950 million yuan acquisition of two companies <br> <br> LianJian photoelectric today announced restructuring plan, intends to cash and issue shares to acquire YOUTOP public relations, Eastar 100% stake each, and to raise matching funds. The overall underlying asset price is about 950 million yuan.
The plan shows that the 100% equity transaction of Utopus Public Relations is 460 million yuan, of which it is planned to pay 115 million yuan in cash and 345 million yuan in issuing shares; and the transaction price of 100% equity of Easystar is 489 million yuan, of which cash payment 147 million yuan, the payment of shares issued 342 million yuan.
At the same time, Lianjian Optoelectronics intends to raise funds of RMB 282 million from Liu Hujun, He Jiyuan and Jianlian No. 1 to issue shares, and the issue price is RMB 31/share, which will be used to pay for the purchase of Utopus Public Relations and EasyCard cash considerations and Intermediary fees and other transaction fees for the transaction. Among them, Liu Hujun is the controlling shareholder of the listed company, and He Jiyuan is the brother of He Jilun, the company's second largest shareholder. The Jianlian No. 1 plan is fully subscribed by the employee stock ownership plan.
According to public information, the company's main business is to provide high-quality public relations services to enterprises, government agencies and non-government organizations in the fast-moving consumer goods, electronics and high-tech, education, automotive and other industries. The main customers include Mengniu Dairy and Jiaduobao. Wait. As of June 30 this year, the total assets of Youtuo Public Relations was 102 million yuan and the net assets were 0.41 billion yuan. From 2012 to the first half of 2014, the company achieved operating income of 128 million yuan, 144 million yuan and 0.98 billion yuan respectively. The shares were 11.7875 million yuan, 22,629,900 yuan and 1992.09 million yuan respectively.
Easystar is mainly engaged in the R&D, design, production and sales of LED high-definition energy-saving full-color display products. It is a leading professional LED display solution provider in China, and its products can be widely used in advertising media, exhibitions, stage performances and other fields. Its business is mainly for overseas markets. As of June 30, 2014, Easystar had total assets of 290 million yuan and net assets of 155 million yuan. From 2012 to the first half of 2014, it achieved operating income of 282 million yuan, 289 million yuan and 147 million yuan respectively. The profits were 32.11 million yuan, 35.792 million yuan and 251.68 million yuan respectively.
For such a heavy transaction, the relevant parties also gave a performance commitment. During the period from 2014 to 2018, the net profit of Utopong Public Relations was not less than 31 million yuan, 37.2 million yuan, 44.64 million yuan, 53.57 million yuan and 64.28 million yuan; Easystar's corresponding year net profit is not less than 38 million yuan, 42 million yuan, 46 million yuan, 50 million yuan and 53.3 million yuan.
Jiuding Department appeared Eastar list of shareholders <br> <br> It is worth mentioning that, in easy reach of the list of shareholders, there has been well-known investment institutions jiuding system (easy to hold 14.8% stake) figure . Before landing on the New Third Board, Easystar had a gambling agreement with the Jiuding Department (Zhongshan Jiuding and Zhanlu Jiuding).
In the process of increasing the capital of Easystar in 2012, Jiuding Department and Easystar and its shareholders Duan Wujie and Zhou Jike signed an agreement: the net profit of Easystar from 2011 to 2013 should not be less than 25 million yuan, 33 million yuan and 4300 respectively. 10,000 yuan, while the net profit realized in 2012 and 2013 is not less than 76 million yuan. If you can not complete any of the above performance indicators, the shareholders of Easystar will make cash compensation for Jiuding.
At the same time, if Easycom has not submitted the listing application materials before June 30, 2014 and has been accepted; it will not be listed before December 31, 2014; and if the agreed performance is not achieved in any year from 2011 to 2013, Jiuding has The right option requires the company and Duan Wujie and Zhou Jike to repurchase or purchase all or part of Yisida's equity held by the company after the occurrence of any of the above situations.
In other words, Easystar must complete the listing on the main board by the end of 2014, and at the same time meet the performance requirements, in order to get the financial support of the Jiuding Department. However, the two parties signed a supplementary agreement at the end of 2013, relaxing the relevant conditions: As long as Easycom can submit the listing materials to the New Third Board, Jiuding will exempt Easystar from all the responsibilities and obligations in the gambling agreement.
It is worth mentioning that in the plan of the acquisition of Easystar by Lianjian Optoelectronics, the two companies of Jiuding Department, Zhongshan Jiuding and Zhanlu Jiuding, are not responsible for profit compensation.
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