Reporter | Hu Zhenming
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As of the closing at noon on November 17, Hausen Co., Ltd. (688529.SH) closed at 28.00 yuan per share, down 2.23%.
Housen Co., Ltd. is a supplier that provides intelligent production lines and intelligent equipment integration for the automotive industry. It recently issued an announcement stating that it plans to adjust the acquisition plan of Shenzhen Xinpu Automation Equipment Co., Ltd. (hereinafter referred to as "Xinpu Automation" or "target company"), and change the original planned acquisition of 100% equity of Xinpu Automation to the planned acquisition of 86.87% stake in , mainly because the remaining part of 13.13% stake in related transactions review procedures .
Hausen shares believe that there are huge growth opportunities in the lithium battery market and its equipment market, and they are in the current stage of seizing huge new markets. They just "meet" Xinpu Automation, a target company that lacks capital strength and lacks production and operation scale; they believe that mergers and acquisitions are an effective means for the company to achieve external development, and plan to develop new energy equipment technology on the basis of the original fuel vehicle powertrain assembly line and open up the new energy market.
However, from the perspective of the two sides of the matter, although this transaction is conducive to Hausen Co., Ltd.'s opening up the new energy market, there are risks such as the performance commitments that may not be realized and the target company's value-added rate and debt ratio are relatively high. After the acquisition plan of
is changed, Hausen Co., Ltd. plans to purchase 86.87% of the shares of Xinpu Automation held by eight counterparties including Mao Tiejun, Yongcheng No. 2 (full name "Shenzhen Yongcheng No. 2 Investment Partnership (Limited Partnership)"), Beijing Zhike (collectively known as "Beijing Zhike Industrial Investment Holding Group Co., Ltd."), Ruipu Investment (full name "Dongguan Ruipu Equity Investment Partnership (Limited Partnership)"), Tang Qianjun, Wang Zhiquan, Luo Xiaofu and Ma Qian. After the completion of this transaction, Xinpu Automation will become a holding subsidiary of Hausen Co., Ltd.
Xinpu Automation's 100% equity appraisal value is 273 million yuan. With the valuation unchanged, the transaction amount of of the target assets was determined by each party to be RMB 232 million, and all was paid by issuing shares. The issuance price of for the asset purchase of shares is 25.88 yuan per share. From this calculation, the total number of shares issued by Hausen Co., Ltd. to the counterparty of this time is 8.9793 million shares of . Before the adjustment of
, Hausen Co., Ltd. planned to purchase 100% of Xinpu Automation's equity through the issuance of shares, with a transaction consideration of 268 million yuan. Based on the issuance price, Hausen Co., Ltd. originally required to issue shares was 10.3362 million shares.
According to the announcement, this plan adjustment is to no longer include the 13.13% equity held by Yongcheng No. 2 in the scope of this transaction. The equity of this part of the target company held by
Yongcheng No. 2 is the equity it acquired from He Chengjian in November 2021. This part of the equity was acquired by He Chengjian in December 2017. At that time, there was a possibility that Yinghe Technology would have defects in the related transaction review procedures for the disposal of this part of the equity. When Yinghe Technology withdrew from the target company, Wang Weidong is the chairman and president of Yinghe Technology, and Xie Xia is the financial director of Yinghe Technology. The above-mentioned equity held by He Chengjian was once held by Wang Weidong and Xie Xia on behalf of him. According to the announcement, the agency holding relationship may be formed when Yinghe Technology disposes the equity of the target company.
If this is the case, the transaction constitutes an associated transaction. When the board of directors of Yinghe Technology deliberates on the matter, the related directors should abstain from voting. According to the provisions of the "Shenzhen Stock Exchange GEM Stock Listing Rules (Revised in 2014)" that were valid at the time, the above matters should be submitted to the shareholders' meeting for deliberation. When the board of directors of Yinghe Technology voted for the above transaction, the related directors did not abstain from voting and did not convene a shareholders' meeting to review the matter.
Housen Co., Ltd. believes that even if there are flaws in the implementation of the decision-making procedures for the aforementioned transactions, the relevant board of directors will not be revoked.
This is because the resolution will not be revoked 60 days after the aforementioned board resolution is made; at the same time, since Yongcheng No. 2 acquired the above-mentioned equity at a reasonable price, did not maliciously harm the interests of other parties and the transfer of the equity has completed the registration procedures for industrial and commercial change, Yongcheng No. 2 acquired the equity transaction of the target company held by He Chengjian is valid.
In order to protect the interests of Yongcheng No. 2 and at the same time accelerate the transaction process, regarding the above-mentioned 13.13% of the equity of Xinpu Automation held by Yongcheng No. 2, Mao Tiejun, Wang Zhiquan, Luo Xiaofu and Ruipu Investment reached an agreement with Yongcheng No. 2 to confirm that Yongcheng No. 2 has the right to require the above-mentioned four parties to acquire the above-mentioned 13.13% of the equity at the agreed time with investment costs and reasonable returns.
At the same time, the plan for raising matching funds included in this exchange has also undergone corresponding adjustments. Originally, Hausen Co., Ltd. plans to issue shares to no more than 35 specific targets to raise a total of no more than 215 million yuan of supporting funds, of which 97.5 million yuan is invested in the "Energy-saving Lithium-ion Battery Charging and Discharge System Project", supplementing 107.5 million yuan of working capital, and 10 million yuan is used to pay for restructuring-related expenses. After the adjustment of
, the total amount of supporting funds raised by Hausen Co., Ltd. was reduced to no more than 180 million yuan. In addition to the amount used to pay restructuring-related expenses remained unchanged, the investment amount of the other two fundraising projects also decreased accordingly.
performance commitments may not be able to achieve the performance commitment plan of
transactions. Mao Tiejun, Yongcheng No. 2, Ruipu Investment, Tang Qianjun, Wang Zhiquan, Luo Xiaofu and Ma Qian are the performance commitment parties.
performance commitment party promises that the target company Xinpu Automation's audited net profit attributable to shareholders shall not be less than RMB 78 million in in 2022, 2023 and 2024, corresponding to the net profit of each year shall not be less than RMB 18 million, RMB 25 million and RMB 35 million respectively.
If the target asset fails to complete the delivery of before December 31, 2022 (including the same day), the performance compensation period for this transaction will be from 2022 to 2025, and the cumulative net profit attributable to shareholders of will not be less than 115 million yuan . In addition to the above three years, the net profit in 2025 will not be less than 37 million yuan.
It is worth mentioning that from 2022 to 2025, there is a certain gap between the target company's income method 's predicted net profit and the performance promised net profit. Among them, the predicted net profit in 2022 is 23.1365 million yuan, but the promised net profit is 18 million yuan; the two are almost the same in 2023, and in the next two years, the predicted net profit will be less than the promised net profit.
Hausen Co., Ltd. in the announcement pointed out the risks that the performance commitment cannot be realized, and stated that due to the influence of various factors, if adverse factors affect production and operation occur during the performance commitment period, the target company has the risk that the actual net profit cannot reach the promised net profit.
For example, from January to June 2022, the target company's audited operating income was 84.5173 million yuan, achieving a net profit of 5.4513 million yuan, and its net sales profit margin was 6.45%. It is expected to achieve revenue of 87.203 million yuan in the second half of 2022, that is, the estimated revenue of 171.7203 million yuan in 2022. If
is based on the net sales profit margin forecast from January to June 2022 and considering the large amount of receivables of 7.824 million yuan of long-term age , the net profit in 2022 is expected to reach 18.8998 million yuan. However, compared with the predicted net profit of 18 million yuan in 2022, the net profit margin is 4.2367 million yuan lower. If the annual net profit margin decreases, or the long-age receivable cannot be recovered in time, the profit difference will further increase. has the risk that the actual net profit in 2022 cannot reach the promised net profit .
Goodwill impairment and high debt ratio "risk"
According to the appraisal report, with December 31, 2021 as the appraisal base date, the appraisal value of the target company's 100% equity is 273 million yuan, an increase of 213 million yuan compared with the parent company's net assets of 59.953 million yuan, an increase of 213 million yuan, and an increase of 's value-added rate of 355.36% ; the net assets attributable to the parent shareholders are 58.1794 million yuan, an increase of 215 million yuan, and an increase of 's value-added rate of 369.24% . On this basis, the transaction amount of the target asset was determined to be 232 million yuan.
preparation review report shows that after the completion of this transaction, the goodwill of Hausen Co., Ltd., a listed company, increased from 0 yuan to 143.0376 million yuan, accounting for 3.62% of the total assets at the end of the latest period and 10.24% of the net assets at the end of the latest year.
To estimate the extent to which the goodwill formed after the completion of this transaction will have an impact on the future operating performance of the listed company, Hausen Co., Ltd. conducted a sensitivity analysis on its impact in the announcement. The analysis results show that the impact of the amount of goodwill impairment on the changes in net profit after impairment is 1.64 times.
In addition, after acquiring the target company, it may also lead to a high debt-to-asset ratio of the listed company.
announcement shows that at the end of 2020, the end of 2021 and the end of June 2022, the debt-to-asset ratio (consolidation caliber) of the target company of was 102.29%, 78.52% and 75.69% , respectively, all at a relatively high level. During the same period, Hausen Co., Ltd.'s debt-to-asset ratio was 61.43%, 63.20% and 67%, which was lower than the debt ratio of the target company.
As for the reason for the high debt ratio of the target company, Hausen Co., Ltd. believes that this is mainly due to the large amount of the contractual liability account on its balance sheet. Since the non-standard automation equipment industry usually adopts the 3-3-3-1 settlement model, the target company's products only confirm revenue at the final acceptance. Before the revenue is recognized, the target company recognizes the prepayments collected as contract liabilities, so the amount of contract liabilities is relatively large.
At the end of 2020, the end of 2021 and the end of June 2022, the contract liabilities of the target company were RMB 157.7058 million, RMB 105.6936 million and RMB 88.0241 million, respectively, accounting for 56.57%, 48.82% and 43.71% of the total amount of liabilities, respectively.
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