The original title: "The most bullish stock in 2021" turned out to be *ST, soaring 9 times to 100 yuan! DSS, a routine teaching course around a flickering M&A The actual controllers immediately began to reduce their holdings at high levels.
author | mountain outsiders
editor | white
There are always some people in the capital market who are keen to hype * ST shares, for example: *ST Dexin (603032.SH).
*ST Dexin's current market market has been out of control since it was launched on June 7, 2021.
December 20, 2021 Intraday,Its stock price hit a record high of 93.08 yuan per share, with an increase of 598.54% in the range, and its market value also rose sharply from a mere 2 billion yuan to 15.5 billion yuan.
(Source: registration system The most complete A-share + global independent research platform, market value p APP)
(Source: Market Cap Fengyun APP)
It is no coincidence that *ST Dexin is also an old friend of Fengyunjun. As early as November 2018, Fengyunjun published " Crazy Sales Department | Zhejiang and Fujian " Hot Money Legion" teamed up to attack Germany-Singapore Transportation, behind the 22 daily limits. ", revealing who directed *ST Dexin's 2.5 times increase.
(Source: Market Value APP leading the era of China’s registration system)
Passionate about this "old acquaintance".
Cut into lithium batteries, all the property is only enough for the down payment
The brightest boy in the Year of the Ox?
This has to start with a merger.
01 raised “zero” investment and gave up all for “lithium”
On March 30, 2021, *ST Dexin invested 650 million yuan in cash to complete the investment Acquisition of 100% equity of Zhihong Precision Mould Co., Ltd. (hereinafter referred to as "Zhihong Precision").
Zhihong Precision is an enterprise engaged in the research and development, design, production and service of precision molds. Cutting high-precision molds, high-precision die-cutting knife and other products and solutions.
Sure enough, there is nothing new in the capital market. It turns out that this is another company that has entered the lithium battery market through mergers and acquisitions.
And *ST Dexin made a lot of money in order to acquire Zhihong Precision.
As of the end of 2020, the monetary funds (including 's tradable financial assets ) on the *ST Dexin account were only 403 million yuan, including the balance of about 189 million yuan of initial raised funds.
In view of *ST Dexin's financial background, it is a bit difficult to pay a one-time purchase price of 650 million yuan. According to the acquisition plan, the acquisition payment will be paid in four installments. As of now, *ST Dexin has paid about 332 million yuan of which, and about 318 million yuan has not yet been paid.
In order to collect enough down payment, *ST Dexin has no suspense and stretched out its small hand to raise funds for the first launch.
In March 2021, *ST Dexin decided to terminate the IPO investment project (including the changed project), and will raise a total of about 190 million yuan (including interest income and cash management income) ) is used to pay for the acquisition of Zhihong Precision.
In fact, this 190 million yuan is all the funds raised when *ST Dexin was launched. In other words, when *ST Dexin was first launched, not a penny was invested in the fundraising project. After the raised funds were lying in the account and earning interest for a few years, all of them were used to acquire Zhihong Precision.
02 The net profit has been reserved by the remaining 300 million acquisition funds
The down payment is enough,At this time, another problem arises. How to solve the remaining 318 million yuan of acquisition funds?
The remaining two acquisition payments will be paid after the issuance of the special audit report on the achievement of Zhihong Precision's annual performance in 2021 and 2022, with 146 million yuan and 173 million yuan respectively.
As of the end of September 2021, the monetary funds (including trading financial assets) on the *ST Dexin account were 222 million yuan, of which about 83 million yuan came from the equity incentive plan.
According to the 2021 performance pre-earning announcement released by *ST Dexin, it is expected that the net profit attributable to the parent in 2021 will be RMB 80 million to RMB 110 million. At present, the acquisition funds of the third phase of *ST Dexin have been settled, and this is basically based on the entire net profit in 2021.
The fourth phase of the acquisition payment, whether it is paid with its own funds or through borrowing, is ultimately not an overdraft of the net profit in the future years.
The down payment has been emptied by *ST Dexin, and the remaining acquisition payment will overdraw its future net profit, which makes Fengyunjun have to doubt whether *ST Dexin can complete the payment before the wind blows over. ?
03 More than half of the assets become goodwill
reputation.
On the evaluation base date, the book value of Zhihong Precision’s was only RMB 92.01 million,In the end, a high price of 700 million yuan was assessed, with a value-added rate of 661.05%.
Therefore, this transaction brings a total of 416 million yuan of goodwill to *ST Dexin, accounting for 56.39% of the net assets at the end of September 2021, which is the cumulative return since its listing (as of the end of September 2021). 1.19 times the parent net profit.
This huge amount of goodwill hanging above *ST Dexin, like the sword of Damocles, will largely determine the future net profit and net asset level of *ST Dexin.
Although *ST Dexin and Zhihong Precision finally achieved positive results, the process was also full of twists and turns.
Circumventing regulation by paying in cash
In fact, this acquisition was planned as early as a year ago, in April 2020.
At the beginning, *ST Dexin planned to acquire 90% equity of Zhihong Precision with 630 million yuan (378 million yuan in shares + 252 million yuan in cash), and raise no more than 180 million yuan in matching funds.
After tossing for half a year, on October 21, 2020, the China Securities Regulatory Commission concluded that "the applicant has not fully explained the core competitiveness of the underlying assets, the rationality of the valuation of this transaction, and has not fully disclosed that this transaction is conducive to * ST Dexin's acquisition plan was not approved on the grounds of "improving the asset quality of listed companies".
(Source: Significant Asset Purchase Report (Revised) 20210227)
However,*ST Dexin has a deep love for Zhihong Precision and everything you want. Even if the China Securities Regulatory Commission throws a sledgehammer and hits a "mandarin duck", it will not change people's heart for Zhihong Precision.
Therefore, in order to avoid being vetoed by the CSRC again, *ST Dexin, who has no money to pay a swollen face, has to pay a lot of money to change it to cash acquisition (that is, the acquisition mentioned at the beginning of the article. plan), you can make the decision yourself!
So, can Zhihong Precision be worthy of the arrogance and infatuation of *ST Dexin?
R&D water
The industry in which Zhihong Precision operates is technology-intensive. As we all know, for such an industry, R&D investment is one of the main financial indicators to measure the technological level of a company.
From 2018 to the first three quarters of 2020, the research and development expenses of Zhihong Precision were 3.6738 million yuan, 7.6977 million yuan and 6.7413 million yuan respectively. From a simple point of view, the absolute amount of its R&D investment is not outstanding.
However, this level of R&D investment is still after water.
Specifically, from 2018 to the first three quarters of 2020, Zhihong Precision’s R&D expenses are mainly composed of R&D personnel salaries and material consumption.The total amount of the two accounts for 94.06%, 95.18% and 93.96% respectively.
(Source: Material Asset Purchase Report (Draft) (Revised Draft)-20210227) At the end of the third quarter of 2020, there were 11, 17 and 20 people, respectively. Based on this, it can be calculated that their per capita wages are 9,607 yuan/month, 17,985 yuan/month and 20,075 yuan/month respectively.
The per capita salary in 2019 has nearly doubled compared to 2018. This salary level is rising straight on a rocket. Even Fengyunjun can't wait to make a post in his APP and go crazy @ Boss take a good look.
Sure enough, when things go wrong, there must be demons.
In the announcement of "Regulatory Warning on the Acquisition of Zhihong Precision's Financial Consultant (Changjiang Securities) Project Sponsor" by the Shanghai Stock Exchange, it is clearly pointed out: Zhihong Precision has not established a special R&D department at all, and its There is confusion between R&D expenditure and production expenditure, and the salaries of R&D personnel and R&D materials are not accurately distinguished, so the calculation of R&D expenses is not accurate.
(Source: Decision to issue regulatory warning to sponsor of financial advisory program)
In addition,Zhihong Precision also has problems such as inaccurate confirmation of sales orders, and irregular payment of employee compensation.
These things are inaccurate and non-standard in accounting at a small scale, and financial fraud at a larger scale.
Is it true that the sponsor of the financial advisory project did not find these problems? Or to collect money, turn a blind eye, the beauty of an adult?
Fengyunjun just see through it and don't say it, let's talk with a picture~
Deduction of non-consecutive losses for 3 years, "preservation" is imminent *ST Dexin went to great lengths to get Zhihong Precision like this, and why? The answer is: for its great cause of shell protection. *ST Dexin's main business is road passenger transportation and passenger bus station business. Since 2014, its operating income has shown a steady downward trend. Adhering to the principle of "listing has been successful, comrades do not need to work hard", after listing in 2017, the growth trend of operating income has not changed, and it can hit a record low every year.Only 51 million yuan is left in 2020.
The net profit is more direct, and it is directly updated after listing.
From 2018 to 2020, *ST Dexin's net profit after deducting non-returning to the parent company was negative for three consecutive years. In general, in the four years from listing in 2017 to 2020, after deducting non-recurring gains and losses, *ST Dexin lost 67 million yuan.
In 2020, *ST Dexin reported a net loss of 90 million yuan to its parent. Also in this year, *ST Dexin became a *ST stock due to its negative net profit and operating income of less than 100 million yuan, and its listing status was in jeopardy.
However, in October 2020, *ST Dexin's original plan to acquire Zhihong Precision was rejected. At this juncture, the management already knows what the performance level will be in 2020.
Having said that, why *ST Dexin is so resolute, I believe the old irons should have understood it.
According to the 2021 performance pre-profit announcement released by *ST Dexin, it is expected to achieve operating income of 255 million-285 million yuan in 2021, and net profit attributable to the parent of 80 million-110 million yuan, deducting non-returning to the parent The net profit pre-earned 60 million yuan to 90 million yuan.
If nothing else, *ST Dexin will get his wish and complete the feat of picking stars and taking off his hat.
Equity incentive free money
In fact,Regarding the matter of "protecting the shell", when the acquisition is completed at the end of March 2021, *ST Dexin is not sure about it, but it has at least seven or eight points.
No, just after the acquisition was completed, released an equity incentive plan equivalent to free money , celebrating the "big money" to the management and other core personnel in advance.
In July 2021, *ST Dexin released the restricted stock incentive plan with a grant price of 11.30 yuan per share.
The grant price is determined by 50% of the company's average stock trading price of RMB 22.60 per share on the trading day before the announcement of the plan, which is equivalent to a 50% discount.
The company-level performance assessment target is based on the operating income in 2020, and the revenue growth rate in 2021, 2022, 2023, 2024 and 2025 is not less than 50%, 100%, 130%, and 160%, respectively. % and 180%.
(Source: 2021 Restricted Stock Incentive Plan (Draft) 20210731)
At first glance, the performance appraisal target may seem intimidating, but it is not difficult to achieve .
Don't believe me? Then let's look down.
First of all, Fengyunjun has seen a lot of equity incentive plans,However, it is rarely seen that the assessment target is purely based on operating income. Generally, at least the net profit or ROE and other profitability indicators are mentioned.
Second, the benchmark for operating income was chosen in 2020. You must know that the revenue in 2020 is only 51 million yuan, which is the lowest level since *ST Dexin has published data, which invisibly reduces the difficulty of completing the performance target.
Finally, it is estimated that in order to complete the assessment objectives of each period, from 2021 to 2025, the operating income of *ST Dexin only needs to be no less than 0.77, 1.02, 1.17, 1.33 and 143 million yuan.
Taking the forecast data of Zhihong Precision in the acquisition plan as a reference, it is expected to be 1.71, 2.08, 2.48, 2.88, and 315 million yuan from 2021 to 2025, which is much higher than the above performance appraisal goals.
(Source: Major Asset Purchase Report (Draft) (Revised Draft)-20210227)
More interestingly, according to the 2021 performance forecast released by *ST Dexin Ying announced that it is expected to achieve operating income of 255 million yuan to 285 million yuan in 2021, which is already higher than the 2025 performance target.
In other words, if the performance of Zhihong Precision does not stretch the hips too much, this equity incentive plan has essentially been completed ahead of schedule!
How can this have the effect of equity incentives? It was clearly to shove money into the belt of one's own pants!
And this reminds Feng Yunjun of the above,*ST Dexin has successfully raised 83 million yuan through this equity incentive plan, supplementing its working capital, which really kills two birds with one stone.
Taking advantage of the rising stock price, quickly reduce and cash out
The actual controller at this time has not forgotten to take advantage of the rising stock price to reduce and cash out.
In August 2021, when the stock price rose, *ST Dexin's controlling shareholder Delixi Xinjiang Investment Group Co., Ltd. (hereinafter referred to as "Dexin Investment", the actual controller is Hu Chengzhong ) released share reduction plan.
The actual controller of Dexin Investment is Hu Chengzhong, that is, the actual controller of the listed company.
Dexin Investment plans to reduce its holdings by no more than 6% of the company's total share capital, that is, no more than 9.6 million shares. This reduction can be said to be quite large. At present, Dexin Investment has completed the reduction of 1% of its shares, cashing out 110 million yuan. As of now, Dexin Investment still holds 47.81% of the shares.
At this time, Feng Yunjun, who is a dog and a rat, has to remind you again.
As of the close on February 21, 2022, *ST Dexin's share price closed at 64.65 yuan per share, still at a high level, while Dexin Investment still has 5% of the shares (that is, about 8 million shares) that have not been reduced. .
The cut-off time for the reduction of holdings is March 21, 2022. If calculated based on the closing price on February 21,The market value of the unreduced part is about 517 million yuan.
(Source: Market Capitalization APP leading the era of China's registration system)
When the actual controller, management and others join hands to achieve common prosperity,* ST Dexin's small and medium shareholders are shy, and *ST Dexin has distributed a total of 30 million yuan in dividends in the five years since its listing.
(Source: Market Capitalization APP leading the era of China’s registration system)
*ST Dexin’s work in the past two years is basically based on acquisitions To macro precision expansion.
*ST Dexin's acquisition, taking advantage of the new energy lithium battery, not only achieved a skyrocketing share price, but also hoped to take off the star, which can be described as killing two birds with one stone.
also benefited from this acquisition. Equity incentives are equivalent to giving away money for free.
But as the old saying goes, pigs can fly in the air, and when the tide goes out, you will know who is swimming naked. In the face of the high purchase price, how much money can really enter the pockets of *ST Dexin?
Disclaimer: This report (article) is based on the public company attributes of a listed company and the information publicly disclosed by a listed company in accordance with its legal obligations (including but not limited to temporary announcements, periodic reports and official interactions) Platform, etc.) as the core basis for independent third-party research; Market Capitalization strives to be objective and fair in the content and opinions contained in the report (article),However, it does not guarantee its accuracy, completeness, timeliness, etc.; the information or opinions expressed in this report (article) do not constitute any investment advice, and Market Capitalization does not assume any responsibility for any actions taken due to the use of this report.
The above content is the original of the Market Capitalization APP
Unauthorized reproduction must be investigated
.
