In 2006, a virus called "Panda Burning Incense" emerged and ravaged the computer world, making people frightened.
12 years later, a listed company called Panda launched an acquisition. Xiangguce took a look in the crowd and immediately concluded that it would probably take burning high incense to be approved.
The listed company named Panda is called Panda Financial Holdings, which was previously called Panda Fireworks , and before it was called Liuyang Fireworks.
This company that has frequently changed its name frequently changed its main business. On November 12, Panda Financial Holdings announced that it would turn from Internet finance and enter the photovoltaic industry.
announcement shows that Panda Financial Holdings plans to invest 1.155 billion yuan to acquire 55% of the equity of Opel Power. Xiangguce found that the target company listed on the New Third Board was not only labeled as an ST, but its controlling shareholder was once included in the list of dishonest debtors.
However, it is such a company with a strong reputation, with a valuation of up to 2.1 billion, 5.4 times its net assets.
According to the latest report, Opel Power's net profit in the first half of the year was only 17.07 million yuan, but it made a three-year performance commitment of 750 million yuan.
As for whether you believe it or not, Panda Financial Holdings believes it.
1.2 billion starts the third transformation
wake up every day, the first sentence of the panda vault urges money.
This may be a daily portrayal of the Panda Vault investors.
As Panda Financial Holdings gradually divested financial assets, it is showing a momentum of transformation, and some investors who were originally targeting the name of listed companies are uneasy.
According to feedback from front-line rights protection investors, Zhao Weiping, the actual controller of Panda Financial Holdings, who took over the P2P platform from listed companies, recently made a new guarantee commitment in an offline communication. This time, in order to win the trust of the investor, Zhao Weiping even moved out all the mines at home. The unlimited joint and several guarantee letter of guarantee for the assets under
1.8 billion yuan was finally stabilized in the burning backyard first.
However, the actual controller's P2P remaining account has not been cancelled, but Panda Financial Holdings has already begun to move to the next position in a hurry.
Following fireworks and Internet finance, Panda Financial Holdings has set its sights on the semi-cold photovoltaic industry. On November 12, the company announced that it plans to acquire 55% of the shares of Obeli Power by paying cash, with the transaction price being tentatively set at 1.155 billion yuan.
Obeili Technology holds 99.8% of the shares ofObeili Electric and is its controlling shareholder. Obili Technology promises that from 2019 to 2021, Obili Electric will achieve a net profit attributable to shareholders of non-recurring items of no less than RMB 200 million, RMB 250 million and RMB 300 million, respectively, and at least more than 90% will come from the main business of new energy (including clean energy); Obili Electric's sales revenue will increase by more than 20% each year.
If the target company's performance commitment does not meet the standards, Obili Technology will compensate 1.5 times the difference between the net profit attributable to the parent and the actual amount caused by the matter in Panda Financial Holdings' statements in the current year.
At the same time, Panda Financial Holdings further cleared its financial assets and announced that it plans to transfer its 100 million shares of LaiShang Bank to Guangyang Antai at a price of 275 million yuan. The transaction method is also cash payment. The acquisition case of
was not favored once it was issued. After all, the transaction amount of nearly 1.2 billion yuan is not a small amount for Panda Financial Holdings today.
The third quarter report of the company shows that Panda Financial Holdings' book cash funds were only 91.64 million, less than one-tenth of the transaction volume; even if the 275 million yuan recovered from the transfer of LaiShang Bank shares, there is still a funding gap of nearly 800 million yuan.
Zhao Weiping is too busy with the debts of the P2P platform, and it is estimated that it is impossible to support the acquisition case. The actual controller drags such an irregular time bomb, and the company's financing capabilities will inevitably be affected.
Xiangguce couldn't help but ask, Panda Financial Holdings chose to turn around in a hurry at this time, and also swallowed up this huge acquisition case with the risk of insufficient payment ability. What is the intention?
The target company has a lot of "bad records"
In addition to the doubts in the source of funds, the high premium risk of this acquisition is obvious.
According to the disclosure, Opel Power achieved revenue and net profit of 489 million yuan and 121 million yuan in 2017 respectively. In the first half of 2018, the corresponding data were only 132 million yuan and 17.0664 million yuan, which is far from the minimum promised performance of 200 million yuan.
However, Obelli Electric is still quite "remarkable".
Oubili Power was established on October 20, 2011. Its business is mainly concentrated in the sales of photovoltaic products such as photovoltaic power station engineering general contracting, solar cell modules and photovoltaic power station investment and operation.
In recent years, the company's net profit has continued to grow, rapidly expanding from -3.8773 million yuan in 2013 to 121 million yuan in 2017, doubled its performance.
What is strange is that although Opel's net profit exceeded 100 million yuan for the first time in 2016, the company was branded as "ST" because the audit agency issued an audit report that could not express an opinion.
In other words, although the net profit figure is so high, it may not be credible.
In response to this, the company explained that it was temporarily re-hired an accounting firm, and the audit time was rushed and there was not enough time to cooperate with the newly hired accounting firm.
In addition, the development trajectory of Obelli Power in recent years is also full of unreasonable aspects.
At the end of July 2015, when the company applied for listing on the New Third Board, there were only 18 employees in the company. By the end of the year, the number rose to 22, with revenue reaching nearly 400 million yuan that year, and the per capita contribution was as high as 17.77 million yuan. This record may not be able to compete with the "Eighteen Arhats" of Alibaba .
The company has been listed for less than a year. The company's chairman and general manager Du Dongya, employee representative supervisor Wang Yong and financial director Lei Yanmei resigned one after another, and the company's senior management has been in turmoil. What's more serious is that Wang Yong, who resigned, is still one of the company's three core technical personnel.
In the photovoltaic industry with high-tech content, Opel Power's attitude towards R&D is hot and cold.
Company obtained high-tech enterprise certification on November 30, 2016. In fact, it was not until this year that the company began to bear R&D activities expenditures. The related expenses from 2016 to 2017 were around 15 million yuan, accounting for 3.5% of the operating income.
As an indispensable technician for engineering projects, there were only 3 people in the company when it applied for listing, so they could only gather together. By the first half of 2018, the number of technicians had risen to 22, but the R&D expenditure of only 1.29 million yuan during the reporting period really did not dare to make people look forward to it.
The instability of the company in all aspects undoubtedly affects its performance, and no major orders have been opened in half a year. Under this circumstance, the company's previous performance explosiveness was indeed considerable, but its sustained and stable profitability was obviously not guaranteed.
controlling shareholder once failed the IPO
Xiangguce noticed that in the "Obeili Power's "Public Transfer Instruction", its controlling shareholder Obeili Technology appeared among the top five customers and the top five suppliers at the same time. Among them, in 2014, the sales of Opel Power purchased from its controlling shareholders reached 270 million yuan, accounting for 99.97% of the total purchases.
From January to July 2015, Obeli Electric said that due to the influence of national and local policies, most of its main businesses have not yet been launched, and only achieved sales of 1.2547 million yuan. Among them, the sales to Obeli Technology were 1.2285 million yuan, accounting for 97.91%.
This game where buyers and sellers are both controlling shareholders, and it is a commercial version of "playing house".
What’s so bad is that the company’s business has stagnated temporarily, and the universal controlling shareholder itself is not having a good life.
In fact, Opeli Technology itself launched an impact on its IPO in 2012. However, at that time, the overall photovoltaic industry was overcapacity and was in a stage of deep adjustment.
In 2012 alone, 10 photovoltaic companies were rejected by A-shares, and Obeli Technology was one of them. Its IPO application was terminated on May 10.
In the shareholders of Obili Technology at that time, there was also a well-known capital tycoon Zan Shengda. Similar to Zhao Weiping's Panda Financial Holdings, Zan Shengda's Variety Show Shares is also a famous A-share concept speculator.
In 2008, Variety Show Co., Ltd. intervened in the solar energy field. In 2010, it subscribed 35.2 million shares of Opeli Technology for RMB 65 million, with an average of RMB 1.85 per share, accounting for 33.524% of its total share capital. At the end of that year, Variety Show Co., Ltd. raised the price of 7.2 million shares to 6 yuan per share and sold it.
may be affected by the reputation of variety show shares. When Oubeili Technology was sprinting for IPO, it was questioned about financial fraud due to abnormal financial indicators and related transactions. After the failure of
IPO, Opeli Technology was in a slump and its performance declined. Its performance in 2012 and 2013 suffered consecutive losses of nearly 100 million yuan. After May 2016, the company even returned all migrant workers due to insufficient production orders and suffered wage arrears.
has such a "criminal record". It is not surprising that Obeli Technology was included in the list of dishonest debtors for defaulting on the goods in 2018.
Perhaps because of the value of continuing investment, Variety Show Co., Ltd. resolutely withdrew from Opeli Technology and transferred all the remaining 28 million shares to natural person Fei Jianming. Based on the transaction price at that time, the valuation of Obeli Technology was about 422 million yuan.
It is estimated that Zan Shengda, the actual controller of Variety Show Co., Ltd., did not expect that just two years later, Zhao Weiping from Panda Financial Holdings offered Obili Electric a purchase price of 2.1 billion yuan.
The valuation difference in this may be related to the two companies' subsequently different performance trajectories. Although Obeli Technology has fallen into the quagmire, Obeli Electric has not been affected too much and has grown vigorously. In 2013 to 2015, when both parties' data were disclosed, the performance of the two companies was in reverse and they rushed away.
Note: The data in the above picture has not been disclosed since 2015, and the data of Obeili Electric Power has been released since 2013
Nowadays, Obeili Technology is still nervous. As of June 1, 2018, Obeli Technology has pledged 60.12% of its shares in Obeli Power, accounting for 60% of Obeli Power's total share capital. I don’t know if the high proportion of pledge will have an impact on this acquisition.
At the same time, Obelli Power itself seems to be facing certain operating difficulties. As of August 28, 2018, the company's cumulative external guarantees reached 311 million yuan, accounting for 83.61% of the net assets of the latest period. Before this acquisition, the company also plans to sell several of its equity assets.
After seeing the acquisition target details, Panda Financial Holdings' 22,700 circulating shareholders are probably going to be in a bad mood. After all, they are not as good as the actual controller Zhao Weiping. Everyone has no mine at home.
Frankly, this is a transformation. If such an acquisition case can be approved by the regulatory authorities, it must be Panda burning Gaoxiang.
Otherwise, it will be waiting for the rhythm of the inquiry letter.
