"Insolvent" but the selling price 2 billion Qinshang spent?

Daily economic news today revealed KingSun asset purchase draft, the company intends to combine the issuance of shares and cash to buy Yang Yong, China life holds 100% stake in Guangzhou Longwen. Through the above transactions, listed companies will achieve semiconductor lighting products and K12 (kindergarten to grade twelve) counseling services double main industry layout.

But it is worth mentioning that the "daily economic news" reporter noted that as of August 31, 2015, Guangzhou Longwen under consolidated equity attributable to equity holders is negative, but the evaluation value of 2 billion 14 million yuan, its 100% equity transaction price also reached 2 billion yuan.

Guangzhou Longwen net assets of negative

According to the draft, Guangzhou, Longwen was founded in 2011, the registered capital of 6 million yuan. Ownership structure, natural person Yang Yong holding 48.27%, the largest shareholder of the company; China Life holdings of $second, the company's largest shareholder of the 30%. Guangzhou, Longwen, the main products sold for 1 pairs of 1 counseling courses, taking into account some other personalized services. 2013~2014 and 2015 years ago, consulting services revenue accounted for of the company's revenue was $97.89%, 97.91% and 97.51%. The consulting service fee income is mainly 1 pairs of 1 counseling course income.

As of the end of 2015 10, Guangzhou, Longwen has set up a network of 462 outlets in the more than and 20 cities, mainly in Beijing, Shanghai, Hangzhou, Guangzhou and other cities. The company has also developed a "59 title" mobile online education platform.

As of the valuation date (August 31, 2015), Guangzhou Longwen under consolidated equity attributable to owners of the parent book value of -0.66 million yuan, the income approach, the value of all shareholders' equity 2 billion 14 million yuan, the added value of 2 billion 80 million yuan. After friendly consultations by the parties to the transaction, Guangzhou 100% stake in the transaction price of 2 billion yuan in Longwen.

For Guangzhou Longwen to assess the value of the surge reason, as explained in the draft: the company belongs to the education information consulting services industry boom, the higher guidance demand; the future with the full implementation of China's education reform and development of the two child policy, the number of students in the school age will continue to maintain a steady increase in the base and billions of dollars. Stable and broad market demand for K12 counseling industry.

This transaction, KingSun combines with the issuance of shares and cash payment transactions on the price. Among them, the listed company will pay 500 million yuan in cash consideration to Yang Yong, the remaining transaction price of $1 billion 500 million by the company to issue shares to the other, including Yang Yong, including the payment of the other 9. Share issue price of 14.16 yuan / share, the issue of the number of approximately 106 million shares.

Counterparty commitments, Guangzhou, Longwen, the cumulative net profit of not less than 563 million 800 thousand yuan after 2015~2018. Financial data show that, 2013~2014, the company operating income of 853 million yuan, respectively, $754 million, net profit of $11 million 352 thousand and 900, $42 million 249 thousand and 900. 1~8 months of this year, the company revenues of 501 million yuan, net profit of up to $68 million 850 thousand and 300.

China life fell 48 million?

KingSun this super high premium on the acquisition of Guangzhou Longwen, the shareholders should earn pours, but China life seems to be an exception.

Statistics show that in December 2014, Guangzhou, Longwen, the shareholders of the global market for the implementation of the need for restructuring, will hold 90% of the contribution of foreign investment in Guangzhou,.

At that time, under the conditions of additional commitments asset restructuring and performance levels, in accordance with the transfer price conversion, the overall value of Guangzhou, Longwen 2 billion 160 million yuan. China Life's contribution up to 648 million yuan. But this time the Guangzhou Longwen to sell 30% stake in KingSun trading on the price of only 600 million yuan. In this regard, China Life Insurance Investment in Guangzhou, Longwen, but it seems to be a loss of tens of millions of dollars.

However, KingSun this is to issue shares to pay the transaction price of China life, China life will get 42 million 372 thousand and 900 shares kingsun. In order to KingSun the day before the suspension price of 15.32 yuan calculation, this part of the equity market capitalization of 650 million yuan. In addition, some analysts believe that, due to the presence of hot and compensatory growth by the distribution of O2O family and other factors, KingSun shares resume trading after or usher in a wave of market, China life actually takes advantage of this seemingly suffer.

In fact, China life also plans to increase KingSun shares.

In order to improve the performance of reorganization, KingSun intends to adopt the pricing issue to Li Xuliang, Li Shuxian, Liang Huitang, Huang Zhuoguang, China Life Insurance, cre KingSun staff development plan 1 non-public offering of shares to raise matching funds, raising a total of not more than 1 billion 800 million yuan. Net proceeds will be used in Guangzhou, Longwen, the focus of the city's new network construction projects, small class counseling construction projects, etc..

It is worth mentioning that the issue price of listed companies to raise matching funds of 14.16 yuan / share, the number of shares issued not more than 127 million shares. Among them, China Life intends to invest 360 million yuan to subscribe for shares of $25 million 423 thousand and 700. Upon completion of the above transactions, which will together hold KingSun 67 million 796 thousand and 600 shares, the shareholding ratio of 11.16%, after holding 16.78% of the ground group, becoming the second largest shareholder of the company.

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