In June, Changfang Lighting released the issuance report of the additional shares, and plans to issue 36,458,200 shares at a price of 12.31 yuan, plus 79.20 million yuan in cash to acquire a 60% stake in Kang Mingsheng, with a total consideration of 528 million yuan.
This means that the total equity value of Kang Mingsheng is as high as 880 million yuan. As of the end of March this year, Kang Mingsheng's net assets are less than 100 million yuan, and the asset premium level of the acquisition of Changfang Lighting will be about 9 times. The financial truth behind this acquisition is intriguing.
What is the quality and operating performance of Kang Mingsheng, which allows listed companies to pay a large amount of consideration? Can it be worth nearly nine times the valuation premium? The first concern is the operating data disclosed in the acquisition report. Kang Mingsheng's capacity utilization rate in the past two years and one period is very low, of which less than 75% in 2012 and 2013, and the capacity utilization rate in the first quarter of this year is only 40.67%, and the utilization level is less than half.
According to the National Bureau of Statistics, China's industrial capacity utilization rate in the first half of 2013 was 78%, the lowest since the fourth quarter of 2009. According to the "Guidance Opinions of the State Council on Resolving the Contradictions of Overcapacity", the capacity utilization rate of major overcapacity industries in recent years is basically between 70% and 75%. In 2012, China's steel, cement, electrolytic aluminum, flat glass, ships Capacity utilization rates are only 72%, 73.7%, 71.9%, 73.1% and 75%, respectively.
This means that Kang Mingsheng's capacity utilization level in 2012 and 2013 is even comparable to the recognized five major industries with severe overcapacity and heavy capacity pressure, and by the first quarter of this year, Kang Mingsheng's capacity utilization rate is even higher. It is far from the overall level of the five overcapacity industries.
However, from this data, the main problem facing Kang Mingsheng should be how to reduce production capacity and reduce fixed operating costs, rather than further expansion.
For such a company with serious overcapacity, Changfang Lighting has paid a valuation of 9 times the net assets of the book. Is this reasonable?
What is even more intriguing is that Kang Mingsheng's production capacity in the first quarter of this year was 19 million, and the simple conversion is 76 million production capacity, which is a significant increase compared with the 51 million production capacity in 2013; The production demand is only 7,726,800, which is only 30,900,200 for the whole year. With the existing production capacity of Kang Mingsheng in 2013, it is enough to meet its production needs. Why is the expansion of new capacity?
At the same time, Kang Mingsheng, a production-oriented company, has a fixed asset--the number of machines and equipment that directly corresponds to and limits the company's production capacity. From the financial data, the company's fixed assets at the end of the first quarter of this year - the original value of machinery and equipment is 439.701 million yuan, compared with the end of 2013, 4,493.39 million yuan not only did not increase, but it has also declined; but the same period The company's product capacity has risen from 51 million per year to 76 million per year. Is this in line with normal business logic?
These problems are quite intriguing in Kang Mingsheng's business information. However, this is not the only doubt that the company has. The company's problems in purchasing and selling data are more worthy of attention.
A procurement data unable to match <br> <br> according to Kang Ming Sheng purchasing data disclosure, which in 2012 had been 35.3276 million yuan purchase rectangular lighting products, all accounting for 14.65% of total purchases over the same period, then this It is bound to correspond to the sales behavior of Changfang Lighting to Kang Mingsheng.
However, according to the sales data of the first five customers disclosed in the 2012 Annual Report of Changfang Lighting, although the specific name of the customer has not been disclosed, the data alone does not include the data of 35.327 million yuan; even if we assume The purchase amount disclosed by Kang Mingsheng is the data including the value-added tax. The corresponding non-tax amount should also be 30,194,500 yuan, which also does not appear in the sales data of the top five customers of Changfang Lighting.
In other words, there is a difference between the purchase amount recognized by Kang Mingsheng and the sales amount recognized by Changfang Lighting, and the difference amount is at least as high as one million yuan. So who is lying?
Second, the main customer identity in doubt look at the sales data <br> <br> Kang Ming Sheng, according to the information disclosed in the audit report, "Ruili City, Guang-source Trade Co., Ltd." has always been the company's major customers in the reporting period, In 2012, 2013 and the first quarter of this year, the corresponding sales amounted to 21,304,700 yuan, 29,255,800 yuan and 5,642,400 yuan, ranking the 4th, 3rd and 5th largest customers respectively.
Then, what is the company that has purchased more than half a billion products from Kang Mingsheng, and how is it a company? According to the information from the National Enterprise Credit Information Publicity System, “Ruili Guangjuyuan Trading Co., Ltd.†is registered. Founded in 2005, the registered capital is only 600,000 yuan. At the same time, according to the company's corporate information registered on the network, the total number of employees is only 5-10.
How can an ultra-small company with a registered capital of only 60,000 yuan and less than 10 employees be able to support the sales scale of more than half a billion yuan from Kang Mingsheng? How can this not be questioned by Kang Mingsheng’s huge sales? The authenticity of the transaction?
We will continue to pay attention to the follow-up development of this acquisition.
This means that the total equity value of Kang Mingsheng is as high as 880 million yuan. As of the end of March this year, Kang Mingsheng's net assets are less than 100 million yuan, and the asset premium level of the acquisition of Changfang Lighting will be about 9 times. The financial truth behind this acquisition is intriguing.
What is the quality and operating performance of Kang Mingsheng, which allows listed companies to pay a large amount of consideration? Can it be worth nearly nine times the valuation premium? The first concern is the operating data disclosed in the acquisition report. Kang Mingsheng's capacity utilization rate in the past two years and one period is very low, of which less than 75% in 2012 and 2013, and the capacity utilization rate in the first quarter of this year is only 40.67%, and the utilization level is less than half.
According to the National Bureau of Statistics, China's industrial capacity utilization rate in the first half of 2013 was 78%, the lowest since the fourth quarter of 2009. According to the "Guidance Opinions of the State Council on Resolving the Contradictions of Overcapacity", the capacity utilization rate of major overcapacity industries in recent years is basically between 70% and 75%. In 2012, China's steel, cement, electrolytic aluminum, flat glass, ships Capacity utilization rates are only 72%, 73.7%, 71.9%, 73.1% and 75%, respectively.
This means that Kang Mingsheng's capacity utilization level in 2012 and 2013 is even comparable to the recognized five major industries with severe overcapacity and heavy capacity pressure, and by the first quarter of this year, Kang Mingsheng's capacity utilization rate is even higher. It is far from the overall level of the five overcapacity industries.
However, from this data, the main problem facing Kang Mingsheng should be how to reduce production capacity and reduce fixed operating costs, rather than further expansion.
For such a company with serious overcapacity, Changfang Lighting has paid a valuation of 9 times the net assets of the book. Is this reasonable?
What is even more intriguing is that Kang Mingsheng's production capacity in the first quarter of this year was 19 million, and the simple conversion is 76 million production capacity, which is a significant increase compared with the 51 million production capacity in 2013; The production demand is only 7,726,800, which is only 30,900,200 for the whole year. With the existing production capacity of Kang Mingsheng in 2013, it is enough to meet its production needs. Why is the expansion of new capacity?
At the same time, Kang Mingsheng, a production-oriented company, has a fixed asset--the number of machines and equipment that directly corresponds to and limits the company's production capacity. From the financial data, the company's fixed assets at the end of the first quarter of this year - the original value of machinery and equipment is 439.701 million yuan, compared with the end of 2013, 4,493.39 million yuan not only did not increase, but it has also declined; but the same period The company's product capacity has risen from 51 million per year to 76 million per year. Is this in line with normal business logic?
These problems are quite intriguing in Kang Mingsheng's business information. However, this is not the only doubt that the company has. The company's problems in purchasing and selling data are more worthy of attention.
A procurement data unable to match <br> <br> according to Kang Ming Sheng purchasing data disclosure, which in 2012 had been 35.3276 million yuan purchase rectangular lighting products, all accounting for 14.65% of total purchases over the same period, then this It is bound to correspond to the sales behavior of Changfang Lighting to Kang Mingsheng.
However, according to the sales data of the first five customers disclosed in the 2012 Annual Report of Changfang Lighting, although the specific name of the customer has not been disclosed, the data alone does not include the data of 35.327 million yuan; even if we assume The purchase amount disclosed by Kang Mingsheng is the data including the value-added tax. The corresponding non-tax amount should also be 30,194,500 yuan, which also does not appear in the sales data of the top five customers of Changfang Lighting.
In other words, there is a difference between the purchase amount recognized by Kang Mingsheng and the sales amount recognized by Changfang Lighting, and the difference amount is at least as high as one million yuan. So who is lying?
Second, the main customer identity in doubt look at the sales data <br> <br> Kang Ming Sheng, according to the information disclosed in the audit report, "Ruili City, Guang-source Trade Co., Ltd." has always been the company's major customers in the reporting period, In 2012, 2013 and the first quarter of this year, the corresponding sales amounted to 21,304,700 yuan, 29,255,800 yuan and 5,642,400 yuan, ranking the 4th, 3rd and 5th largest customers respectively.
Then, what is the company that has purchased more than half a billion products from Kang Mingsheng, and how is it a company? According to the information from the National Enterprise Credit Information Publicity System, “Ruili Guangjuyuan Trading Co., Ltd.†is registered. Founded in 2005, the registered capital is only 600,000 yuan. At the same time, according to the company's corporate information registered on the network, the total number of employees is only 5-10.
How can an ultra-small company with a registered capital of only 60,000 yuan and less than 10 employees be able to support the sales scale of more than half a billion yuan from Kang Mingsheng? How can this not be questioned by Kang Mingsheng’s huge sales? The authenticity of the transaction?
We will continue to pay attention to the follow-up development of this acquisition.
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