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Not long ago, Forum Jun paid attention to such a case: the New Third Board Company was delisted, and the listed company terminated the acquisition. (For details, see "The cooked duck flies! After the delisting of the New Third Board Company, the listed company said it will not be bought!")
In October, the second and third "cooked ducks" also flew away.
Jinya Technology 300028, the third acquisition of the stock bar collapsed
On October 30, the listed company Jinya Technology (300028) issued an announcement to terminate the acquisition of Zhuoping Technology (833894) of the New Third Board Company.
Jinya Technology was established in 1999. It is mainly engaged in the research and development, production and sales of software and hardware for the front and back of digital TV systems. Zhuoying Technology is relatively young. Founded in 2012, it is mainly engaged in the research and development and sales of intelligent set-top box terminal application software.
The two companies are located in Chengdu, both of which are engaged in TV hardware and software related industries. It is very likely that they will be a win-win situation. On December 1, 2016, both companies issued a major asset restructuring suspension announcement.
On January 16 this year, Jinya Technology released a report on major asset acquisitions and related party transactions, which disclosed that it intends to purchase 100% of Zhuoying Technology's equity. The transaction price was initially set at 600 million yuan. After adjustment, Jinya Technology intends to acquire 75.03% of Zhuo Ying Technology's equity, with a price of 450 million yuan.
A good acquisition, how can you buy it without buying it? Jinya Technology said that the two parties failed to reach an agreement on some of the terms of the final trading plan, and the company believes that the conditions for continuing the project are not yet mature.
On November 1st, when Jinya Technology held an investor briefing, it further stated that it had conducted several rounds of negotiations with Zhuoying Technology, but ultimately did not reach an agreement on valuation and pricing plan.
Although Jinya Technology believes that the termination of the acquisition will not adversely affect the company's development strategy and production operations, nor will it affect the company's future development strategy, but the actual situation may not be the case.
Jinya Technology said in the acquisition plan that Zhuoying Technology is located in the upstream of its industry. After the acquisition, both parties can achieve business synergy in software and hardware production, achieve a win-win situation in business development, and their profitability and risk resistance will be significantly improved.
In the first three quarters of this year, Jinya Technology's operating income was only 14.74 million yuan, down nearly 90% year-on-year; net profit loss was 30.07 million yuan, continuing the loss since 2016. Some investors bluntly said that Jinya Technology's revenue is not as good as the scale of a township enterprise.
In addition, Jinya Technology also "has a case in the body", the company and the actual controller Zhou Xuhui is suspected of violating the securities law, is being investigated by the Securities and Futures Commission, the investigation has been going on for two years. During the period, Jinya Technology continued to announce the risk of the stock being suspended.
All in all, at present, Jinya Technology's main business shrinks and its performance declines seriously. There is a risk of suspension of listing and the risk of “wearing stars and wearing capsâ€. In the past two years, Jinya Technology has been looking for acquisition targets, but the previous two acquisitions have failed. This acquisition, which lasted nearly a year, failed again, and it is not good news for Jinya Technology.
For Zhuo Ying Technology and its shareholders, the most direct impact is two.
The first is the shareholders who could have withdrawn from this acquisition, and their wishes have failed. During the listing period, Zhuo Ying Technology made a fixed increase in March 2016, issuing 617,922 shares at a price of 38.84 yuan. At this time, the company's valuation was about 263 million yuan. The purchase price of Jinya Technology's offer price is significantly higher than the fixed valuation.
As mentioned earlier, Jinya Technology has always had the risk of being suspended from listing. Zhuo Ying Technology is willing to take the risk to participate in the transaction. Presumably shareholders are willing to take the opportunity to withdraw.
In addition, shortly after the announcement of the acquisition announcement, Zhuo Ying Technology applied for delisting, officially delisted on June 27, and did not even send the 2016 annual report. This is good, Zhuo Ying Technology did not sell, but it was delisted, and it has become a limited liability company, exactly the same as the Junbo network.
Someone may have to ask, maybe Zhuo Ying Technology is willing to delist, is it irrelevant to this transaction?
In fact, it can be seen from the acquisition report of Jinya Technology that Jinya Technology wants to acquire the equity of Zhuo Ying Technology after being changed into a limited liability company. Zhuo Ying Technology is delisted and changed to a limited liability company, which belongs to this transaction. Part of the delivery step.
New Third Board Company does not sell
Two days before Jinya Technology terminated the acquisition, on October 27, the listed company Jialin Jie 002486, shares (002486) also announced the termination of the acquisition of the new three board company Deqingyuan (835923). Unlike the horizontal integration of Jinya Technology, Jialinjie plans to conduct a cross-border acquisition.
Jialinjie is mainly engaged in the production and sales of high-end knitted fabrics, and also engaged in the production and sales of knitted fabrics. Deqingyuan is mainly engaged in the production and sales of laying hens, eggs and egg products.
Here, the forum must be specially stated that although Deqingyuan sells small eggs, it is not a small one. On the official website, Deqingyuan claims that its own eggs are "the eggs under the dream." In 2016, Deqingyuan's operating income was 586 million yuan, while Jialinjie was 727 million yuan.
According to the acquisition plan, Jialin Jie will pay 134 million yuan in cash to acquire 8.91% of the shares of Deqingyuan, and increase the capital of Deqingyuan by 1.1 billion yuan. Coupled with the 5.45% stake held by Jialinjie, after the transaction is completed, Jialinjie will hold 50.47% of the shares of Deqingyuan.
According to Jia Linjie’s announcement, the acquisition was not successful, and the problem lies with Deqingyuan. On October 25, Deqingyuan held a general meeting of shareholders, and this major asset restructuring proposal was not passed. To put it bluntly, the shareholders of Deqingyuan are not selling!
Similar to Zhuoying Technology, Deqingyuan has also delisted from the New Third Board. However, due to the fact that Deqingyuan rejected the acquisition proposal, to a certain extent, Deqingyuan still has the initiative. But for Jia Linjie, the situation may be different.
Judging from the announcement, Jia Linjie has higher expectations for this acquisition. The company said that in the case of the textile industry facing the continuous growth of business resistance, investing in the investment prospects of Deqingyuan with good development prospects, aiming to improve profitability, vigorously develop the egg business, and enlarge and strengthen the physical industry...
The chairman of the company has also disclosed to the media that it is not possible to exclude the continuous acquisition of eco-health assets in the future, and to build Jialinjie into a supplier, operator and service provider of a series of eco-health products. In other words, the acquisition of Deqingyuan is likely to be just a starting point.
After the failure of the acquisition, Jia Linjie’s good wishes were temporarily lost.
At present, the profit pressure faced by Jialinjie is not small. From the first quarter of 2015 to the present, Jialin Jie has lost 11 consecutive quarters of net profit. In the first three quarters of this year, Jialin Jie deducted the net profit loss afterwards. 45.66 million yuan.
I wonder if it is worried that the share price will fall after the termination of the acquisition. On October 27, when Jialinjie announced the termination of the acquisition, it also announced the Dongxu Group's increase plan, but Jialinjie after the resumption of trading fell by 6.78%.
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