After hours on March 21, Shanghai Bright Power Semiconductor Co.Ltd(688368) ( Shanghai Bright Power Semiconductor Co.Ltd(688368) . SH) will hold an investor briefing on the termination of asset restructuring. Hu Liqiang, chairman and general manager of the company, Li Peng, representative of the counterparty and Nanjing Lingou Chuangxin Electronics Co., Ltd. (hereinafter referred to as "Nanjing Lingou") participated in the briefing.
Acquisition Premium 114345%, share price has dropped by more than 60% from the high
Since June 2021, Shanghai Bright Power Semiconductor Co.Ltd(688368) began to plan for asset restructuring. It plans to issue shares and pay cash to 14 shareholders such as Li Peng to purchase 95.75% equity of Nanjing Lingou. At the same time, the company plans to issue shares to no more than 35 specific objects to raise matching funds of no more than 194 million yuan. After the audit was suspended due to supplementary financial data and other information in December last year, the reorganization audit was not resumed until March 2022. However, after nearly nine months of planning, the reorganization of Shanghai Bright Power Semiconductor Co.Ltd(688368) ended in failure on March 17, 2022 due to "great changes in the recent market environment".
"The changes in the capital market, including one or more factors, led to the termination of the reorganization." Shanghai Bright Power Semiconductor Co.Ltd(688368) relevant people further pointed out to the interface news reporter that next, the company will not make relevant acquisitions for the time being .
Interface news learned that the above restructuring plan was officially released on July 2, 2021, Shanghai Bright Power Semiconductor Co.Ltd(688368) resumed trading on the following trading day (July 5, 2021) and gained a daily limit, the company's share price rose from 335.26 yuan / share when trading was suspended on June 18 to 580 yuan / share on July 29, with an increase of about 73% . However, since then, the Shanghai Bright Power Semiconductor Co.Ltd(688368) share price has fallen all the way , which has fallen by more than 60% to 207.82 yuan / share from July 29 last year to March 18, 2022, lower than the share price before the reorganization .
According to the latest restructuring plan released on February 25, 2022 and according to the evaluation of walkson, as of the benchmark date June 30, 2021, on the premise of continuous operation, the evaluation value of 100% equity of Nanjing Lingou is 645 million yuan, which is 593 million yuan higher than the audited book value of the parent company's net assets of Nanjing Lingou, and the appreciation rate is 114345% .
The final transaction price of 95.75% equity of Nanjing Lingou, the subject of this transaction, is determined to be 613 million yuan. The announcement shows that after the completion of this transaction, Shanghai Bright Power Semiconductor Co.Ltd(688368) will recognize a large amount of goodwill, and the goodwill balance in pro forma consolidated report is 593 million yuan , accounting for 17.35% and 27.49% of its total assets and net assets respectively.
According to the above restructuring plan, the total transaction price of the assets to be purchased this time is 613 million yuan, and 232 million yuan of the transaction price is paid by the company issuing shares to the counterparty. Based on this calculation, the number of shares issued to purchase assets by issuing shares this time is 1067375 shares that is to say, Shanghai Bright Power Semiconductor Co.Ltd(688368) will pay about 381 million yuan in cash to the participants
Behind the high premium, Nanjing Lingou was established in 2016. It is reported that, like Shanghai Bright Power Semiconductor Co.Ltd(688368) , Nanjing Lingou adopts the common fabless operation mode in the IC design industry. The company's core products are MCU chips, and the terminal market is mainly electric vehicles, electric tools, household appliances, industrial control, etc; In 2020 and 2021, the operating revenue will be 269533 million yuan and 915578 million yuan respectively, and the net profit will be 1.7161 million yuan and 214156 million yuan respectively.
performance commitment threshold is low and has been questioned by regulators for commercial rationality
In order to support the acquisition premium of more than 11 times, the trading party made a performance commitment, saying that it promised that the net profit accumulated by Nanjing Lingou in 2021, 2022, 2023 and 2024 after deducting non recurring profits and losses would not be less than 245 million yuan, and the net profit of the target company in each year during the corresponding performance compensation period would be 30 million yuan, 50 million yuan, 80 million yuan and 85 million yuan respectively. If the target company has implemented employee equity incentive during the performance commitment period, the equity incentive fee shall be excluded from the calculation of the above promised net profit. The performance commitment compensation of the performance commitment party is only assessed based on the four-year cumulative committed net profit.
It should be noted that the above performance commitment conditions have been modified. According to the restructuring plan given by the company in October 2021, Li Peng, Zhong Shupeng, Deng Ting, Zhang Weilong and Nanjing daomi, as performance commitment parties, promised that the accumulated net profit after deduction of Nanjing Lingou in 2021, 2022 and 2023 would not be less than 160 million yuan by comparison, it can be seen that only some counterparties in this transaction participated in the performance commitment, with a participation rate of 53.31%. Meanwhile, the cash consideration of the transaction was 381 million yuan, accounting for 62.08% of the total transaction consideration and 237.91% of the total three-year performance commitment of Nanjing Lingou , but except that part of the consideration of Zhong Shupeng (with the upper limit of 457155 million yuan) was linked to the performance commitment, the remaining 88% of the cash consideration was not paid on the premise that the counterparty completed the performance compensation.
This raises questions from regulators. In response to the previous restructuring plan, the examination and inquiry letter of Shanghai stock exchange requires Shanghai Bright Power Semiconductor Co.Ltd(688368) to settle comparable cases in the contract industry and commercial rationality, analyze the necessity and rationality of setting a high cash consideration far higher than the market comparable cases and the total performance commitment, and the rationality that most cash consideration payments are not linked to performance compensation , and the counterparty obtains cash consideration in advance Delay in performance commitment obligations, reasons for mismatch between rights and obligations and commercial rationality, is there a case of adjusting transaction pricing with cash consideration ?
It is also understood that Li Peng directly holds 21.95% of the shares of Nanjing Lingou and indirectly controls 33.25% of the equity of the target company through Nanjing daomi, Nanjing Hanran and Nanjing lingxun. However, this time, only Li Peng, Zhong Shupeng, Deng Ting, Zhang Weilong and Nanjing daomi are the performance promises. Shanghai Stock Exchange asked: why and why Nanjing Hanran and Nanjing lingxun did not participate? In this regard, Shanghai Bright Power Semiconductor Co.Ltd(688368) replied that according to the penetration of investors, except Li Peng, the main investors of Nanjing Hanran and Nanjing lingxun are external investors and do not participate in the daily operation and management of Lingou Chuangxin; " these two companies are held by Li Peng's friends and business partners. As financial investors, the partners of these holding platforms are unwilling to participate in performance commitment ".
On the whole, Shanghai Bright Power Semiconductor Co.Ltd(688368) believes that through the transaction, the company has obtained the resource advantages of Nanjing Lingou in the industrial foundation, technical reserves and sales channels of motor control chips and solutions, which can not only enhance the strategic layout of Listed Companies in the field of smart home, but also expand the new application scenarios of chips such as household appliances, electric vehicles, electric tools and industrial control, and enhance the market bargaining power of listed companies, Create new profit growth points.
Public information shows that Shanghai Bright Power Semiconductor Co.Ltd(688368) is a power management driver chip design enterprise, and its existing products include LED lighting driver chip, motor driver chip, AC / DC power chip, etc. Since the listing of Kechuang board, from December 2019 to August 2021, the company has successively increased its capital in Ningbo Qunxin and Shanghai Keyi, subscribed for Qingdao Juyuan Xinyue, Suzhou hushanhua core, Hainan huoyanxi and partnership shares, and acquired some equity of Shanghai Laishi semiconductor and Shanghai Xinfei semiconductor, with a total investment of more than 200 million yuan.
On February 23, Shanghai Bright Power Semiconductor Co.Ltd(688368) disclosed that the annual report for 2021 showed that the company achieved a main business income of 2.302 billion yuan last year, a year-on-year increase of 108.75%; The net profit attributable to the parent company was 677 million yuan, a year-on-year increase of 883.72%. The company said that it eliminated the irrational needs of customers by charging advance payment and raising product prices, and reached strategic cooperation with suppliers to bind production capacity.
The company's annual incentive target of .
