On May 28, NavInfo disclosed a revised draft of the major asset restructuring plan, intending to acquire 100% equity of Jiefa Technology, with a consideration of 3.875 billion yuan, of which 337 million yuan was issued for the issue of shares, the issue price was 25.59 yuan/share, and the payment was 3.544 billion yuan in cash. yuan.
In addition, NavInfo also plans to raise funds by non-public offering of shares through the lock-up method to no more than 3.8 billion yuan, the issue price of 25.59 yuan, locked for three years, Tencent Industry Fund, Core Momentum Fund, Tianan Property Insurance, CITIC Jiantou Securities, Huatai Assets, Linzhi Jinhua, Huatai Ruilian, Anpeng Capital, Longhua Qifu and the employee stock ownership plan participated in the subscription.
Jiefa Technology is a provider of automotive electronic chip design and solutions, and NavInfo is the main vehicle networking solution.
For the purpose of the acquisition, NavInfo said that Jiefa Technology can help the company to open up the industrial chain and realize the overall strategy of the vehicle network.
However, the "Securities Market Weekly" reporter found that Jiefa Technology relies too much on large customers, and related transactions are clustered, gross profit margin is significantly higher than the peer level, it is difficult to find a reasonable explanation. In addition, Jiefa Technology also confirmed a large amount of equity incentive fees in 2015, and it is suspected of adjusting profits.
Earn 3 billion yuan in 3 years
Jiefa Technology was established on October 31, 2013. Leiling Technology invested US$5.5 million in Jiefa Technology, accounting for 100% of the registered capital. MediaTek holds 100% equity of Leiling Technology, which is the actual controller of Jiefa Technology.
Jiefa Technology was formerly the Media Electronics Division of MediaTek. The latter officially established the Automotive Electronics Division in 2011 with more than 80 employees. In October 2013, Jiefa Technology was formally established, and became a subsidiary of MediaTek, which is positioned as a car electronic entertainment chip-based automotive electronic chip. The former automotive electronics division was transferred to Jiefa Technology.
In August 2014, Jiefa Technology introduced high-tech venture capital from external investors. The latter invested 30 million yuan to subscribe for a total of 4,035,300 yuan, accounting for 10.75% of the total registered capital of Jiefa Technology. The remaining 2,956,700 yuan As the capital reserve of Jiefa Technology.
When Gao Xinchuang invested in the company, the 100% equity evaluation of Jiefa Technology was 340 million yuan, and the transaction evaluation price was as high as 3.875 billion yuan, a sharp increase of 3.535 billion yuan in just two years.
In this transaction, Ralink Technology and High-tech Venture Capital became the biggest beneficiaries. The payment considerations that can be obtained by the two companies were 3.212 billion yuan and 387 million yuan respectively, which was 3.178 billion yuan and 357 million yuan higher than the initial investment cost. The two earned a net profit of 3.535 billion yuan in just a few years.
The "Securities Market Weekly" reporter noted that in the transaction, the consideration paid by the listed company to Ralink Technology was all in cash. This is rare in listed companies' M&A transactions. Generally speaking, listed companies will use all or part of the payment of shares to bind the original major shareholders, which is more conducive to the future development of the acquisition target.
The reorganization draft shows that the staff composition of Jiefa Technology, upstream suppliers, downstream customers, asset composition, etc. are all inextricably linked with MediaTek. Will Unilink's subsidiary, Ralink Technology, continue to support the development of Jiefa Technology after receiving huge amounts of cash? Will Jay's business be affected? In this regard, the reorganization draft did not give any explanation.
Expenses are made at a time
According to the audit report, the revenues of Jiefa Technology in 2013, 2014 and January-November 2015 were 1.349 million yuan, 494 million yuan and 353 million yuan respectively, and the net profit was -247.54 million yuan, 200 million yuan, -1.14. 100 million yuan.
Why did JF Technology experience a large loss in January-November 2015? This was mainly due to the significant increase in administrative expenses. The administrative expenses for January-November 2015 were as high as 365 million yuan, compared with only 88.857 million yuan in 2014.
From January to November 2015, Jiefa Technology's management expenses increased significantly, mainly due to the implementation of equity incentives by Jiefa Technology in the current period. The executives and employees involved in the incentives increased their capital to Jiefa Technology at a lower price, based on the capital increase and the fair value of the equity. The difference between the two was confirmed by one-time payment of 260 million yuan.
The reorganization draft shows that in 2015, Jiefa Technology implemented employee equity incentives and introduced nine employee shareholding platform enterprises. After the implementation of the equity incentive plan, the registered capital of Jiefa Technology increased from 37.537 million yuan to 40.414 million yuan, and the newly added registered capital was The newly added nine shareholders subscribed for 5.2 yuan/unit of registered capital. For more details of the equity incentive plan, the draft reorganization does not give an explanation.
It can be seen that Jiefa Technology has confirmed all the equity incentive fees at one time. However, according to the regulations of the China Securities Regulatory Commission, the equity incentive fee should be amortized in installments.
The “Regulations on the Supervision of Listed Companies' Implementation of Accounting Standards for Business Enterprises†issued by the China Securities Regulatory Commission in 2009 (No. 1 of 2009) requires that listed companies should calculate the respective periods according to the conditions set by the terms of the option incentive plan and adopt appropriate valuation techniques. The fair value of the unit of the option; on each balance sheet date, the number of stock options that are expected to be revoked is revised based on the latest information on the number of vesting rights and the completion of performance indicators, and based on this, the expenses to be apportioned in each period are confirmed. For option expenses that span multiple accounting periods, it is generally possible to allocate the proportion of the waiting period in the accounting period to the length of the entire waiting period.
Taking Changliang Technology, a listed company, as an example, it launched a restricted stock incentive plan in April 2014, and plans to award 5 million shares to 133 incentive targets, accounting for 9.67% of the total share capital at the time of launch. The incentive target should be in the future. Unlocked in four times in 48 months.
According to the regulations of the China Securities Regulatory Commission, Changliang Technology should amortize the equity incentive expenses in installments in 2014-2018. The "Securities Market Weekly" reporter noted that Changliang Technology strictly abides by this regulation in the actual accounting treatment. The equity incentive fees confirmed in 2014 and 2015 were 73.157 million yuan and 12.510 million yuan respectively.
Why does Jiefa Technology not amortize the equity incentive fees, but a one-time confirmation? The "Securities Market Weekly" reporter noted that Jay Technology's treatment can reduce the expenses of future years and contribute to the performance commitment.
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