Ruifeng Optoelectronics (300241) announced on the evening of September 27 that the company intends to purchase 85% of Shenzhen Lingtao Optoelectronics Technology Co., Ltd. (hereinafter referred to as Lingtao Optoelectronics) held by Wang Weiquan and Peng Xiaoling in a combination of issuing shares and paying cash. Equity, and intends to raise funds from the actual controllers Gong Weibin, TCL, Wenshi Investment, and “Haitong Dingzeng No. 2 Directional Asset Management Plan†for non-public offering of shares, in addition to the cash consideration for the transaction and the transaction. In addition to the expenses, the remaining raised funds are all used to supplement the company's working capital.
The total estimated value of 100% equity of Lingtao Optoelectronics is 237,764,800 yuan, with a value-added rate of 192.48%. The 85% equity value of Lingtao Optoelectronics is 20,200,600 yuan. After the friendly negotiation between the parties, the transaction price of the underlying assets is determined to be 200 million yuan. Among them, the share price of the shares accounted for 53% of the total transaction price, and the equity consideration was RMB 106 million. According to the current issue price of 9.08 yuan/share, a total of 11.674 million shares were issued. The matching fund will be raised 200 million yuan, calculated according to 9.08 yuan / share, the company needs to issue no more than 2202.64 million shares.
The shareholders of Lingtao Optoelectronics promised that the company's audited net profit after deducting non-recurring gains and losses in 2015, 2016 and 2017 is the performance target, of which: the 2015 performance target is not less than 27 million yuan, and the 2016 performance target is Not less than 30 million yuan, and the total of no less than 90 million from 2015 to 2017.
After the completion of the transaction, the company's 2014 annual pro forma operation revenue, total profit and net profit increased significantly compared with the pre-transaction. In 2014, the company's operating income increased by 140.634 million yuan compared with the pre-transaction. The total profit increased by 22.491 million yuan compared with the pre-transaction. The net profit attributable to the owner of the parent company increased by 18.88 million yuan compared with the pre-transaction.
Ruifeng Optoelectronics and the standard company Lingtao Optoelectronics belong to the LED packaging industry. Through this transaction, Ruifeng Optoelectronics consolidates and strengthens its position in the LED backlight field; the technical staff of both parties can further enhance product performance, accelerate product upgrades and enhance competitive advantage through sharing learning, cooperative development, and cross-domain integration; In this transaction, the listed company will be deeply integrated in technology, market, management, finance, etc. After the completion of this transaction, Lingtao Optoelectronics can form with suppliers, procurement channels, customers, sales channels and other aspects with Ruifeng Optoelectronics. Complementary.
In the first half of 2015, the company achieved revenue of 460 million yuan, a year-on-year increase of 13%; net profit of returning home was 21.66 million yuan, up 3% year-on-year; net profit of non-home return was 18.09 million yuan, up 9% year-on-year. The main reasons for the growth in performance are as follows: 1. The lighting LED market continues to expand. The company actively expands cooperation with well-known companies at home and abroad, achieving a rapid growth of 18%. 2. The company maintained a small increase of 4% in revenue by developing new medium and large size backlight LED customers. During the reporting period, the company's gross profit margin decreased by 2% year-on-year, mainly due to fierce competition in the LED lighting market and the decline in the price of lighting LED products.
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