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The high premium is mainly due to the annual profit growth commitment of the original shareholders of Jinniu Grinding. The predicted net profit for 2017, 2018 and 2019 is 82.5 million yuan, 97.5 million yuan and 111.0 million yuan respectively. The accumulated actual net profit for the year will be no less than 291 million yuan. Considering that the net profit of Jinniu Grinding in 2015 and 2016 was 67.13 million yuan and 71.73 million yuan respectively, Jinniu Grinding will not increase its net profit in the future by more than 20%.
Not only that, according to the information disclosed in the acquisition report, Boshen Tools will also raise another 640 million yuan in this acquisition. In addition to paying the cash consideration and intermediary fees for this transaction, another 263.8 million yuan will be invested in the year. The production of 30 million square meters of coated abrasives project, which is equivalent to all the existing sandpaper production capacity of Jinniu. That is to say, in the future performance of Jinniu Grinding, a large part will be derived from the contribution of Boshen Tools in this fundraising investment. Since Boshen's acquisition consideration for Jinniu Grinding adopts the income method evaluation method and refers to the company's future expected profit, this means that Boshen Tools will improve the future profitability of Jinniu Grinding through this additional financing, and thus improve this time. Acquisition consideration.
In addition, from the data of the acquisition report disclosed by Boshen Tools, there are still many doubts about the operation and financial data of Jinniu's grinding, which is very worthy of attention.
1. According to the data disclosed in the acquisition report, the main products of Jinniu Grinding only include sandpaper and emery cloth. Among them, the output of sandpaper products in 2016 was 29.119 million square meters, while the sales volume in the same year was 27,069,700 square meters. From this, the difference between production and sales was 2,007,700 square meters, that is, in 2016, the company should form 2.0879 million square meters of sandpaper products. Add finished goods inventory.
At the same time, however, according to the information on the “Inventory of each period of the reporting period†disclosed in the acquisition report, Jinniu's sandpaper finished goods inventory at the end of 2016 was 2,737,900 square meters, compared with 2,301,400 square meters at the end of 2015. More than 400,000 square meters have been added, which is quite different from the 2016 annual production and sales of sandpaper disclosed in the acquisition report.
More than just sandpaper products, there are similar contradictions in the abrasive products of Jinniu. In 2016, the output of emery cloth products was 19,320,400 square meters, and the sales volume in the same year was 18,326,700 square meters. The calculation of production and sales was nearly 1 million square meters, that is, in 2016, the company should form 1 million square meters of new abrasive cloth. Finished goods inventory. At the same time, however, the inventory of sandpaper finished products produced by Jinniu was 1.833 million square meters at the end of 2016. Compared with the 1,597,700 square meters at the end of 2015, the newly-produced finished products were less than 240,000 square meters, which was also the same as the production and sales of abrasive cloth products in 2016. Large difference.
2. According to the disclosure report, Jinniu Grinding's purchase amount from the top five suppliers in 2016 totaled 181,511,400 yuan, accounting for 38.21%, which calculated that the total purchase amount for the year was only 310,158,100 yuan, even considering The VAT input tax, including tax purchases, is only 363 million yuan. At the same time, the cash flow statement "Cash for the purchase of goods, payment of labor" subject in 2016 amounted to 392 million yuan, significantly exceeding the total purchases in the same year. Under the normal accounting logic, this should result in a year-on-year decrease of the balance of payables of Jinniu Grinding in 2016 of approximately RMB 30 million.
However, in fact, according to the disclosed balance sheet data disclosed in the Jinniu Grinding Audit Report, the balance of accounts payable increased from 31,432,800 yuan at the end of 2015 to 36,790,400 yuan at the end of 2016, not only has not decreased, but also has millions of yuan. The increase, which is inconsistent with the difference between the purchase amount and the actual expenditure amount of the purchase funds, violates the basic financial accounting principle.
Abstract Bo deep tools on May 31 released the "issue of shares and cash to buy assets and raise matching funds Connected Transaction Report (Draft)", plans to price 12.25 yuan per share issue directed 7502.45 million shares, plus 28320 10,000 yuan in cash...
On May 31, Boshen Tools issued the “Issuing Shares and Paying Cash to Purchase Assets and Raising Matching Funds and Related Party Transaction Reports (Draft)â€, and plans to issue 75,024,500 shares at a price of 12.25 yuan per share, plus 283.2 million. Yuan Cash acquired the entire equity of Jinniu Grinding, which calculated the overall valuation of Jinniu Grinding as high as 1.2 billion yuan, compared with the company's audited net book value of more than 900 million yuan.