In order to improve the company's continued profitability, Xoceco plans to purchase Fuguang shares at a price of 1.6 billion yuan, which will enter the optical lens field. In this transaction, Xoceco will hold a 61.67% stake in Fuguang, which will enable the company to continue to operate healthily in the future.
On December 29, 2017, Xoceco announced that the company intends to purchase 61.67% of the shares of Fuguang Co., Ltd. at a price of 1.6 billion yuan, and enter the field of optical lenses and optical components.
The underlying assets of this transaction are 61.67% equity of Fuguang Co., Ltd. The transaction consists of two parts: the issuance of shares and the payment of cash to purchase assets and the issuance of shares to raise matching funds. Xoceco intends to issue shares and pay cash to some shareholders of Fuguang to purchase 61.67% of its shares in Fuguang, with a transaction amount of 1.6 billion yuan, of which 61.33% of the consideration for the issuance of shares is paid in cash. 38.67%.
At the same time, it will raise no more than 640 million yuan of matching funds to the supporting financing subscription party Yingtan Contemporary Issue Shares to pay the cash consideration of the transaction, the intermediary fees of the transaction and related taxes and fees. After the completion of the transaction, Xoceco will hold a 61.67% stake in Fuguang.
According to preliminary estimates, the estimated value of 100% equity of Fuguang Co., Ltd. in the assessment of Jihuai Day is 2.6 billion yuan, which is 1.978 billion yuan higher than the audited net assets (consolidated), and the value-added rate is 315.56%. According to the trading plan, Xoceco intends to issue shares to the 6 shareholders of Fuguang and pay cash to purchase 61.67% of its shares in Fuguang. Therefore, the amount of the underlying asset transaction is tentatively set at 1.6 billion yuan.
According to the reporter's understanding, there is also information that Fuguang shares have planned to go public this year. Fujian Fuguang Co., Ltd. plans to issue shares for the first time and go public. On March 29, 2017, it signed an initial publicity with Industrial Securities Co., Ltd. The stock issuance and listing counseling agreement was submitted to the Fujian Securities Regulatory Bureau of the China Securities Regulatory Commission on March 30, 2017 for counseling and filing materials, and was officially accepted on April 5, 2017. Check out the official website of Fuguang Shares, which has not been updated for a year!
With the help of this transaction, the company is transforming into a business with strong profitability and broad development prospects, realizing the transformation of the main business of the listed company, fundamentally improving the company's operating status, improving the company's asset quality, and enhancing the company's profitability and Sustained development capability to maximize the interests of shareholders of listed companies.
According to Xoceco's announcement in the announcement, Xoceco's original main business is sales of color TVs and accessories. In recent years, as the color TV industry has been transformed from CRT TVs to LCD TVs, the number of consumers per capita has become increasingly saturated, and the revenue of the color TV industry has increased. Slowly, the company's performance growth is weak. From 2010 to 2013, the company's revenue and net profit declined year by year. In 2013, the consolidated statement reported a loss of 349 million yuan.
According to the development prospects, assets and liabilities and actual operation of the industry in which the company was located, on November 6, 2013, the relevant shareholders of the company signed the “Frame Transfer Agreement on Xiamen Huaqiao Electronics Co., Ltd.†and the supplementary agreement, and agreed to Huaying. Technology and its controlling shareholders, Bermuda Tube, Huaying Wujiang and Jianfa Group, will assist the company to complete the necessary clean-up of existing assets, liabilities and personnel before December 31, 2014 to reduce operating burden and reduce financial risks. So as to achieve business transformation as soon as possible.
Based on the above reasons, after completing the original order, the company has stopped production of color TV business since April 1, 2014, that is, the original main business has basically stopped; and according to the confirmation of the shareholders, the company was in December 2014. On the 31st, the assets, liabilities, and personnel clearance work have been basically completed. In 2014, the company achieved operating income of 224 million yuan, and the net profit attributable to owners of the parent company was -230 million yuan. In 2015, the company expanded its electronic product procurement and sales business, achieving an operating income of 216 million yuan and a net profit attributable to owners of the parent company of 139.903 million yuan. In 2016, the company realized operating income of 373 million yuan, and the net profit attributable to the owner of the parent company was -5,102,100 yuan. It is still unable to change the situation in which the main business is weak, the profitability is insufficient, the core competitiveness is lacking, and the operating conditions are normal. .
In order to improve the company's sustainable profitability and risk resistance, and to protect the interests of all shareholders, especially small and medium shareholders, Xoceco intends to inject high-quality assets with strong profitability and sustainable operation capabilities, realize the overall transformation of the main business, and improve the company's operations. The situation enables the company to continue to operate healthily in the future.
According to the data, Fuguang is a high-tech enterprise specializing in the research and production of optical lenses, optical components and other products. It is the national "Shenzhou" series of aerospace engineering accessory products manufacturers, China's top 100 security companies. The main products are widely used in space observation, aerospace engineering and various military equipment and other fields as well as security monitoring, infrared thermal imaging and other civilian fields. Fuguang shares pay attention to the inheritance and innovation of technology, practice the development path of military-civilian integration, establish two major technological innovation platforms of military products and civilian products, and be rated as national technological innovation demonstration enterprises.
Fuguang shares promotes technological innovation in optical lenses with its deep technology precipitation in the field of optics. In the field of custom optical lenses, a series of large-caliber space observation lenses have been successfully developed, which are applied to space observations and major national aerospace projects such as “Shenzhou spacecraft†and “嫦娥探月â€; for civil optical lenses, the first in China to develop 5 million The 10 megapixel HD surveillance camera, infrared night vision lens, and telephoto lens are used in important occasions such as the Beijing Olympics, Shanghai World Expo, and National Day military parade. Fuguang's technical strength and product quality have won wide recognition from well-known companies at home and abroad such as Hikvision, Dahua, Axis, Yushi Technology, Tyco, Honeywell, etc., and formed a long-term and stable cooperation. relationship.
According to the information of the reporter, Fuguang has a total area of ​​113 mu and a construction area of ​​80,000 square meters. Fuguang Science and Technology Park is located in Jiangbin East Avenue, Mawei District, Fuzhou City, and is located in Fuqing City, Rongqiao Economic and Technological Development Zone. Subsidiary Fuguang Technology, Fuguang Tianzhu and Civil Products Branch. It has a staff of about 2,000 people, including more than 600 professional and technical personnel, more than 80 engineers and engineers, and a team of 5 government-subsidized experts.
The company has mastered the leading domestic optical lens design and manufacturing core technology, has more than 100 invention and utility model patents, and won more than 100 national and provincial awards. It has introduced more than 2,000 sets of modern optical lenses and optical lens production and testing equipment, and has an annual production capacity of 96 million optical lenses and 12 million optical lenses.
At the same time, domestic companies have cooperated with the Ministry of Industry and Information Technology, the Chinese Academy of Sciences, the Aerospace Science and Industry Group, the Weapons Industry Group, the Ministry of Public Security, the Ministry of Security, and the China National Shipbuilding Corporation, and have cooperated with more than 500 projects.
According to Xoceco, before the transaction, the main business of listed companies was the trading business of electronic products and the supply chain trading business. After the completion of this transaction, Xoceco's main business will be changed to research and production of optical lenses, optical components and other products.
The performance promiser promises to the listed company that the net profit realized by the target company in 2017, 2018, 2019 and 2020 (net profit attributable to the owner of the parent company after deducting non-recurring gains and losses) shall not be less than 77 million yuan, 125 million yuan, 183 million yuan and 253 million yuan, four years accumulated no less than 638 million yuan.
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