Feile Audio intends to acquire 100% equity of Beijing Shenan Group by issuing shares and paying cash, and the final price of Beijing Shenan Group is 1.59 billion yuan. Feile Audio issued a share price of 1.149 billion yuan, a ratio of 72.25%, and paid a consideration of 441 million yuan in cash, with a ratio of 27.75%.
Feile Audio intends to issue 246 million shares, of which the target company's shareholder Shen An jointly subscribes for 168 million shares, and the major shareholder Yidian Electronics (6.34, -0.03, -0.47%) and the company's management holding company Cash subscribed for 78 million shares and raised matching funds of 530 million yuan to pay cash considerations and supplement the working capital of the company. After the issuance, the total share capital of Feile Audio reached 985 million shares.
Beijing Shenan Group is a comprehensive enterprise integrating high-brightness LED lighting product design, research and development, production, sales, outdoor lighting, landscape lighting, indoor lighting and other lighting engineering projects, providing integrated LED lighting solutions. Through this acquisition, Feile Audio is expected to open up and extend the industrial chain of LED lighting and the application-side lighting engineering market to achieve strong alliance. Beijing Shenan Group's operating income in 2013 and January-May 2014 was 419 million yuan and 393 million yuan respectively, and net profit was 71 million yuan and 59 million yuan respectively. The projected net profit for 2014, 2015 and 2016 was 136 million yuan, 191 million yuan and 271 million yuan respectively.
The profit forecast of Feile Audio shows that by 2015, the operating income of listed companies will reach 3.852 billion yuan, the net profit will reach 285 million yuan, and the earnings per share will reach 0.29 yuan.
According to the plan, the shareholding of the state-owned shareholder of Feile Audio, Yidian Electronics Group, increased to 21.85% after the reorganization, and the shareholding ratio of the private counterparty Shenan was 17.10%, the largest shareholder of the state-owned and the second largest shareholder of the private sector. The stock ratio difference was 4.75%. According to the stable equity relationship agreement signed by the two parties, Yidian Electronics Group can unilaterally increase its holding of 5% shares, including Shen's joint 12-month ban and transfer to 3% of Yidian Electronics Group's shares. Implementation, the difference between the two stocks can be expanded to a maximum of 12.75%. While introducing private economic capital, Yidian Electronics Group effectively guaranteed and stabilized the state-owned holding position, and the program has its own characteristics.
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