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Red Weekly's direct attack on the major asset restructuring of Wanye Enterprises: the R & D expenses of the company's cross-border semiconductor equipment target assets need to be further clarified

Red Weekly's direct attack on the major asset restructuring of Wanye Enterprises: the company's cross-border semiconductor equipment target but through the joint efforts of both parties, the R & D expenses of the assets need to be further clarified

text/Su Hua

July 17, 2018, (,) disclose to the public the report on the purchase of assets by issuing shares (Draft) and other supporting documents. According to the draft, the listed company plans to issue shares to kestone Hong Kong and Suzhou Zhuoyu to purchase its 49% equity of kestone. In addition, according to the latest announcement of the company, the board of directors of the listed company considered and approved the purchase of 51.00% equity of kastone in cash, and the delivery has been completed recently. The transaction was priced at 970million yuan, an increase of 892million yuan over the book value, with a value-added rate of 1138.77%. The counterparty promised that the net profit attributable to the parent company in 2018, 2019 and 2020 after deduction of non-profit would not be less than 55 million yuan, 80 million yuan and 11.5 million yuan, respectively, with the highest record of 16 million yuan. After the completion of this restructuring, the listed company will own 100% equity of kastone. The draft also disclosed that Sanlin Wanye will transfer its 7% equity of Wanye enterprise to the national integrated circuit investment fund. After the transfer, the shareholding ratio of Sanlin Wanye will be changed to 13.53%. Thus, puke investment will become the controlling shareholders of the listed company, and Zhu Xudong, Jun and Wang Qinghua will become the actual controllers of Wanye enterprise

before this transaction, the main business of the listed company was development and sales. The main product of the target company is ion implanter. After the acquisition, the listed company will increase the R & D, production, sales and service business of ion implantation and related equipment. Kastone focuses on the development of three types of equipment: solar ion implanters, integrated circuit ion implanters and AMOLED ion implanters, which are mainly used in the production of solar cells, integrated circuits and AMOLED displays

in response to the inquiry letter of Shanghai Stock Exchange, the company gave the subject company a reasonable overestimation

on July 25, 2018, Shanghai Stock Exchange issued an inquiry letter, mainly asking the listed company to make corresponding replies on the realizability of the performance commitments of the subject assets and the financial and operating conditions of the subject assets. On August 6, 2018, listed companies held a media briefing on the contents of the inquiry letter on the Shanghai Stock Exchange

first of all, under the chairmanship of zhuxudong, chairman of Wanye enterprise, Mr. Zhu Yu and Mr. Ding Huiwen, experts in the integrated circuit industry, introduced the development and investment opportunities of the integrated circuit equipment and materials industry and the prospect of the ion implanter industry respectively, in order to make participants have a preliminary understanding of the ion implanter. Then, according to the meeting procedures, Li Yongjun, vice chairman of Wanye enterprise, explained the necessity of this transaction, the transaction pricing principle, the rationality of the valuation of the underlying assets, performance commitments, etc

as for the rationality of the production valuation of the first small pure electric vehicle based on the super lightweight technology platform of all aluminum space architecture + all composite outer panels, the subject of zixiaoant EQ1 is concerned by the market, Li Yongjun, vice chairman of Wanye enterprise, said: "The valuation value of 100% equity of kastone is 970 million yuan, and the underlying asset of this transaction is 49% equity of kastone, with a valuation of 475.3 million yuan. From the recent acquisition cases of comparable listed companies, the price earnings ratio of this transaction corresponding to the 2018 forecast net profit is 19.34 times, higher than the median price earnings ratio of comparable transactions in the same industry. The main reason is that the target company is in a period of rapid performance growth. This transaction is expected to The average performance growth rate of the target company is 49.74%, significantly higher than the median of 31.34% of the average performance growth rate in the forecast period of comparable transactions in the same industry. Combined with the performance growth rate, the high P/E ratio in the first year of the forecast period is reasonable. "

according to Zhou Wen, senior project manager of China enterprise China Appraisal: "This profit forecast is mainly based on the target company's on hand orders, market and customer demand, industry development trends and other factors. The business forecast for 2018 is based on the current on hand orders, and the subsequent business forecast is mainly based on market and customer demand, as well as the company's core competitiveness and other factors.

first of all, the target company's on hand orders in 2018 are sufficient, and the revenue forecast is reasonable, including photovoltaic ion injection The predicted performance of the Inbound Business in 2018 has been contracted and the sales volume has been determined, such as Taizhou Zhonglai, Xinao, Yingli, Shanghai machinery complete set, etc. the target company has actively arranged production, and will successively deliver goods in the second half of the year according to the contract progress, some of which have been recognized as revenue in the first half of 2018. The target company has signed a three-year strategic cooperation agreement with China and has made clear its purchase intention. In addition, it has also participated in the 2018 bidding of leading enterprises in the Yellow River hydropower industry such as the State Power Investment Corporation. The bidding number of ion implantation equipment of China Power Investment Corporation is four, and the bidding number of Yellow River hydropower is one. Compared with its competitors, kastone has the absolute advantage of batch supply. In addition, we signed trial agreements and long-term strategic cooperation agreements with battery manufacturers with high popularity in the industry such as Jingke and Taiwan Changsheng, and conducted technical communication with customers such as Longji and Atlas and actively tracked the progress of the project

in the integrated circuit business, the predicted business in 2018 has obtained a clear contract and defined the sales volume. Such as xinman, Chongqing Wanguo, ninebell, etc., and the target company has arranged production. According to the contract, it will be delivered within this year

in addition, the target company has also signed a trial agreement with Ruili integrated circuit on the product of high beam ion implanter, specifying the sales quantity and unit price. Recently, it has also signed a remanufactured ion implanter with a customer, communicating business needs with the Institute of Microsystems of the Chinese Academy of Sciences, and has a strong willingness to cooperate. At present, the target company has sufficient orders on hand, has strong ability to obtain business orders, and the revenue forecast is reasonable

second, from the perspective of market and customer demand, the photovoltaic industry takes higher photoelectric conversion efficiency as the core, and the conversion efficiency mainly depends on the improvement of battery technology. High efficiency crystalline silicon cells are the main direction of solar energy technology development, and the market demand for high-efficiency cells is also more urgent. The ion implanter produced by kastone is used for the preparation of n-type high-efficiency batteries. It has the advantages of high efficiency and low attenuation rate. It also has more advantages in pricing, and has become the target of battery manufacturers. In recent years, the development speed of integrated circuits in China has been higher than the global level. From 2011 to 2017, the average growth rate of integrated circuit sales in China was high. At present, the integrated circuit ion implanter developed and produced by kastone has been developed and formed products. Considering that the business has not yet completed mass production, but from the perspective of industry trends and localization trends, Kaishitong integrated circuit business will occupy a certain market share

third, kastone has obvious advantages. Kastone has broken the monopoly of foreign technology, the product performance has been industrialized verified, the product quality is stable, and has established a good brand image in the market. Compared with international manufacturers, kastone not only keeps pace with technology, but also has obvious price advantages and strong competitiveness. Based on the target company, this kind of order is sufficient, the business is sustainable, and the market demand will further expand, As well as the current industry position and competitive advantages of kaishitong, we believe that this valuation is reasonable and realizable. "

in addition, on another major concern of the market, the director of Zhongtai securities Ma shimmering, the sponsor representative, said: "As for the first half of 2018, as of June 30, 2018, the revenue of kastone in 2018 was 42.9 million yuan, the net profit attributable to the parent company was 8.69 million yuan, and the net profit after deducting non profit and loss was 6.41 million yuan. This data is a certain gap from the forecast for the whole year. What needs to be explained here is the month of 2018 and the month of 2017, because the month of 2017 is a public data in kastone It has been announced in the new third board. In 2017, the revenue of kastone was 6.62 million yuan. Compared with the same period, the absolute increase of kastone's operating revenue from the same period was 36.28 million yuan, with an increase rate of 547.67%. The net profit of scale after deducting fees in the same period of 2017 was negative 2.44 million yuan in the same period of last year. In 2018, it achieved 6.41 million yuan. Compared with the same period in 2017, kastone has achieved a net profit growth rate of several times. Just now, the evaluation agency also introduced the orders based on the retrial of this profit forecast, including large-scale high-efficiency solar cell manufacturers, and the core enterprises are (,), Suzhou Guoxin Institute and other enterprises. The forecast basically includes solar energy and IC, which are based on the retrial contract. Therefore, we expect that these contracts will be delivered and accepted successively in the second half of the year, and then implemented. We expect that there should be no major uncertainty in this revenue. "

doubts about the target company's R & D expense data

in the media Q & a session, Red weekly (,) proposed: "As of March 31, 2018, kastone has 91 employees, including 5 doctors and 8 masters. More than half of the employees are technical R & D personnel, covering many technical fields such as physics, semiconductor technology and automatic control technology, and have strong R & D strength and technical application ability. The draft discloses that the R & D expenses of the target company during the reporting period were 415700 yuan, 6351300 yuan and 510300 yuan respectively. Considering that the R & D expenses are mainly research and development expenses Materials and expenses required in the distribution process, as well as the salaries of R & D personnel. It can be inferred from this that the per capita R & D expenses of R & D personnel during the reporting period were only 15400 yuan, 119800 yuan and 9600 yuan. Is such expenses reasonable for a high-tech enterprise? "

for this, The listed company replied: "The above-mentioned R & D expenses of 415700 yuan, 6351300 yuan and 510300 yuan in 2016, 2017 and 2018 are only the R & D expenses expensed by kestone in each reporting period, excluding the capitalized R & D expenses included in the construction in progress in each reporting period. Moreover, the number of R & D projects in each reporting period is different from the stage of each R & D project, and the proportion of materials, labor and expenses in the R & D expenditure is not the same, so only expenses will be included The per capita R & D expenditure of R & D personnel obtained by dividing the R & D expenditure by the number of R & D personnel can not accurately reflect the actual R & D investment level of the target company in the reporting period. The capitalized amount of R & D expenditure in 2016 and 2017 was 35.5956 million yuan and 7.7609 million yuan respectively, and the total amount of R & D expenditure of the target company in 2016, 2017 and 2018 was 36.0113 million yuan, 14.1123 million yuan and 510300 yuan respectively. During the reporting period, the total R & D expenditure invested by kastone in touch screen operation and display of test results accounted for 40.05% of the total cumulative operating revenue. The total R & D expenditure including capitalized R & D expenditure is reasonable for a high-tech enterprise. "

if the statistics are based on the capitalization of R & D expenditure, Wanye enterprises still need to provide details of materials, personnel wages, equipment depreciation and so on, but these details have not been fully disclosed in this restructuring explanation meeting