Beijing of Chinese economy net on May 16 dispatch (Hua Qingjian of reporter Han Yijia) on May 13, health division share (300061.SZ) is received do poineering work board annals asks ask case, the requirement combines property group range, premonitory, wall bulletin and annals are opposite demonstrative company outstanding achievement business praise the account that amount of the preparation that reduce a cost puts in major difference.
Be in early on April 19, health division share ever released 2018 year outstanding achievement premonitory reach outstanding achievement wall bulletin to amend announcement. Business profit of health division share amends fluctuant extent to amount to 301.75% ; Vest in appears on the market the net gain of company shareholder amends fluctuant extent to be as high as 363.9% . Health division share expresses to be pair of wholy-owned subsidiary Shanghai limited company of science and technology of banner plan intelligence (the following abbreviation " banner plan intelligence " ) the business that form praise reach the intangible assets that assesses rise in value plan carry decrease a value to control be caused by 1.19 billion yuan.
What outstanding achievement of health division share amends generation is gigantic fluctuant drew above all pay an attention greatly. On April 22, hand in place greatly to issue attention letter, share of requirement Kang Qi corrects the problem such as deficit to net profit, whether to exist the case that uses asset to decrease a value to undertake bathing greatly makes written return.
On September 22, 2016, kang Naite (predecessor of Kang Qi share) release trade transaction, the way that plans to pay cash through issueing share to reach buys banner plan intelligence the equity of 100% , trade the price is 2.34 billion yuan. Be not capital of form a complete set of collect of share of fair development travel among them 1.23 billion yuan, issue share amount not to exceed 126 million, issue the price to be every 9.78 yuan. Among them collect capital predicts 30 million yuan to pay intermediary charge etc to issue charge.
Issue according to counteracting " asset evaluates transaction " , up to evaluate fiducial day on September 30, 2015, net assets of face of Zhang of banner plan intelligence is eighty million four hundred and seventy-eight thousand two hundred yuan, evaluate according to earnings standard, the assessment of 100% equity is worth banner plan intelligence it is 2.363 billion yuan, appreciation forehead is 2.282 billion yuan, appreciation rate is 2835.95% ; Trade after finishing, kang Naite will confirm 2.24 billion yuan of trade praise.
How does Guo Taijun regard the independence that trades this as financial adviser, trade to this very value, say to buy be helpful for Kang Naite increasing continuously business ability, raise asset quality, improvement financial standing, increase to last for a long time gain ability.
However what banner plan intelligence brings for health division share is however plan promote trade praise reduce a cost 1.1 billion yuan of net 2018 gain that cause drops considerably, and 2017, successive 2018 two years half-baked affirmatory outstanding achievement sparked outstanding achievement amends an article.
On April 26, health division share was announced 2018 outstanding achievement. The company realized business income 2018 2.305 billion yuan, increase compared to the same period 16.00% ; Implementation vest in appears on the market the net gain of company shareholder - 793 million yuan, drop compared to the same period 365.75% . Health division share represents, report period, the company is via battalion outstanding achievement negative, main plan promote big business praise the be caused by that reduce a cost, this period plan promote trade praise reduce a cost 1.145 billion yuan.
With day, how does Guo Taijun issue the independent and financial advisory opinion that check, those who say the basis believes accountant office to issue greatly " the examine and verify that outstanding achievement acceptance realizes a circumstance to explain reports " , 2015 year, 2016 year, 2017 year with 2018 year banner plan intelligence comes true unless,buckle regular profit of the net after the duty of partner of parent company of the vest in after increase and decrease is eighty-five million seven hundred and fifty-two thousand three hundred yuan respectively, 179 million yuan, mix 319 million yuan 224 million yuan, unless,buckle affirmatorily 4 years regular profit of the net after the duty of partner of parent company of the vest in after increase and decrease is 80 million yuan respectively, 160 million yuan, 245 million yuan mix 345 million yuan, 97.33% of acceptance of outstanding achievement of accumulative total implementation, spark outstanding achievement amends an article, filling indemnity forehead is sixty-two million four hundred and six thousand five hundred yuan.
Be worth what carry is, health division share pays in be bought this only cash is right valence amount 880 million yuan.
How did Guo Taijun protect Jian in all 2018 the meeting on 4 IPO enterprise, the percent of pass that protect Jian is 75% . Last year on March 13, on April 10, on April 17, of Jian of Guo Taijun security inferior general share (Cheng Xincai of 603013.SH) , red (laser of division of 603650.SH) , acute (the meeting on 300747.SZ) is passed; The Hangzhou that protected Jian on January 30 can be denied on Inc. of science and technology of dragon of sturgeon of 1000 islands lake.
Price of 28 times excessive buys health division share banner plan intelligence pays nearly 900 million cash to win 2.2 billion business to valence praise
On September 22, 2016, kang Naite is released " issue share to reach pay cash to buy property and capital of collect form a complete set and correlation trade transaction (edit draft) " . Kang Naite drafts Xiang Heshun investment, with interconnection of elegant investment, An Ci, beauty inferior achieve enjoy, Yi Mu science and technology 5 orgnaizations partner and Liu Tao of partner of 2 natural people, Chen Yonglan, issue share to reach a to pay cash to buy its the banner of aggregate hold plan intelligence the equity of 100% .
Up to on September 30, 2015, the assessment of equity of banner plan intelligence is worth it is 2.363 billion yuan, decide via each, trade the price is 2.34 billion yuan. Among them cash is 880 million yuan to valence amount, share is 1.46 billion yuan to valence amount. Participate in gain to trade affirmatorily the other side (Liu Tao, with elegant investment, with suitable investment) aggregate hold banner plan intelligence 83% equity, trade to be 1.942 billion yuan to valence.
Trade transaction shows, kang Naite drafts Xiang Zhengxiang investment, An Ci to be achieved in all, blame of the capital when rich, Jun Tongxi distributes fund of share collect form a complete set publicly, use at paying trading cash is right of the valence and intermediary orgnaization charge, company that invests mark plan to build project, investment to appear on the market of the company in build project and complement to appear on the market company circulating fund, total of capital of collect form a complete set is 1.23 billion yuan, do not exceed this second 100% what plan to purchase asset value, issue share amount not to exceed 126 million.
According to trading this plan and rights and interests allocate executive circumstance, in deduct share out bonus to divide breath hind, this blame issues what share buys property publicly to issue the price to adjust it is 9.78 yuan / .
Trade this form major asset to recombine, and form correlation trade. The subscribe of capital of this collect form a complete set square one Zheng circle in the air investment fastens Kang Naite to control a person actually enterprise of Fei Zhengxiang pilot, at the same time Ren Zhengxiang of thing of trustee of Kang Naite part, inspect, senior administrator invests copartner. Accordingly, kang Naite and Zheng circle in the air investment is in this second correlation is belonged to before trading square.
Sign up for a word according to counteracting issued neutralization to judge (2016) BJV2045 date " asset evaluates transaction " , up to evaluate fiducial day on September 30, 2015, net assets of face of Zhang of banner plan intelligence is eighty million four hundred and seventy-eight thousand two hundred yuan, evaluate according to earnings standard, the assessment of 100% equity is worth banner plan intelligence it is 2.363 billion yuan, appreciation forehead is 2.282 billion yuan, appreciation rate is 2835.95% ; Evaluate according to capital base law, the assessment of 100% equity is worth banner plan intelligence it is ninety-nine million six hundred and sixty-eight thousand one hundred yuan, appreciation forehead is nineteen million one hundred and eighty-nine thousand nine hundred yuan, appreciation rate is 23.84% . Via trading both sides talks things over jointly, decide 2.34 billion yuan finally to 100% equity evaluate is banner plan intelligence.
Buy this trade to be 2.34 billion yuan to valence, with the evenhanded value of the net assets of asset Zhang face of mark was calculated ninety-nine million six hundred and sixty-eight thousand one hundred yuan on September 30, 2015, this major asset recombines after finishing, kang Naite will confirm 2.24 billion yuan of trade praise.
Banner plan intelligence is a bank innovation of card appreciation business serves a provider, use oneself big data to analyse applied ability, product to develop ability and phone sale to serve ability, offer a bank to block commodity mail-order for the bank in installment business, credit card Zhang is odd in installment sale business derives the integral solution such as sale of consumer goods of rights and interests with etc.
Trade transaction shows, 2013, 2014, reached 2015 2016 1-3 month, business income of banner plan intelligence is 114 million yuan respectively, 388 million yuan, 714 million yuan, 202 million yuan; The net gain with vest in possessory parent company is eight million and six thousand seven hundred yuan respectively, seventeen million five hundred and eight thousand five hundred yuan, eighty-nine million one hundred and ninety-seven thousand eight hundred yuan, thirty-six million seven hundred and sixty-four thousand seven hundred yuan; The only cash flow that management sex activity generates is seven million six hundred and seventy-five thousand six hundred yuan respectively, thirty-eight million seven hundred and twenty-eight thousand one hundred yuan, 110 million yuan, twenty-three million eight hundred and ten thousand four hundred yuan;
In addition, kang Naite and Liu Tao, Chen Yonglan, with elegant investment, with suitable investment, beauty inferior achieve enjoy, science and technology of An Ci interconnection, Yi Mu was signed " issue share to reach a to pay cash to buy asset agreement " , trade to just agree each " Liu Tao, part with the elegant investment, net gain that with suitable investment acceptance 2015 year, 2016 year, 2017 year, 2018 year realize banner plan intelligence not under the RMB 80 million yuan, 160 million yuan, 245 million yuan, 345 million yuan. " inside acceptance period, banner plan intelligence up to current period end accumulates implementation net profit to count under up to current period end accumulates affirmatory net profit to count, criterion Liu Tao, with elegant investment, should be in with suitable investment spend in those days " special examine and verify reports " inside 10 weekday after appointing media to announce, pay compensation to Kang Naite.
Buy to this, kang Naite is in trade express in transaction, trade after finishing, the company can expand the bank blocks appreciation business domain quickly, abound existing business structure, promote a company effectively operation, form good abidance gain ability. In the meantime, the company will be become those who have lens to produce service of innovation of business of marketing and bank card appreciation to run paralell is double advocate course of study appears on the market company, conduce to a company running a risk dispersedly, dig new profit point of growth, safeguard better appear on the market the interest of company shareholder.
How does Guo Taijun regard independence as financial adviser, express in independent and financial advisory report, trade this be helpful for appearing on the market the firm increases continuously business ability, be helpful for appearing on the market the firm increases asset quality, improvement financial standing, increase to last for a long time gain ability.
Capital fund of health division stock reduces a cost suddenly turn hostile of 1.2 billion outstanding achievement is brought hand in an attention greatly to ask ask
On September 22, 2016, kang Naite releases announcement to say, the company issues share to reach pay cash to buy property and capital of collect form a complete set and correlation trade item obtained Chinese card inspect on September 18, 2016 meeting approve.
On October 11, 2016, banner plan intelligence already at this point second issue share to bought matters concerned of capital transfer ownership to deal with industrial and commercial change to register formalities. Banner of Kang Naite hold plan intelligence the equity of 100% , banner plan intelligence already became the wholy-owned subsidiary of the company.
On November 18, 2016, kang Naite is released trade executive circumstance and add share newly to appear on the market announcement book, say to issue the share that increases share newly this to appear on the market to had won approval of Shenzhen stock exchange, add share newly to appear on the market day is on November 22, 2016.
On July 28, 2017, kang Naite issues the announcement that changes company name and negotiable securities abbreviation. Via company application, and approve of classics Shenzhen stock exchange, since July 28, 2017, abbreviation of company negotiable securities by " Kang Naite " change is " Kang Qi share " .
Although Kang Qi share to buying foreground very value, banner plan intelligence 2017, successive 2018 two years of half-baked affirmatory outstanding achievement.
According to how did Guo Taijun last on May 9, 2018 superintend and director guides opinion book shows, 2015 year, 2016 year with 2017 year banner plan intelligence comes true unless,buckle regular profit of the net after the duty of partner of parent company of the vest in after increase and decrease is eighty-five million seven hundred and fifty-two thousand three hundred yuan respectively, mix 224 million yuan 179 million yuan. Banner plan intelligence achieved outstanding achievement commitment only 2017 91.52% 245 million yuan, fail to complete affirmatory outstanding achievement.
On April 26, 2019, how does Guo Taijun issue the independent and financial advisory opinion that check, weigh 2018 year, the net gain of the vest in parent company that comes true after audit of classics of banner plan intelligence is 339 million yuan, the interest income that deducts the generation before capital of collect of form a complete set throws collect to cast a project to use one million five hundred and twenty-four thousand nine hundred yuan, collect capital is temporarily additional circulating fund takes up cost is mixed six hundred and fifty-nine thousand three hundred yuan blame is regular the net profit of the vest in parent company after increase and decrease is 319 million yuan, come true outstanding achievement is affirmatory 2018 92.33% 345 million yuan. Former partner of banner plan intelligence is accordingly half-baked outstanding achievement of 2018 year acceptance.
Additional, banner plan intelligence unless,2015 year are buckled 4 years to 2018 year regular 97.33% of acceptance of outstanding achievement of implementation of accumulative total of profit of the net after the duty of partner of parent company of the vest in after increase and decrease, after calculating, current should compensate amount to be sixty-two million four hundred and six thousand five hundred yuan.
In addition, this year on April 19, health division share ever released 2018 year outstanding achievement premonitory reach outstanding achievement wall bulletin to amend announcement. Announcement shows, business profit of health division share turns into 414 million yuan by gain deficit 686 million yuan, after amending, fluctuant extent is amounted to 301.75% ; Vest in appears on the market the net gain of company shareholder also turns into 306 million yuan by gain deficit 788 million yuan, after amending, fluctuant extent is as high as 363.9% .
Health division share represents in correction announcement, outstanding achievement is premonitory reach amendatory of outstanding achievement wall bulletin main reason is the business that to wholy-owned subsidiary banner plan intelligence forms praise reach the intangible assets that assesses rise in value to decrease a value to increase. According to audit, evaluate preliminary result, the trade that predicts to buying banner plan intelligence is formed praise reach the intangible assets that assesses rise in value plan carry decrease a value to be controlled 1.19 billion yuan.
On April 22, hand in place greatly to issue attention letter, ask health division share combines outstanding achievement to amend around the particular operation circumstance of banner plan intelligence and business praise the change of property group limits of the place, the analysis explains the company discovers asset presence reduces the time that is worth evidence, this second outstanding achievement amends the company in business praise decrease value and the intangible assets that assess rise in value to reduce a cost relatively outstanding achievement is premonitory the account that produces major difference with outstanding achievement wall bulletin, whether to exist to undertake not in time decreasing is worth the case of the test, whether to put in the case that answers historical outstanding achievement to undertake date from is adjusted, whether to put in the case that uses asset to decrease a value to undertake bathing greatly.
On April 26, health division share was announced 2018 outstanding achievement. The company realized business income 2018 2.305 billion yuan, increase compared to the same period 16.00% ; Implementation vest in appears on the market the net gain of company shareholder - 793 million yuan, drop compared to the same period 365.75% ; Implementation vest in appears on the market of company shareholder unless,buckle regular the net profit of increase and decrease - 849 million yuan, drop compared to the same period 422.87% .
According to 2018 annals, capital fund of health division stock reduces value loss 1.226 billion yuan, basically be plan promote trade praise, intangible assets decreases a value to prepare be caused by.
On May 13, health division share is received do poineering work board annals asks ask case. Do poineering work board company management department expresses, inside report period, trader of health division stock praise Zhang face remaining sum 2.337 billion yuan, plan carry the preparation that reduce a cost 1.145 billion yuan, basically be pair of banner plan intelligent plan carries be caused by of the preparation that reduce a cost, exceed outstanding achievement considerably premonitory the amount of the preparation that reduce a cost of 90 million.
Do poineering work board what company management department asks Kang Qi share combines crucial parameter is affirmatory (when be like present worth of flow of predicting future cash forecast period increase rate, stability period increase rate, profit margin, fold lead now, forecast period etc) , define be opposite inside report period each business praise the method that the project has decreasing is worth checking a process to reach affirm the preparation that reduce a cost; Combine property group range, premonitory, wall bulletin and annals are opposite demonstrative outstanding achievement business praise the account that amount of the preparation that reduce a cost puts in major difference; Whether is year put in the evidence that reduce a cost before the specification, whether to put in the state that should reduce a value to did not reduce a cost.
