Behind The Photoelectric Trading Of China Army

To acquire a small private enterprise equity at a price equivalent to 22.5 times the paid up capital of registered capital.

Since its entry into China North Industries Group Corporation in 2008, 600435.SH has made frequent moves in asset restructuring and has been repeatedly sought after by the market.

And its latest acquisition of Beijing Optoelectronics Technology Co., Ltd. (hereinafter referred to as "

In September 2nd, China Mobile photoelectric announced that it would take 55 million yuan in cash and acquire 30% stake in the company.

The registered capital of Pu Dan photoelectric was 50 million yuan, and its net profit in 2008 and 2009 was -92 yuan and -215.9 million yuan respectively.

Change of registered capital

According to the information released by China Army optoelectronics, optoelectronics is a high-tech enterprise engaged in R & D and production of optoelectronic sensing devices and optoelectronic systems. Its main products are fiber optic gyroscopes used in aerospace, aviation, navigation, ordnance and other civilian fields.

The opto optoelectronics system was established in June 2008, and has only 2 years' history. Although the two capital increase has been made, the registered capital has reached 50 million yuan, but the company has paid only 2 million yuan in its currency capital.

The 55 million yuan produced by China Optoelectronics is 22.5 times that of the total paid cash capital of optoelectronics.

Of the 2 million yuan of paid money capital of Pudong photoelectric, 1 million 500 thousand yuan comes from Dalian Puzhou Aviation Technology Co., Ltd. (hereinafter referred to as "Dalian Puzhou"), and the remaining 500 thousand yuan is contributed by the natural person Jin Dongsheng, Geng Fan, Xue Ting, Mao Jian to the US China.

In August 2010, before its acquisition of 30% stake in opto opto electronics, China Optoelectronics made two capital increases.

Among them, in September 2009, the registered capital of the optoelectronics increased to 40 million yuan, of which 28 million yuan was invested in physical objects (machinery and equipment) and 10 million yuan was invested in currency.

The commercial information released by reporters showed that 28 million yuan in kind contributions were provided by the natural shareholders, namely, the new shareholder Jiang Ying Ying 14 million 500 thousand yuan, Jin Dongsheng 5 million 900 thousand yuan, the remaining shareholders 1 million 900 thousand yuan, the payment time was set before September 1, 2011.

According to the company charter of the company, according to the asset report issued by Beijing East trial Asset Appraisal Co., Ltd. in August 23, 2009, the above shareholders have pferred ownership of the invested real object (machinery and equipment).

However, a reporter's survey found that the above shareholders came from different cities and different working backgrounds. The location of the optoelectronic equipment provided by them, what they were and when they were paid were still unknown.

And the valuation process of these assets is also full of "mysterious" color.

The assessment report provided by Beijing Tianjian Xingye has clearly stated: "since the products produced by the optoelectronics are mainly used in the military market, and the military market is characterized by political and secrecy, the prediction is based on the market analysis data provided by the optoelectronics and the China Army optoelectronics."

A researcher from Qilu Securities told the financial weekly magazine that the assets of the military enterprises listed in the domestic stock market are 100 billion so far. Some real military enterprises such as Hongdu Airlines (600316.SH) and 600893.SH are also being evaluated.

However, the assets of a private enterprise are evaluated by the analysis data of the parties, which is called "political" and "confidentiality". This is the first case.

The new 10 million yuan currency was funded by Jiang Enying, a natural person, but the payment time was set in September 1, 2011.

In this way, Jiang Enying, a natural person, did not actually fulfill his cash contribution. Instead, he invested in the "political" and "confidentiality" physical assets and won the 61.25% stake in the company, becoming the largest shareholder.

After the change, the ownership structure of Pudong optoelectronics has changed to 3.75%: Jin Dongsheng, the largest shareholder in Dalian, 15% of the second largest shareholders, and 5% of the remaining 4 natural shareholders.

In January 2010, the company increased its capital by 10 million yuan.

Of which 7 million yuan comes from "capital surplus generated when the physical equipment was invested in the previous period". The price of 28 million yuan in kind invested in the first capital increase was assessed at 55 million 330 thousand yuan, which was higher than 27 million 330 thousand yuan of 28 million yuan and pferred to capital reserve.

Another 3 million yuan was paid by Jiang Enying, with the payment time of January 18, 2012.

So far, the registered capital of Pudong optoelectronics is still 2 million yuan, but its total registered capital has increased to 50 million yuan. Jiang Enying's subscribed capital ratio has increased from 61.25% to 62%, while the proportion of Dalian's PU state has dropped from 3.75% to 3%, and the proportion of other shareholders has not changed.

The 30% acquired by China Army optoelectronics is from Jiang Enying. During the same period, Jiang Enying pferred 5% to new shareholder Xue Mei, and Jin Dongsheng pferred 3% to new shareholder Deng Chuan.

At this point, the ownership structure of the opto electronics company changed to 30%, Jiang Enying accounted for 27%, Jin Dongsheng accounted for 12%, and the remaining shareholders accounted for 5% or 3% respectively.

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Who is the winner?

In this acquisition, the biggest winner is Jiang Enying, the largest shareholder of the opto optoelectronics company.

Prior to the acquisition, Jiang Enying's stake in the opto optoelectronics company was 62%, but its 31 million yuan contribution was only 18 million yuan in kind and capital reserve after the capital reserve was converted to capital stock, while the cash contribution of 13 million yuan should be paid in 2011 and 2012.

By the end of December 2009, the net assets of the company were only 53 million 520 thousand yuan, and the corresponding value of 30% shares sold by Jiang Enying to China Army photoelectric was 16 million 60 thousand yuan.

However, in the acquisition, the two sides agreed that the Chinese Army optoelectronics actually needed to pay Jiang Enying 55 million yuan, a premium of 242%.

From this calculation, Jiang Enying's equity value in the opto optoelectronics reached more than 110 million yuan.

At this time, Jiang Enying entered the opto optoelectronic system less than a year ago, without a cent of the capital contribution, its only physical assets contribution is not known to the outside world.

China Mobile optoelectronics believes that the design of the payment method of the purchase price guarantees the future initiative.

According to the acquisition plan, the 55 million yuan purchase price is paid in installments, of which 19 million 470 thousand yuan is paid within 15 working days on the premise that the pferor fulfills a series of obligations after the signing of the agreement.

The balance of 35 million 530 thousand yuan will be paid in three years. The terms stipulated by the two parties are as follows:

The first phase of the profit promised to cash (that is, 2010 profit of 2 million 460 thousand yuan), after paying 19 million yuan;

The second phase of the profit promise is fulfilled (i.e., 16 million 750 thousand yuan in 2011), and the payment is 10 million yuan.

After the third period of cash (i.e., 33 million yuan in 2012), the balance should be paid 6 million 530 thousand yuan.

If at the end of 2013, the total profit commitments of 2010~2012 three years will not be completed, the remaining price will no longer be paid.

After reading the takeover report, a private person in Beijing pointed out that it was difficult to achieve the purpose of ensuring the interests of investors by using the photoelectric design.

First of all, the condition of restriction is "not to complete the sum of profits in three years" instead of limiting it year by year. This is equivalent to loosening the restriction. Secondly, when the total profits of three years are not fulfilled, the surplus price will not be paid only 6 million 530 thousand yuan. At that time, Jiang Ying Ying has obtained a total price of 48 million 470 thousand yuan from the optoelectronics.

Therefore, it will take time for China army to recover all of its investment.

According to the announcement, it is estimated that the internal rate of return of investment is 19.59%, while the profit of 2008 is -92 yuan, and the profit of -215.9 will be RMB 10000 yuan in 2009.

The private person believes that it is not difficult to see signs of interest pmission from the paction.

This is the case. After the acquisition, China Mobile optoelectronics continues to pay the rest of the purchase. Actually, it is not difficult. With the optoelectronics as its shareholders and customers, it will be easy for us to make a profit of 30 million yuan after 3 years.

Real Optoelectronics

According to China Army photoelectric announcement, the fog industry is in line with national defense and military modernization development strategy needs, the military encourages development, and will also be widely applied in the field of civilian products.

The necessity of buying opto optoelectronics is to enhance the capability of navigation and control technology and create a new profit growth point.

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But does Pu Dan photoelectric really take on such a heavy responsibility?

The financial and national weekly reporter interviewed major customers and insiders listed on the OPD website by telephone.

Miss sun, Purchasing Department of Jiangsu Fei Ge optoelectronics Co., Ltd. is a direct contact with OPD.

Miss Sun said, "cooperation is still in the exploratory stage. We do not understand the strength and operation of their company, but their after-sales service is not bad."

The company has only two cooperation with the opto optoelectronics. The first time is to purchase 10 samples, of which 4 are in question and the technical parameters of the products are in question. This time, 9 products will be purchased and agreed to deliver at the end of September.

Shanghai Hengtong optoelectronic is also one of the main customers on the optoelectronic website.

But Huang, manager of the Ministry of Commerce, said, "there is no cooperation with the opto electronics, and no understanding of the optoelectronics."

Similarly, the marketing department of Beijing HangYu Measuring Technology Co., Ltd., who also produces fiber optic gyroscopes, said, "we have never heard of the company."

Also said that not heard of Opto optoelectronics, as well as Beijing photoelectric and optical communications Specialized Committee and Beijing Photoelectric Technology Research Institute and other optical industry authority.

Through web search, reporters found that only four companies in the Beijing region, including at least Beijing HangYu Measuring Technology Co., Ltd., are producing fiber optic gyroscopes, and products are being sold online.

According to the announcement of China Army photoelectric, the necessary R & D and production facilities have been built, and a strong R & D team with high quality and high quality has been set up.

But some employees of the optoelectronics press told reporters that Pu Dan is still in its infancy from personnel, plant and equipment, R & D capability and production capacity.

In September 16th, the reporter came to the Optoelectronics in Beijing economic and Technological Development Zone.

The whole company has only one small building, the front is a three storey office building (eight windows), and the back of the building is a few workshops, with only two floors.

There is a small bungalow on the right side of the building. It is a common house on the construction site, which is the dining hall of the company.

The time has come for work and there are about 30 employees coming out.

Most of them looked very young. The reporters interviewed 7 employees randomly. 5 people said they had been here for two months, and they were still in the internship period.

The doorman confirmed the employee's words: "this is a new company. Almost all employees came just a few months ago."

The reporter interviewed Li Junwei, the founder and engineer of Pu Dan.

According to him, the company had only a dozen people when it was first established, and now there are nearly 100 people (the front desk staff say about 60 people).

There are no more than 5 R & D personnel, a R & D director, and three or four assistants, many of whom are graduating from Career Technical College.

The company has four production lines: super luminescent tube (SLD), multifunctional integrated optical waveguide modulator (MIOC), optical receiver module (PIN-FET) and polarization maintaining fiber splitter (PMFS).

The four production lines are concentrated in the two storey building on the back of the building.

Li Junwei explained that this is because they produce high-tech products, so the scale of the workshop is small.

Li Junwei said that the current competition with PU Dan is only "aerospace 13" and an enterprise in Sichuan.

There are many customers, and many large state-owned enterprises also buy their products.

But he said that the competitiveness of the company is mainly due to the fact that "the boss and the aerospace industry and the military industry have wide connections and are familiar with many people in this circle".

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Complex Pu Group

The motivation of the opto opto optoelectronics purchase is optimistic about the market prospects of the products such as fiber optic gyroscopes and the future development of the optoelectronics, so we are willing to pay high prices.

Reporter survey found that behind Pudong optoelectronics, it is a huge Pui group.

In combing the shareholders of the opto opto electronics company, reporters found that the shadow of China Aviation Industry Group (hereinafter referred to as "China Aviation Group") is behind the company.

Jin Dongsheng, the third largest shareholder, is the chairman of Beijing Blue Sky Aviation Technology Company.

Jin Dongsheng was born in Beijing in January 1959 and graduated from Beihang University in July 1982. He worked in the Ministry of science and technology of the former national defense science and Technology Commission and the aviation equipment Bureau of the General Armament Department of the General Armament Department for nearly 20 years.

AVIC Beijing Lantian Aviation Technology Co., Ltd., formerly known as Beijing blue sky simulator technology development center, was founded in 1975 and is the first professional manufacturer to develop and produce large aviation simulators in China.

Dalian Puzhou aviation technology company, the largest shareholder of Pudong optoelectronic company, is engaged in research and production of aviation ground support equipment, engineering vehicles and unmanned aerial vehicles.

His legal representative is Jia Annian, general manager of Zhengzhou aircraft equipment company of China Aviation Group.

This man graduated from Northwestern Polytechnical University in 1982. He was recognized as the "511 talents engineering academic leader" in the defense science and technology industry, and a model worker in the aviation industry.

What is more complicated is a number of technology companies that are related to Pudong optoelectronics and begin with the word "Pu".

Reporters learned that Pudong optoelectronics chairman Lin is also a legal representative of Beijing puchen Technology Co., Ltd.

Jiang Enying, a shareholder of the opto electronics company that sells shares, is also a legal representative of Shenzhen Puguang Guidance Technology Co., Ltd.

According to the press survey, Beijing puchen technology, Shenzhen Puguang guidance, Shenzhen puyun aviation Photoelectric Technology Co., Ltd. and Shenzhen Pudong Technology Co., Ltd. are all affiliated companies of Pudong optoelectronics, and their relationship is "companies that are invested by controlling shareholders".

Among them, the controlling shareholder of Shenzhen puyun Optoelectronic Technology Co., Ltd. is Huayan instrument, which is restructured by China Aviation Group Shaanxi Huayan Aviation Instrument Co., Ltd.

And in the product sequence of Huayan instrument, there are also fiber optic gyroscopes.

Reporters learned that Jiang Enying's household address in Dalian, Liaoning, was born in 1961.

The chairman of Pudong optoelectronics is born in 1980 in Wuhu, Anhui. He was born in 1980. He graduated from Dalian University of Foreign Languages in 2002. He worked as an office director in Pan American Lihua Management Consultants Limited, and was assistant general manager in Puzhou, Dalian.

Beijing Pan American Lihua legal representative is Guan Fengying.

Under the name of Guan, there is also a Pan American Beijing Technology Co., Ltd., the two companies and the optoelectronics, currently in the Beijing economic and Technological Development Zone, No. 18, No. four Jinghai Road, 18. Before August 2009, the company was also working with the two companies in 508 office, Bai Yan building, North Fourth Ring Road, North China.

Among the list of creditors who opted for the 2009 year of the OPD press, one of them came to the kindergarten in Chaoyang District, Beijing. The industrial and commercial information shows that the board members of the park are Jiang Enying, Guan Fengying, Memetjan and Lin Zi.

In the list of creditors of the kindergarten, a pupu electrical and Mechanical Research Institute Co., Ltd., which is the beginning of the word "Pu", appeared in Dalian.

Relevant information shows that the company is engaged in R & D of military products, such as hanging cars and so on.

Thus, behind Pudian optoelectronics, "Puji company" has become an impressive array.

What is the relationship between them and China Army photoelectric group and China Aviation Group? Just like the China Army optoelectronics's 30% stake in the opto electronics market, the market is still hard to see.