1. Event
On October 8, 2018, the company issued a reminder that the actual controller of the company signed the transfer agreement of controlling shares and the resumption of trading of the company's shares.
two。 Our analysis and judgment
(1) transfer 15% equity to Fujian Electronic Information Group at a premium of 22%
According to the announcement, after the completion of the equity transfer, the company's controlling shareholder will be changed to Fujian Electronic Information Group, and the actual controller will be changed to Fujian SASAC. In total, Wen Kaifu, the company's controlling shareholder, and other shareholders of the company transferred about 470 million shares of the company, accounting for 15% of the total shares of the company, to Fujian Electronic Information (Group) Co., Ltd. Among them, Wen Kaifu transferred about 154 million shares this time, while the remaining shareholders transferred about 315 million shares, accounting for 4.93% and 10.07% of the total shares of the company, respectively, and the remaining transfer shareholders have not yet been determined. At the same time, Wen Kaifu agrees that within five years from the date of share transfer, the shareholders' rights corresponding to all the remaining shares of the underlying company, except for the rights of dividend, transfer, gift or pledge, shall be exercised exclusively, gratis and irrevocably by Fujian Electronic Information Group. After the completion of the equity transfer and the entrustment of voting rights, 29.79% of the company's shares will have the right to vote in the future, and the controlling shareholder of the company will be changed from Wen Kaifu to Fujian Electronic Information Group. The actual controller of the company will be changed from Wen Kaifu to Fujian SASAC.
The corporate governance structure has changed, but the management remains stable. After the ownership transfer, Fujian Electronic Information Group recommended and nominated six non-independent directors and two independent directors, and Wen Kaifu recommended and nominated two independent directors. Wen Kaifu promises that there will be no major changes in the existing management team of the underlying company. Fujian Electronic Information Group agrees that during the above-mentioned period, the target company should still be operated independently by the management team with Wen Kaifu as the core in accordance with the law.
Equity transfer sets performance commitments, compensation and incentives to ensure the stability of the company's operation. Wen Kaifu promises that the audited net profit of the company in 2018,2019 and 2020 shall not be less than 1.356 billion yuan, 1.492 billion yuan and 1.614 billion yuan respectively, otherwise it is necessary to fulfill the obligation of compensation. In addition, during the performance commitment period, if the target company overfulfills the performance commitment, Fujian Electronic Information Group will urge the company's authority to consider the adoption of 30% of the difference between the actual net profit and the promised net profit for the current year or 30% of the difference between the audited non-return net profit and the non-growth target realized in the current year (after comparing the absolute value of the difference between the two. Whichever is the lower) it is used to reward the core management team of the target company.
The equity transfer price is at a premium of 22.3%. The share transfer price is not less than 6.86 yuan per share, and does not exceed the average trading price of 7.37 yuan per share of the underlying company for 60 trading days before the signing of this agreement, and the price of 6.86 yuan per share is 22% higher than that of the stock price before the suspension.