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千山药机(300216)公告点评:收购德国R+E 走出去引进来

Comments on the announcement of Qianshan Yam Machine (300216): buying German Renee to go out and bring in

萬聯證券 ·  Dec 26, 2012 00:00

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Summary of this transaction: BAVARIA INDUSTRIE-KAPITAL AG, the transferor of this transaction, holds a 100% equity interest in the underlying company, and the buyer is Hunan Qianshan (Europe) Co., Ltd., a wholly-owned subsidiary of Qianshan Pharmaceutical Machinery to be established in Stuttgart, Germany. The subject matter of the transaction is the 100% equity interest in Renee and the seller's claim of 836804.508 euros against Renee. Specific implementation steps: (1) Qianshan Yam machine contributed 4.1 million euros to register and establish Qianshan Europe. (2) Qianshan Europe as the main body of the acquisition, invest 2.1 million euros to acquire 100% equity of Renee. The total liabilities of the company include 836804.508 euros to the original shareholder BAVARIA INDUSTRIE-KAPITAL AG, which will be converted to the debt of Qianshan Europe upon completion of the acquisition. If the 2013 net profit of the company is greater than zero, it will be paid to the original shareholders at an additional purchase price of 50% of the 2013 net profit. (3) upon completion of the acquisition, Qianshan Europe will, in accordance with the relevant German laws, invest 2 million euros to increase its capital for the working capital related to its main business.

Basic information of ringing: ringing was founded in 1995. BAVARIA INDUSTRIE-KAPITAL AG acquired 50% of its equity in 2005, acquired the remaining 50% in 2010, and currently holds 100% of its equity. The company is located in Fairbach Schmiden, Stuttgart, Germany, and its main business scope includes medical / pharmaceutical assembly, packaging equipment design, manufacture and sales.

Renee's main products are: (a) medical pre-filling syringe tip assembly equipment. (B) Medical plastic syringe assembly machines, including insulin syringes and injection pens. (C) turn-key engineering of the production line of vacuum vascular collection, assembly and packaging equipment of infusion devices. (d) equipment for assembling filters for infant liquid milk. (e) feeding hoist, vibrating plate feeding, straight-line vibration track, packaging equipment. On June 30, 2012, the company had total assets of 17.69 million yuan, liabilities of 19.16 million yuan and owner's equity of-1.46 million yuan. In the first half of 12 years, the company's operating income was 12.74 million yuan and net profit was-1.8 million yuan. Through years of operation and technology accumulation, Renee has excellent automatic assembly technology. Ringing E has a large number of potential customers around the world who very much recognize the quality of Renee's equipment, and many large customers put forward specific order requirements. At present, due to the limitations of production scale and processing capacity, many large international orders are unable to be signed. At present, Renee Company has a non-virtuous circle formed by the fact that its products are in short supply and its orders are full, but its financial situation has not been alleviated. After Qianshan Yaoji acquired Renee Company, under the guarantee of sufficient funds, through reasonable operation and expanding production scale, it can fully meet the needs of the international market.

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