Main points of the report
Event description
On the morning of May 5, 2016, Sanmao sent God to issue shares to purchase assets and raise supporting funds and related party transactions report (draft).
Event comment
Issue shares to acquire Peking University Zhong Zhi Core Technology, and expand its business to PC's CPU chips and machines. The company issued 45.2233 million shares at a price of 13.73 yuan per share, totaling 621 million yuan for the acquisition of Peking University Zhong Zhi Core Technology. Peking University Zhong Zhi has transferred the R & D, design, production and sales related business and assets of CPU chips and machines (except the X86 architecture authorization of AMD) to Zhong Zhi Core Technology. After the acquisition of Peking University Zhong Zhi Core Technology, the company will become one of the pioneers of domestic self-controlled CPU industry. PC's CPU chip and machine business and assets have good market prospects, which will improve the company's asset quality and enhance the company's future revenue scale and profit level.
Supporting financing of 600 million yuan, focusing on chips and computer business investment. The company plans to raise 600 million yuan of matching funds from Haorong Investment non-public offering by way of price-locked issuance, which will be used for three projects. (1) the domestic independent high-performance CPU chip and system R & D center project, which mainly develops the next generation of high-performance, high-reliable computer systems and low-power safe and portable devices for national basic information networks, important information systems, important industrial control systems and other key fields.
(2) the autonomous controllable computer industrialization base project will promote the industrialization of Zhong Zhixin's scientific and technological products and the landing of the system "domestic autonomous, safe and controllable" technology, so as to realize the comprehensive promotion and deployment of autonomous controllable computers in government, national defense and other application fields.
(3) the chip and system safety and reliability testing center project to set up a safety test laboratory to better meet the diversified and high-quality needs of the market.
Peking University Zhong Zhi promises that the cumulative net profit of Zhong Zhixin Science and Technology from 2016 to 2018 is not less than 166 million yuan. If Zhong Zhixin Technology fails to fulfill its performance commitment, PKU Zhong Zhi will first carry out share compensation, and if the share compensation is insufficient, PKU Zhong Zhi will compensate in cash. At present, the wool textile business of listed companies is in a state of loss, and CPU business will become a strong driving force for the follow-up development of enterprises.
It is estimated that the return net profit of the company from 2016 to 2018 is 16.3 million yuan, 108 million yuan and 161 million yuan respectively, and the corresponding diluted EPS is 0.06,0.39 and 0.58 yuan respectively.
Risk hints: systemic risk; further decline in the prosperity of the woolen industry; CPU business promotion is not as expected.
