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Shanghai Feile Audio’s special announcement explains the acquisition doubts

Shanghai Feile Audio Co., Ltd. (hereinafter referred to as the "Company", "Feile Audio") noticed that "China Business News" published an article titled "Suspicious acquisition of Feile Audio: 90% of the target income comes from accounts receivable" on August 2, 2014. The article expresses analytical opinions on Feile Audio's acquisition price of the target company during its restructuring, the rapid growth rate of the target company's performance, and the relatively high proportion of accounts receivable.
 




In order to promote the implementation of this reorganization, Feile Audio independently hired an accounting firm with securities business qualifications to audit the financial reports of Beijing Shen'an Investment Group Co., Ltd. (hereinafter referred to as the "target company") for the last two years. The hired accounting firm issued a standard unqualified audit report (including the subsidiaries of the target company), believing that the financial statements of the target company were prepared in accordance with the provisions of the Accounting Standards for Business Enterprises in all significant aspects and fairly reflected the financial status, operating results and cash flow of the target company during the reporting period. Different companies, even if they are in the same industry, are affected by differences in their business content, business structure, business model, management characteristics, development background and development stage. It is a common phenomenon in the market economy that there are differences in development speed. It is precisely because the target company is a growing enterprise with rapid business development and business synergy with Feile Audio that Feile Audio decided to acquire the company.
 
 2. Regarding the issue of a high proportion of receivables
The audited financial report of the target company shows that as of the end of 2013, Beijing Shen’an Group’s accounts receivable were 369.8475 million yuan. Although the target company's accounts receivable increased significantly at the end of the last year due to the rapid development of its business, accounts receivable with an age of less than 1 year accounted for 90.17%. During the reporting period, there were no accounts receivable with individually significant amounts and for which bad debt provisions were individually made, and there were no clear signs of bad debt losses. Despite this, listed companies still make special risk warnings regarding the "risk of bad debt losses in the target company's accounts receivable."
 
 3. Regarding the purchase price
The transaction price of Feile Audio’s acquisition of the target company is determined by negotiation between the parties to the transaction with reference to the evaluation results of the asset evaluation report issued by an asset evaluation agency with securities business qualifications and subject to filing and confirmation by the competent state-owned assets supervision and administration department. The transaction price does not exceed the evaluation results of the asset evaluation report issued by the asset evaluation agency. Before Feile Audio held its second board meeting to determine the transaction price, the underlying asset assessment report had been reviewed and approved by an expert review meeting organized by the Shanghai State-owned Assets Supervision and Administration Commission [Weibo]. Regarding the pricing basis of the underlying assets, as well as the fairness and rationality analysis of the price-earnings ratio, price-to-book ratio and other indicators calculated based on the asset evaluation results, the restructuring report made detailed disclosures in "Section 8 Pricing Basis and Fairness and Reasonability Analysis of the Target Assets of this Transaction". It is worth explaining that the target company uses the income method to determine the asset appraisal value by estimating the expected income of the asset in the future and converting it into the current value using an appropriate discount rate to determine the value of the appraisal object. Relevant price-to-earnings ratios and other indicators are simulated and calculated based on asset evaluation results and are used for comparison and verification. Calculated based on the underlying company's transaction price and 2014 forecast net profit, the price-to-earnings ratio is 11.41 times, significantly lower than the industry average.
 
 4. Regarding the issue of achieving sales with "Reader Publishing Media Co., Ltd."
 
From January to May 2014, the largest customer of Beijing Shen'an Group was Reader Publishing Media Co., Ltd., achieving business income of 111 million yuan. Beijing Shen'an Group is the winning bidder for the outdoor display production and installation project of "Stressing Civilization and Building New Trends" undertaken by Reader Publishing and Media Co., Ltd., and provides LED display sales and installation engineering services to the company.
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