procurement plan
It is understood that Maojia International was established in the British Virgin Islands on 20 13. Its main business is the processing of intelligent terminal products such as televisions, monitors and commercial monitors, and develops and manufactures intelligent terminal products with customers through ODM mode. From 65438+ 10 to 65438+ 10 in 2020, Maojia International achieved a revenue of 100 1 100 million yuan and a net profit of 235 million yuan.
This transaction uses the income method to evaluate the price of Maojia International 100% equity. On the benchmark date of June 65438+1October 365438+1October 0, 2020, the book value of all shareholders' equity of Maojia International was 889 million yuan, the appraised value was 2.83 billion yuan, and the appreciation rate was 2 18 19%. TCL Technology believes that the income method will analyze the internal operation and external market operation of the evaluated unit, and make a judgment based on the historical profitability and future business development forecast of the evaluated unit. The evaluation result can reflect the value of shareholders' equity, so this method is adopted.
According to the evaluation value, the value of all shareholders' equity of Maojia International is 2.83 billion yuan, but the transaction consideration is lower than this. The consideration of Maojia International 100% equity transaction is 2.8 billion yuan. Moreover, TCL Industry (Hong Kong) also needs to shoulder its performance commitment to Maojia International.
Maojia International expects to achieve a net profit of not less than 224 million yuan, 246 million yuan and 287 million yuan in 20021,2022 and 2023 respectively. Therefore, TCL Industry (Hong Kong) promises that the accumulated net profit of Maojia International will be no less than 760 million yuan during 20021-2023.
If Maojia International fails to realize the promised net profit, TCL Industry (Hong Kong) will compensate TCL Technology in cash, and the compensation amount is = (promised net profit-realized net profit) promised net profit.
If the net profit realized by Maojia International can exceed the promised net profit, TCL Technology agrees to award 50% of the excess to TCL Industry (Hong Kong).
Acquisition measurement
TCL Technology listed five benefits of acquiring Maojia International in the transaction announcement.
The first is to improve the company's customized design and manufacturing capabilities. At present, the shipment of TCL Huaxing TV panels is the second in the world, and it intends to exert its strength in the panel market in the fields of commercial display, public display, vehicle display and display. Maojia International can manufacture intelligent terminal products such as televisions, monitors and commercial monitors. In 2068+09, the shipment volume reached 1 1.36 million units. According to Xian Di, a market research organization, in 2020,
The second is to realize the cooperation between production and research, and shorten the application and development cycle of new technologies such as MiniLED, printed organic light emitting diode /QLED and MicroLED. The design and development of display panel can not be separated from the actual needs of upstream and downstream. Maojia International can process quite a few types of terminal products, and it is in the leading position in the industry in terms of image quality, sound quality, supply chain management and manufacturing process management. TCL Technology can cooperate more deeply with Maojia International, but in Huizhou and India, the factories of both sides are still set back to back, which is very close.
The third is to increase the depth of customers, and the two sides will jointly explore the application market of Shangxian. With the acquisition of Maojia International, TCL technology has the ability to deliver the whole machine, and it can also be directly imported into customers of Maojia International. Both sides want to make more achievements in the commercial market, and they can also cooperate to develop customers.
The fourth is to improve the global business layout. Maojia International has established production bases in Huizhou, Mexico and India, with overseas production capacity. The production capacity of Mexico base reaches 6.5438+0.8 million units/year, covering American customers; The Indian factory has a preset production capacity of 3 million units/year and wants to supply it to emerging markets.
The fifth is to better meet the needs of B-end users and realize one panel planning, one R&D and integrated production.
Although TCL Technology listed many benefits of owning Maojia International, it is worth pointing out that not long ago, TCL Technology also split Maojia International.
20 19 19, at the extraordinary shareholders' meeting of TCL technology, the Proposal on Selling Major Assets was reviewed and approved, and TCL technology divested the smart terminal assets. In this asset sale, TCL Technology sold 0/00% equity of TCL Industry (Hong Kong)/KLOC-to TCL Industry, and Maojia International, a holding subsidiary of TCL Industry (Hong Kong), was also split. At that time, there was no separate evaluation of Maojia International.
Therefore, when TCL Technology announced that it planned to put Maojia International on the platform of listed companies again, some people questioned it on the Internet. Why does the actual controller of the company sell the assets of the left hand to the right hand and then sell them back to the left hand? In gub, netizens have mixed opinions on this trading scheme. Some people think that being bigger and stronger is good for the company. Some people think that it is a great risk signal for the controlling shareholder or actual controller to turn the assets of listed companies upside down with their own assets.
The transaction plan of acquiring 0/00% equity of Maojia International/KLOC with cash of 2.8 billion yuan has been reviewed and approved by the Board of Directors of TCL Technology, and it still needs to be submitted to the shareholders' meeting for consideration.