In recent years, the enthusiasm of the New Third Board has been high, and many LED industry companies are unable to reject the strong appeal of the New Third Board and rush into the big arms of the New Third Board. For small and medium-sized LED companies that are in urgent need of capital, the New Third Board gives enterprises an opportunity to catch a capital express. According to the incomplete statistics of Xiaobian, in the first half of 2016 (January 1st - June 31st), 33 LED companies were listed on the New Third Board and embarked on the road of capital operation.
Therefore, how LED companies should be laid out is a common concern of the industry. The new three-board market and the A-share secondary market play differently. How will LED companies play the new three-board?
In view of the current hot market for LED new three boards, investment is not particularly ideal. Many A-share secondary market investors who wish to enter the new three-board market said that “the company that did not research does not buy†and “the company that did not gamble does not buyâ€. Investors do not have the mentality of not buying gambling, is it really a panacea for gambling? Today, Xiaobian talks about gambling from the perspective of investment.
What is the gambling agreement?
The Valuation Adjustment Mechanism (VAM) is actually a form of option. Through the design of the terms, the gambling agreement can effectively protect the interests of investors. In foreign investment banks' investment in domestic enterprises, the gambling agreement has been applied.
The gambling agreement is that the acquirer (including the investor) and the transferor (including the financier) make an agreement on the future uncertainty when the merger (or financing) agreement is reached. If the agreed conditions arise, the investor can exercise a right; if the agreed terms do not appear, the financier exercises a right. Therefore, the gambling agreement is actually a form of options.
The gambling agreement is a core component of the investment agreement, and it is the calculation method and guarantee mechanism for the investor to measure the value of the enterprise.
1. LED company's new three board investment is not ideal. It is difficult for gambling scores to communicate with investors.
When LED companies are financing, management tends to blow up the company for high valuations. Although investors have done the most, the information asymmetry still exists, because it is impossible for investors to turn the enterprises that have been established for several years or even decades into the sky in a few months.
At this time, investors will worry if the management's bullishness is overwhelming. When financiers and investors are unable to reach an agreement on core issues such as valuation, gambling is the best catalyst.
From the perspective of the investor, it is often a matter of worrying about what to gamble. In fact, this kind of worry of investors is not only unnecessary, but not enough.
As of April 30, 2016, a total of 630 companies in the New Third Board initiated 891 bets. Among them, there were 36 times to achieve the promised performance, and 106 times did not reach the promised performance, which means that 74.65% of the performance ended in failure. In other words, 74.65% of the companies are rushing through the head.
Overall, the total net profit of 122 gambling commitments in the last three years was 3.831 billion yuan, and the actual completed performance was 2.323 billion yuan, with an overall completion rate of 60.63%. This means that the performance promised by the listed company will actually hit 40%.
In the LED industry, mergers and acquisitions between companies have signed a gambling agreement, and 2016 is also the year in which LED companies have the highest number of gambling agreements. Furi Electronics announced on May 17 that the actual profit of its subsidiary Mairui Optoelectronics in 2015 was lower than its performance commitment. According to the performance commitment agreement of the previous acquisition, Mairui Optoelectronics should compensate for the cash of RMB 2,324.15 million. Rishang Optoelectronics was acquired by Wanrun Technology and promised to be attributable to the parent company's net profit (net of non-recurring gains and losses) not less than 40.5 million yuan, but actually only completed 39.114 million yuan. In addition to the above-mentioned gambling agreement results are not up to standard, among them, the LED new three-board enterprises that have passed the "pass" are not in the minority. Yuanlei Technology, Smide, and Tuoqi Technology have all passed the passing edge.
This also seems to have proved from the fact that the entrepreneurs have a common saying, "For gambling, it is to sign a contract with the devil."
2, LED new three board companies if they choose to gamble is lost half
Obviously, relying on a paper-to-gambling agreement to lock in the interests of investors is almost an idiot; when the LED new three-board companies choose to gamble, they have lost half.
Because most of the gambling tends to protect the interests of investors, such as providing repurchase rights, cash compensation rights, anti-dilution rights, preferential dividend rights, priority liquidation rights, and one-vote veto rights. To a certain extent, gambling is more like a loan relationship, equivalent to a convertible bond of about 10% compound interest. Convertible bonds have the dual attributes of claims and options, and it seems that the business is almost stable, which is the root cause of many investors who like to gamble.
For gambling, it is undoubtedly a huge test for investors and LED new three-board enterprises. Naturally, it is a great joy to bet on gambling. What should I do if it fails? Compensation will be an embarrassing situation that LED new three-board companies have to face.
Whether it is for investors or financiers, gambling is not as good as it might be. On the one hand, it is up to 74.65% of the performance of the gambling failure rate; on the other hand, less than 20.69% of the investors have received compensation, more is not enough, and even a slap in the face.
Judging from the results of the execution of the bet and the performance of the secondary market in the New Third Board after listing, the gambling clause is more of a psychological comfort on paper. Because even if the new three boards are listed, the investment situation of LED new three board enterprises is not optimistic, and the profit situation is difficult to reach the expected situation agreed by investors. For investors, they still have difficulty retreating.
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