In the power industry, the hot industry in the past few years is nothing more than a new energy-related industry. On the power generation side, the wind power industry is relatively calm with the wind power industry, such as Sunshine Power and Easy Company. There is not much news outside Hewang Electric. However, in the past year or so, the hottest market hotspots are nothing more than the charging pile industry. The listed companies' mergers and acquisitions and investment in charging piles should be the highest in the power industry. Listed in chronological order: Case number one According to the announcement of Jiangsu Yinhe Electronics Co., Ltd.: In February 2015, Jiangsu Yinhe Tongzhi New Energy Technology Co., Ltd. (hereinafter referred to as “Yinhe Tongzhiâ€), a subsidiary of the company, signed an “Equity Transfer Agreement†with Zhang Jiashu, stipulated in cash. 25.2 million yuan was transferred to Zhangjiashu to hold a 40% stake in Jiasheng Power, and more than half of the seats on its board of directors, thus achieving control. Since March 2015, all production and operation activities of Jiasheng Power have been included in the company's accounting. Subsequently, on August 4, 2015, the company and Galaxy Tongzhi and Jiasheng Power Shareholder Zhang Jiashu signed the “Equity Transfer Agreement on Luoyang Jiasheng Power Technology Co., Ltd.â€, which was agreed to be held by Zhang Jiashu with a cash of RMB 182.8 million. The 60% stake in Jiasheng Power. Among them, the company transferred Zhangjiashu with a cash of 149.3 million yuan to hold a 49% stake in Jiasheng Power, and Yinhe Tongzhi received a 13% stake in Jiasheng Power from Zhangjiashu with a cash of 33.5 million yuan. The acquisition was reviewed and approved at the 27th meeting of the 5th Board of Directors held on August 4, 2015 and the 3rd Extraordinary General Meeting of Shareholders held on August 20, 2015. At the end of September 2015, the The equity transfer has been completed and the industrial and commercial registration procedures have been completed. Since October 1, 2015, Jiasheng Power has been included in the consolidated financial statements of the company. Jiasheng Power Performance Commitment and Compensation Method: Zhang Jiashu promised that Jiasheng Power's audited net profit after deducting non-recurring gains and losses in 2015, 2016 and 2017 will be 20 million yuan and 30 million yuan respectively. 40 million yuan. If Jiasheng Power's actual accumulated net profit at the end of any year within the agreed compensation period is lower than the cumulative net profit commitment at the end of the current period, Zhangjiashu shall be liable for compensation according to its original shareholding in Jiasheng Power. Priority is given to the company's private placement of shares to be compensated for by the company it subscribes to and holds. If Zhangjiashu does not hold the company's private placement of shares or the shares are not fully compensated, it will be compensated in cash. The formula for calculating the number of shares to be compensated each year is: the number of shares to be compensated in the current year = the amount of compensation for the year ÷ the company's 2015 non-public offering price. Among them, the amount of compensation for the current year = (the net profit of accumulated commitments at the end of the current period - the cumulative net profit at the end of the current period) / the sum of the net profits of the annual commitments during the performance commitment period × the price of the underlying asset transaction - the amount of compensation; cash compensation The formula is: the amount of compensation per year = (as of the end of the period, the cumulative commitment of net profit - the cumulative net profit at the end of the current period) / the sum of the annual commitments of the net profit during the performance commitment period × the target asset transaction price - the amount of compensation . The above net profit is the net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses. When the amount of compensation to be calculated in each year is less than or equal to 0, the value is 0, that is, the amount already compensated is not reversed. In any case, the total amount of compensation paid by Zhang Jiashu to the company does not exceed the transaction price of the assets of the transaction. After the company's Lixin Certified Public Accountants (special general partnership) audited Jiasheng Power's 2015 annual financial statements, according to the audit report, Jiasheng Power's net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses in 2015 was 4250.40. Ten thousand yuan, exceeding the current performance commitment amount of 20 million yuan. Case 2 Shenzhen Woer Nuclear Materials Co., Ltd. (hereinafter referred to as the “Companyâ€) reviewed and approved the “Recruitment to Shenzhen Judian Network Technology Co., Ltd.†at the 30th meeting of the 4th Board of Directors held on November 6, 2015. On the same day, the company and Shenzhen Judian Network Technology Co., Ltd. (hereinafter referred to as "Judian Technology") and its original shareholders Jia Xuefeng, Yang Fan, Lu Xiaochen, Deng Xiaoying, Shenzhen Jujie Lianchuang Investment Limited Partnership (Limited Partnership) Shenzhen Kaiying Hongrun Venture Capital Partnership (Limited Partnership) and Maoshuo Power Technology Co., Ltd. signed the Capital Increase Agreement. The company plans to increase the capital of Judian Technology by RMB 50 million, of which RMB 2,222,200 is included in the registered capital of Judian Technology and the rest is included in its capital reserve. After the completion of this capital increase, the registered capital of Judian Technology will increase to RMB 222.222 million, and the company holds 10% of its equity. Judian Technology is a subsidiary of Shenzhen Judian Network Technology Co., Ltd. It is an intelligent hardware enterprise with “Internet+†gene. It is a professional charging network construction and service operator that provides convenient charging services for electric vehicle owners. At present, Judian and its partners have jointly built Shanghai's first private photovoltaic charging station, the largest charging station in Asia in the CBD area of ​​Beijing. The charging service covers Beijing, Shanghai, Guangzhou, Shenzhen, Shenyang, Kunming and Dongguan. The city initiated charging crowdfunding operations. Since 2014, Judian Technology has been laying electric vehicle charging points and charging stations throughout the country, and relying on powerful Internet technology to connect these charging points into an all-dimensional network. It is a professional charging network construction and service operation that provides convenient charging services for electric vehicle owners. It is also one of the few companies in China that can realize one-stop charging service through software app. Judian has developed the first software management system that can solve all charging-related problems in one place through the mobile app. Through the mobile app, the owner can easily monitor, find, reserve, charge and power off the charging pile. Services such as payment settlement, application for installation and service assistance, and instant communication functions, and compatible with various mobile payment methods such as WeChat, Alipay, UnionPay and power cards of various power carriers. With the transformation of powerful mobile Internet technology, Judian has redefine the traditional power product of charging pile, making it an intelligent hardware that can interact with people, mobile phones and other charging piles and mobile service terminals. With the integration of Internet technology and power automation technology, Judian is the first to provide integrated solutions for charging operations for the majority of electric vehicle operators. The products cover the charging pile background monitoring system, the pile main management software, the poly-pile application and the matching national standard. And the European and American standard AC and DC charging piles, as well as intelligent charging vehicles that can achieve road rescue, perfectly solve the problem of the owner's journey anxiety and sudden power shortage. Case three On December 11, 2015, Daoming Optics Co., Ltd. (hereinafter referred to as "Daoming Optics" or "Company") and "Cao Wenqi, Xie Xiaoxiang, Zhao Tingting, Cao Huiling, He Shiyu, Yang Lan, Li Lian signed the "Anhui Yiweisi New Energy" Technology Co., Ltd. Capital Increase and Equity Transfer Agreement, the company intends to increase capital and transfer part of the equity of Cao Wenyi to Anhui Yiweisi New Energy Technology Co., Ltd. (hereinafter referred to as “Standard Company†or “Easyâ€), including equity transfer It was RMB 16.1 million and the capital increase was RMB 40 million. The company invested a total of RMB 56.1 million. After the completion of the equity transfer and capital increase, the company will hold 51% of the equity of the target company, and the target company will become the holding company of the company. The original major shareholders of Yiweisi promised that the net profit of Yiweisi in 2016, 2017 and 2018 should not be less than 15 million yuan, 25 million yuan and 35 million yuan, and more than 90% of the completion was deemed completed. The company is a company that has been focusing on the R&D, production and sales of various new energy vehicle related charging pile products since its establishment and the design and related design of the new energy vehicle charging station. The high-tech enterprises in the installation of equipment, etc. are the "Code for Acceptance of Decentralized Charging Piles (Group) Projects, "Uniform Specification for Carding Services for Electric Vehicle Charging Piles in Public Areas", "Code for Installation and Acceptance of Installation of Electric Bus Charging Stations", The main drafting unit of four local standards of Anhui Province, such as the Communication Specification for Charging Equipment and Electric Vehicles in Public Areas. With the official introduction of the "Electric Vehicle Charging Infrastructure Development Guide (2015-2020)" formulated by the four ministries and commissions such as the National Development and Reform Commission, the Energy Bureau, the Ministry of Industry and Information Technology, and the Ministry of Housing and Urban-Rural Development, Ivey's deep cultivation in the field of charging piles has ushered in a good development opportunity. . As of December 2015, Yiweisi has obtained including Jianghuai Automobile Co., Ltd., Huaxia Xinli (Wuhan) New Energy Automobile Co., Ltd., Nanjing Jinlong Bus Manufacturing Co., Ltd., Anhui Guangtong Automobile Manufacturing Co., Ltd., Anhui Xinkailong The orders and cooperation agreements of many well-known new energy automobile manufacturers and charging station operators, including Bus Co., Ltd. and Shanxi Nanjin Jinlong Automobile Sales and Service Co., Ltd., total about 170 million yuan. Among them, Yiweisi and Jianghuai Automobile signed a series of related agreements to become the core supplier of home charging piles for the 2016 new energy vehicles with the car; Yiweisi has won the bid for the three villages of Hefei and Rui Taxi Co., Ltd. Pile construction project DC charging pile procurement and installation project. Case four Zhongneng Electric announced on the evening of January 6, 2016 that it intends to purchase 49% equity of Jin Hongwei held by 7 shareholders of Wang Guilan, Liu Qifeng and Luneng Investment, and 49% equity of Jin Hongwei by way of issuing shares and paying cash. The amount is 343 million yuan, of which 240.1 million yuan is to be paid by non-public issuance of 12,338,130 shares, and the remaining consideration is 102.9 million yuan in cash. After the completion of the transaction, Jin Hongwei will become a wholly-owned subsidiary of the listed company. Later, due to the operation of Jin Hongwei, on the evening of January 25, 2016, Zhongneng Electric announced that the board of directors of the company had decided to terminate the plan to acquire the remaining 49% equity of Jin Hongwei and cancel the plan. The second extraordinary shareholders meeting of 2016. Case five Zhejiang Sunflower Solar Energy Technology Co., Ltd. (hereinafter referred to as "Sunflower") announced on the evening of November 18 that it intends to purchase 5 companies including Chen Hong, Ren Xiaozhong, Sun Yunyou, Jin Hui and Deqing Hui through the combination of issuing shares and paying cash. The 100% equity of Aoneng Power, which is held by the shareholders, is priced at 520 million yuan. In this transaction, Sunflower purchased 70% of the shares of Aoneng Power by issuing shares to purchase assets, and purchased a 30% stake in Aoneng Power with a cash of 156 million yuan. In order to pay cash considerations, intermediary fees and issuance expenses, Sunflower intends to raise funds to Wu Jianlong to raise funds of no more than 180 million yuan, and the total amount of matching funds raised does not exceed 100% of the transaction price of the assets to be purchased in this transaction. Sunflower is a technology-based company specializing in the R&D and manufacturing of photovoltaic energy products. It is committed to the production, sales and development of large-scale and high-efficiency crystalline silicon solar cells and components, and actively explores the investment operation and sales of solar power plants to achieve a single solar cell and The production and sales of components will be extended to the supporting construction of silicon wafer production lines and the strategic transformation and upgrading of integrated solar photovoltaic power plants and distributed photovoltaic power generation projects. Aoneng Power is one of the leading suppliers of power operation power systems in China. It has accumulated more than ten years of technology and customer resources in the field of modular charging systems, energy storage and power circuits. Since 2010, Aoneng Power has expanded its business into new energy fields, and has focused on the R&D, production and charging systems and operation and management of new energy vehicle charging pile products, and has achieved obvious first-mover advantages. Aoneng Power has more than ten kinds of charging products and obtained the "Test Report" issued by Xuchang Kaipu Testing Technology Co., Ltd., which has the qualification to supply the national grid, and has three consecutive years in 2014, 2015 and 2016. In the year of winning the bid for the national grid charging pile, the number of winning bids ranked among the best in private enterprises. After the completion of the transaction, Sunflower will realize the strategic layout of the charging pile industry on the basis of the existing PV business, promote the company's effective extension of the new energy industry chain, and smooth the impact of the PV industry fluctuations on the company. The company will enter the field of “using clean power†from the field of “using clean energy to generate electricityâ€, giving full play to the technical advantages and customer resource advantages of Aoneng Power, combining photovoltaic power generation with energy storage, photovoltaic power generation and electric vehicle charging (“Light†Active exploration in areas such as storage and storage systems. As a wholly-owned acquisition, after the completion of the transaction, Aoneng Power will complete the consolidation, so the sunflower asset-liability ratio will be reduced, the total assets, operating income, and net assets will be improved, and the overall profitability of the company will increase. Case six On the evening of November 29, 2016, Jilin Jinguan Electric Co., Ltd. announced that the company intends to purchase 100% of the shares of Nanjing Nengrui Automation Equipment Co., Ltd. (hereinafter referred to as “Nengruiâ€) by issuing shares and paying cash. And raise matching funds. Among them, Jinguan Electric purchased 70% of the shares of Nairui by way of issuing shares, and purchased 30% of the shares of Nairui by cash. The report shows that the value of the assessment as of August 31, 2016 was 1.3 billion yuan, and the transaction amount was about 1.504 billion yuan. The transaction did not result in a change in the actual controller of the company. The actual controller of the company is still Xu Haijiang. According to the third quarter report of Jinguan Electric, the report period revenue was 110 million yuan, and the net profit was 13.76 million yuan, a year-on-year increase of 23.33%. Among them, C-GIS intelligent ring network cabinet and intelligent high-voltage switchgear are the main sources of stable growth. It is also an important equipment for the construction of national smart grids. Founded in 2005, Neng Rui is an electric vehicle charging operation service provider. The main business has three major sectors: 1) electric vehicle charging facilities; 2) second, information acquisition system and energy metering section; 3) energy efficiency monitoring analysis and power quality management. Neng Rui has close cooperation with group users such as State Grid, China Southern Power Grid, Tita Group, Changan Group and Yangzi Bus. It is reported that Nengrui invests in the construction and operation of 355 electric vehicle charging stations in the country. Its innovative service independent research and development system with “Internet + charging facilities + electric vehicles†will help its expansion in the field of electric vehicle charging, and also increase the two sides. The imagination of cooperation. As a specialized electrical manufacturing company, Jinguan Electric will officially enter the field of new energy vehicle charging equipment manufacturing and charging network operations. After the completion of the transaction, Nen Rui will become a wholly-owned subsidiary of Jinguan Electric. The two parties will learn from each other's experience and technology in the field of smart grid equipment manufacturing, share the sales channels of both parties and enhance the company's bidding ability in the national grid, and promote Jinguan Electric. Complementing with the advantages of Nairui, further develop the market space of the company in the field of smart grid equipment, fully grasp the development opportunities brought by the rapid growth of the new energy auto industry, and enhance the core competitive advantage. With the tilt of national policies on new energy electric vehicles, the development of electric vehicle charging pile technology is also increasing, and the government is also increasing subsidies to promote the development of automotive charging facilities technology. With the accumulation and precipitation of Nengrui in the industry, Golden Crown Electric will increase its technological driving force and promote better synergy between the two parties in terms of cooperation. In less than two years, the charging pile industry has experienced investment and mergers and acquisitions for six charging pile companies. This investment density is also relatively dense in the power supply industry. The reason for this is that the old generation comes down to the following points: 1. Through the acquisition of the rapid deployment of the charging pile industry: due to climate change and air pollution problems, the country has raised the development of electric vehicles to the national strategic level in recent years, thus making China the world's largest electric vehicle market, and also to the charging pile industry. Bringing unlimited imagination, from the current government this year, the sales of new electric vehicles accounted for only about 3%, while the proportion of electric vehicles in the total amount of vehicles is lower, less than 1%, charging pile industry The money is infinite. For listed companies that want to enter the industry quickly, take Jinguan Electric as an example: The company's net profit level from 11 to 15 years increased from 12.8 million yuan to 46.5 million yuan, and the net profit level in the third quarter of 16 years was also 33.82 million yuan. The acquired net profit of Nerui Automation in 2016, 2017 and 2018 is not less than 80 million yuan, 90 million yuan and 100 million yuan respectively. As this merger was announced on November 29, 2016, it can be said that the profit of Nengrui in 2016 can guarantee a profit of 80 million yuan. The target profit of this acquisition is already higher than the parent company's 2016 net profit level. And there will be more profit margins in the future. 2. Suppress the high price-earnings ratio of the listed parent company: the current GEM and small and medium-sized listed companies, the price-earnings ratio is generally higher than the international level, taking Jinguan Electric as an example, the price-earnings ratio has reached 142 times, introducing profit The ability and growth of the company can improve the company's price-earnings ratio, effectively maintain the current stock price, and may further promote the stock price continues to climb. This possibility has also been reflected in the acquisition of Ao Neng from the announcement of Sunflower on November 18. Several consecutive daily limit also illustrates this situation. 3. The synergy between the parent company and the acquisition company, taking TD Optics as an example, the mainstream product of the parent company is the reflective material on the vehicle, and the mainstream customers of the company can use the parent company for many years. Market accumulation and word of mouth in the automotive industry, the introduction of a new business unit such as charging piles. The main customers of Jinguan Electric are State Grid and China Southern Power Grid. The cooperation with Nairui can use existing sales channels and service platforms in the market to promote the sales of multiple products. 4. Utilize the parent company's funding platform and the financing platform of the listed company. The first-class customers in the charging pile industry are the State Grid and China Southern Power Grid. As long as these customers win the bid, these customers are not the main losers. The equipment and inspection fees can be recovered on time. There is no risk of large payment. Such a high-quality customer, the competition is also very fierce, the old generation looked at the national network in front of several bids, bidding more than 100 participating companies, and the winning bid is generally around 10, including several national network of the national team For companies such as Nanrui and Xuji Power, the average probability of winning the bid for private enterprises is less than 10%. The two companies, Aoneng and Nengrui, have repeatedly won the bids of the State Grid. Others have not won the bid for the State Grid. Therefore, many charging pile enterprises can only partially or fully focus on the depot market or charging operation enterprises, and the new energy business of the depot is not well funded, and is affected by the state subsidy policy, such as the 2015 fraudulent compensation led to last year. The subsidy policy has only recently been introduced. The subsidy in 2015 was delayed after one year, which caused great financial pressure on the supporting pile enterprises. Although the future is bright, the huge financial pressure has led many pile companies to abandon their own independent listings, and chose to be acquired by listed companies to ensure the company's positive cash flow continues to leapfrog. 5. The road to listing is too long. Many pile enterprises take the listing as the goal of entrepreneurship, to reach the basic conditions of listing, the net profit level is a basic threshold, the entry barrier of the charging pile industry is low, and under the temptation of capital, the charging pile of dozens of people to several hundred people Enterprises have it. At present, raw materials have risen sharply, and the profitability of pile enterprises has been severely squeezed. To achieve the basic net profit level of the listing, the average enterprise needs 5-6 years. If it goes well, it will have to wait for the long wait of the IPO queue. According to the latest data of the Securities Association: As of November 24, 2016, the China Securities Regulatory Commission accepted 760 initial enterprises, of which 45 have passed and 715 have not. There were 665 normal enterprises in the enterprise that had not passed the meeting, and 50 companies were suspended. This queuing process lasts for about two years, which is also a big risk, because the market after 7-8 years is full of uncertainty. However, in such a waiting process, it is a good solution to use the staged financing in the face of capital pressure. Shenzhen Woer Nuclear Materials Co., Ltd. invested 50 million yuan in November 2015 to hold 10% of the shares of Judian Network. That is to say, the valuation of Judian was 500 million in the same year. It is said that the valuation of Judian has been turned over several times this year. The same equity can be used to reintegrate more capital. In the case that management does not lose control, this is the case. Batch financing is also a relatively good development model for pile enterprises. The competition of pile enterprises is not only the competition of technology, but also the competition of multiple dimensions such as market platform, price, business model and capital platform. After 23 days, the national subsidy mechanism for new energy vehicles in 2017 will start, and the subsidy will be On the basis of this year's reduction of 20%, it is estimated that the subsidies for the construction of charging piles in the provinces have also been correspondingly reduced. In today's plate parts, copper materials and raw materials, the price of charging piles continues to fall, and the pile enterprises really laugh at the end. Not much. The development of pile enterprises is like the 34-year long march. 100,000 people started from Jiangxi Ruijin, and when they passed the Xiangjiang River in Hunan, they have already dropped to 30,000. Finally, the Red Army arrived in Yan'an after 8,000 people, and persisted in the liberation of 49 years. The number is estimated to be less than 2,000. The current pile enterprises have only passed through Jiangxi, and the road behind them is still very long. Most of them will die on the Long March. 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