Chapter 26 Bafang said that Er Gu Chujun's merger and acquisition "seven axes"

Gu Chujun’s method of acquiring Kelon, Meiling Electric, Yaxing Bus and other companies has always been criticized. Lang Xianping believes that he “took advantage of some local governments’ eagerness to speed up the exit of state-owned enterprises, and packaged the acquisition and restructuring together, playing a game of reciprocity. A mutually beneficial win-win game".Professor Lang vividly described it as the "seven axes" of mergers and acquisitions. ●"Setting up a camp"——Most of the enterprises that Gu acquired through Greencool are listed companies, but there is a private company 100% controlled by him at the top of each type of industry, and there is no cross-relationship between the industries on the surface , but considering factors such as future cross-industry mergers and acquisitions and the possibility of overall listing in the future, such an arrangement can be described as unique and far-sighted.On the one hand, it can disperse risks, and the various industries will not affect each other, thereby stabilizing the stock price; on the other hand, the transactions between various industries do not need to be fully disclosed, ensuring that the company has room for activities.If you consider going public in the future, you can do whatever you want whether it is packaged or independently listed.Since both Shunde and Yangzhou's Green Cole are private companies, there is no need to disclose their source of funds, which is exactly his brilliance.

● "Take advantage of the gap" - through the analysis of its acquisition targets, it can be found that there are some common characteristics.First, most of the target companies are state-owned listed companies and the price of acquisition transactions is relatively low.Secondly, they are all companies with difficult operations but good brands, such as Kelon, Meiling Electric, Yaxing Bus, and Xiangyang Bearing.Under the background of “retirement of the country and advancement of the people”, Gu Chujun took some enterprises that the local government was eager to sell and had difficulties in operation but with good production conditions and market foundation as the acquisition targets. and the basis for successful integration.

●"Focus on customers"——Gu Chujun can always enter the target company smoothly before the equity transfer is completed, join the board of directors, or become the chairman, or entrust his deputy to become the president of the target company.Such an arrangement can enable the new controlling shareholder to better understand and manage the future company, and at the same time, actually bring some convenience to the new controlling shareholder in the operation of the company. ●"Reciprocating Peach and Pleasure" - In the process of analyzing Greencool's repeated successful acquisitions and integration of the refrigerator industry, we found a similar phenomenon: on the one hand, Gu Chujun's repeated victories in the acquisition process; on the other hand, Gu Chujun's entry After the acquisition of the company, the listed company immediately had a large number of related transactions with the original controlling shareholder.The amount of these related transactions is often hundreds of millions of yuan, and the content of the transaction is mostly the arrangement of debts owed by the original holding company to the listed company. The company's trademark and land use rights are often used as conditions for repaying debts or exchanging accounts receivable of listed companies. .If we make a little assumption, everything is logical: Behind every successful acquisition, there is always some tacit understanding with the original controlling shareholder, that is, Greencool obtained the acquisition of the original controlling shareholder by making some kind of commitment. The preferential rights of legal person shares, and even obtained more favorable trading conditions for Greencool. After Gu Chujun took over the listed company, he and the original controlling major shareholder obtained benefits through debt waivers or other related transactions of the listed company.If this is the case, if this is the case, it will be the small and medium shareholders who will suffer the loss.

● "Taking a big bath" - Looking at the companies acquired by Greencool, they all have a lot in common: their performance has declined year after year, and some have even been specially dealt with or are on the verge of delisting, basically losing their financing function in the secondary market .So, how to bring these shock "fish" back to life and make blood again?The only way is to make a profit.Gu Chujun's way of making money is by playing numbers games.Simply put, profit = income - cost - expense - interest and tax.By studying Greencool's financial statements and stock market performance, we found that it made a fuss about the "expenses" of listed companies-after turning the customer-oriented, it greatly increased the acquisition expenses in the year, resulting in huge losses. On the one hand, it reduced the acquisition cost, and on the other hand On the one hand, it leaves room for future reporting of favorable financial statements and further capital operations.With just this one move, you can "wash away" the bulk of the burden of expenses in the future, travel lightly, and produce a clean report, making "profit" relatively easier.

●"Appearance welcomes people"——Gu Chujun's frequent acquisitions make people dazzled and amazed.But what is even more astonishing is its operating ability. After one year of operation, the acquired company immediately turned losses into profits and handed over a beautiful financial statement.All this seems to show that Gu Chujun is not only able to integrate enterprises, but also an expert in management.But there is an indisputable fact: the adjustment of expenses has a fundamental impact on net profit.However, through financial analysis, it was found that Gu Chujun used the same trick: he made a large amount of management and marketing expenses in the year when he acquired related companies, and "reversed" in the second year, thus quickly Profit achieved.Gu Chujun is not the god of business, but his insight into, understanding of, and execution of financial statements can indeed be called a proficiency level.

●"Borrowing the chicken to lay the egg"—Since Gu Chujun acquired Kelon, people have had strong doubts about where his money came from.So what exactly is supporting his endless acquisitions?We analyzed Kelon’s series of acquisitions and found that Gu Chujun used Kelon’s strong cash flow instead of relying solely on his personal funds to complete his acquisitions in the refrigerator industry and achieve his goal of integrating the refrigerator industry. Purpose.As a manufacturer of consumer goods, Kelon has generated huge cash flow in its daily operations.For example, the main business income of Kelon Electric in 2003 was 6.17 billion yuan.Generally speaking, Kelon's dealers pay first and then pick up the goods, while from suppliers and advertisers, Kelon can get a payment period of 30 to 90 days.Based on an average accounting period of 60 days, there is 1 billion yuan of cash remaining in Kelon's books.Therefore, Kelon has ample cash to invest.Apparently, the acquisition of Kelon brought Gu Chujun an expansion effect of industrial acquisition, and he used Kelon's strong cash flow to help him implement the integration of the refrigerator industry.