Auditor: Huayi Brothers purchase question should be clear 36 times times premium How to value

Financial website September 2, Huayi Brothers (market, inquiry) announced that the proposed 252 million yuan, a premium of nearly 36 times times the acquisition of film and television actor Zhang Guoli listened Li, Zhejiang province, a 70% of the shares. Huayi Brothers said the acquisition would boost the company's TV drama business. And the market also questioned, the high premium acquisition in the end is because of optimistic about the future, or in disguise to the large shareholder reduction? The finance website interviewed Sun Tong, an auditor and CPA of CPA firm. She said the acquisition is a procedural compliance, the question is that Huayi's acquisition, equivalent to 252 million yuan to buy 70% of the value of 10 million assets, a premium rate of up to 36 times times, but from its announcement, only announced the basic framework of cooperation, As for the core point: the valuation of the stock value of the acquired party is based on this item, and there is no detailed explanation. Huayi Brothers in the announcement that the Zhejiang Huayi culture held by the Zhejiang province is a 10% of the shares of the equity transfer price of 36 million yuan, from Zhejiang Huayi in direct payment to the Ka wood culture. Zhejiang Huayi is the Let of the Hong Li Star Heng held in Zhejiang 60% of the stock right of the corresponding transfer price of 216 million yuan, of which the transfer price of RMB 64 million is directly paid to Hong Li-Heng star. RMB 152 million of the equity transfer price from Zhejiang huayi Payment to Hong Li and Zhejiang Huayi jointly provided the regulatory account, the regulatory account Yu Hong and Zhejiang huayi Common supervision and use. The amount of money in the regulatory account can only be used for the shares of Huayi Brothers Media Co., Ltd. held by Wang Zhongjun and Wang Zhonglei, the actual control person of Zhejiang Huayi. Hong Li has agreed to lock in the "Huayi Brothers stock" that it buys from Wang Zhongjun and Wang Zhonglei for three years, and its annual unlock of "Huayi Brothers shares" does not exceed 1/3 of the total number of such "Huayi Brothers shares" it holds. In other words, the acquisition of funds in most of the direction of the purchase of large shareholder shares, disguised as its reduction. "There is no problem on the surface, including when the board of directors vote, Wang Zhongjun and Wang Zhonglei also have suspicion not to participate, go is the legal process." But at the heart of it, is it fair to calculate the value of the stake in Zhejiang's constant rise? If not fair, it is suspected of the generosity of listed companies, and the benefits of conveying the real. "Sun Tong said. Huayi Brothers in the announcement did not specify the value of Zhejiang's constant rise in investment. Just general indication, "the implementation of the project is to strengthen the development of TV dramas business needs, conducive to the company to improve the production and distribution of TV dramas, the company in the development of TV drama business has a positive role and impact." By strengthening the TV series business, the company can effectively improve the company's revenue and improve the company's core competitiveness. "And," the relevant transactions are priced as normal commercial transaction prices, fair; This transaction does not damage the interests of the company and shareholders, the decision of the transaction in strict accordance with the company's relevant system. "But for the 2nd of this core, that is, how to justify pricing for normal commercial transaction prices, Huayi Brothers andThere is no basis for being said to be persuasive. At the same time, Huayi Brothers also said, "the implementation of the project may face risks from all sides, the main risks include the following: Zhejiang's rising operating performance is not up to the expected risk, local policy and industry policy changes in risk." The company has a full understanding of the above risks, and actively take measures to prevent and control, to ensure the achievement of the expected goals. "The" business performance is not up to expectations "has been for the unclear investment target of the foreshadowing of the interpretation. For shareholders, in the Huayi brothers and then even three of the reduction, we are more concerned about the development prospects of the company, the acquisition of a huge premium to return the profit prospect is one of the basic elements to support its acquisition. Financial site Login Zhejiang Industry and Commerce Administration Bureau found that "Zhejiang Chang Sheng Film and Television Production Co., Ltd.," the company registered information, its establishment date is 2013-05-23, that is to say, the company has been established only 3 months. This undoubtedly makes its investment value more clouded. "Media companies are generally light asset companies, usually through the income present value method carries on the stock right appraisal, but the future operating performance is builds on the estimate foundation, if the future operating performance estimate Foundation-including plans to photograph the film and television drama The realization degree, the market environment and so on changes greatly, the achievement uncertainty is the related risk. Generally speaking, its value estimation is divided into two parts, one is the book assets, the other is the commercial brand and project anticipation, such as the TV dramas being produced, the contract with the TV station and so on. Huayi Notice, this part of the content is missing, so can not judge its valuation is fair, can only say, information disclosure needs to be perfected. "Sun Tong said. (Note: The statement only represents the personal opinion of the accountant and has nothing to do with the organization.) ）