Perfect film 2.7 billion backdoor Jinlei shares "Chen Jingtao" two-degree fencing

Perfect film and television at the beginning of the establishment of a listed company is part of, but later from the listed companies did some stripping, so it in the listed companies operating, institutional, financial and other aspects relative to other traditional significance of the brothers, The financial system of the family enterprise will be more perfect and perfect some film and television industry in the capital market hot scenes still have no signs of abating, more and more listed companies involved. August 29 Night, Jinlei shares (002624. SZ) issued a reorganization plan, the company intends to replace the major assets, the issue of shares to buy assets and assets transfer of a series of transactions, so as to achieve Beijing perfect film and Television Media Co., Ltd. (the perfect film and television) of the shell listing, which means that a-share listed film and television companies will add After the announcement, the mood of the market was ignited. Since September 1 from the opening to September 5, Jinlei shares have been pulled out of 5 consecutive words, more than 60.25% before the suspension. According to the Financial weekly reporter understand, and the recent shell listed other film and television companies, the perfect film and television boss Chiyu from the game industry, and the perfect film and television has become the U.S. stock market company Perfect Game (NASDAQ:PWRD) subsidiary, which not only makes perfect film and television in the operation, System, Financial and other aspects relative to other film and television companies more sound and perfect, but also let the market for the Future Perfect film and Perfect game in the film and video games and the synergy effect is full of anticipation. However, for another restructuring of Fong Jinlei shares, from 2011 after the listing has not yet 3 years to be backdoor, let people sigh unceasingly. Perfect film and television pricing 2.7 billion backdoor August 29 night, the suspension of the 4-month Jinlei shares issued "major asset replacement and issuance of shares purchase assets and related transaction report (draft)", Jinlei shares will hold a perfect film and television 100% Equity, to achieve the company's main business of gorgeous turn. After the completion of the transaction, Shihezi Happy Permanent Equity Investment Co., Ltd. (Happy permanent) will become the controlling shareholder of the listed company, and Chiyu will become the actual control person of the listed company. Tianjin Guang Ji, Share Starlight, Tianjin Jia Guan will hold the shares of 12.53%, 9.14% and 7.16% of listed companies, Zhejiang Innovation, Kaitai growth and Kaitai innovation as a concerted action of the total holding of 8.68% of the shares of listed companies, as a potential affiliated party of listed companies. The proposed injection of assets of the perfect film 100% equity trading price of 2.726 billion yuan. Under the reorganization plan, company to all assets and liabilities and transactions held by each other the perfect film and television shares of the equivalent part of the replacement, to set the asset transaction price of 522 million yuan, the difference is part of the company to the perfect film all shareholders of Non-public offering shares purchase, the issue price of 7.66 yuan, the total number of issued for 288 million shares Perfect film and television all shareholders agree to be with the company for asset replacement acquired assets by Chenlianqing, Yao Jinhai designated by the main body to undertake, the company's existing shareholders Chenlianqing will be held by the company 31.4634 million shares, Yao Jinhai will hold 2.8125 million shares of the company by trading each other to hold the perfect film and television ownership ratio transfer to perfectionAll the shareholders of the film and television, as their assignee assets to pay the price. And in view of the Jinlei shares listed under 3 years, the actual control of the listed companies holding shares are still in the lock-up period, the company's existing actual control of the Chenlianqing, Yao Jinhai to the perfect film and television all shareholders agreed that the transfer of the above shares will be carried out after October 28, 2014, The transfer of these shares does not affect the exchange of significant assets and the purchase of shares. Perfect film and television's main business for the film and television drama investment, production, distribution and derivative business, artists brokerage and related services. Perfect film and television since the establishment of focus on related business, from 2011 to the date of the signing of the report, through the participation in investment, production and distribution of 33 TV series works, outsourcing 1 TV dramas, investment, film distribution or the introduction of the distribution of 7 film works, has established a large-scale TV series business capacity, and gradually form a large-scale film business capabilities, to become the overall production of the leading film production, one of the distribution agencies. According to the introduction, the perfect film and television drama works, the general attention and love of young people. Art consulting data show that 2013 ratings in the top 30 of the TV series, the perfect film by virtue of "we get Married", "Lu Zhen legend", "Playing dog" and other TV dramas occupy 5 seats, ranked the forefront of the industry, China strategy film and Television, the mountain media, play cool spread each has 3 plays. Comprehensive television ratings and network playback to see, in the repertoire of TOP30, the perfect film and television total ratings and total amount of play ranked first. Financial data show that as of April 30, 2014, the perfect film and television combined statement total assets and net asset of 1.275 billion yuan and 622 million yuan respectively, the total operating income and ownership of the parent company's net profit of 146 million and 28.9196 million yuan respectively. At the same time happy permanent and other trading parties promise, perfect film 2014, 2015 and 2016 three annual consolidated statements deducted from the Non-recurrent profit and loss attributable to the owner of the parent company's net profit is not less than 175 million yuan, 240 million yuan and 300 million yuan respectively. Jinlei shares said after the completion of the transaction, the listed company will hold the perfect film and television 100% of the equity, the company's existing assets, liabilities, business and so will be stripped, the perfect film and television drama business, entertainer brokerage business and other profitable high-quality business at the same time into the listed companies, listed companies will significantly enhance profitability. Perfect film and television can achieve with a-share capital market docking, and further promote the perfect film and television business development, and help to enhance the enterprise's comprehensive competitiveness and industry status. With the help of the capital market platform, the perfect film and television will widen the financing channel, enhance the brand influence, provide impetus for the follow-up development, and also help to maximize the shareholder benefit of the listed company. Film and television assets injected by the major positive news stimulus, September 1 after the opening of the Jinlei shares immediately closed trading. As of September 5, its share price has been pulled out of 5 consecutive trading, reported in 12.98 Yuan, compared to the restructuring of the previous trading day (April 4, 2014) close to 8.10 yuan soared 60.25%. "The studios are really a hot spot,First of all, it accords with the development trend of national industrial policy and culture, then the film and television also accord with the demand of Chinese listed companies, its profit has come out, and its growth is relatively high. "There are no other good projects in the market now, many companies want to change, but there is no particularly good, highly profitable, high-growth industry, and the film companies have difficulties in listing themselves, so it is normal to focus on this area," said a beijing-based private investment director. "Video travel business Synergy is worth looking forward to financial weekly reporter noted that the perfect film and television in the history of a special experience, the company's development is of great significance." The reorganization program shows that August 2008, Violet billion Sea Technology Co., Ltd. (hereinafter referred to as "Violet Sea") and Beijing Perfect Time Network Technology Co., Ltd. ("Perfect Network") respectively, the capital of 26.8 million yuan and 3 million yuan, the predecessor of the perfect film and television, Beijing Perfect Time Culture Communication Limited (hereinafter referred Perfect time and Space "), of which the purple Sea shareholding ratio of 89.93%, the perfect network shareholding ratio of 10.07%. In the perfect time of the shareholders and equity changes, and eventually become the perfect network of holding subsidiaries, that is, through the Vie Control Protocol, by the U.S. stock listed companies to control the perfect game and by its combined report, and the perfect game of the actual control of the actual film and television Chiyu. August 2011, the Vie control agreement terminated, perfect film no longer included in the perfect game of the consolidated report range. "Perfect film and television at the beginning of the establishment of a listed company is part of the It should belong to its Chairman of the investment business itself, but only later from the listed companies to do some stripping, so it in the operation of the listed companies, systems, financial and other aspects relative to other traditional brother, family business financial system will be more sound and perfect some, Because its boss has a listed company after all, and still listed overseas, and the domestic film and television companies many systems are not exactly the same. Said Hou Tao, vice president of Arts and Consulting. Stripped out of the perfect film and television, the performance shows an explosion of growth. From 2011 to 2013, the operating income from the perfect film and television business climbed from 250 million yuan to 990 million yuan, grew nearly 3 times times, the net profit which belonged to parent company owner in the same period soared from 65.9606 million yuan to 130 million yuan, almost doubled. According to Hou Tao introduced, to the TV series business-oriented perfect film and television, currently signed more domestic director of the TV drama studio. "Compared with Huayi Brothers, a guide to a studio, the studio mode of operation, relative to each studio has independent financial assessment, the studio responsible for the whole project control will be higher." Hou Tao said that through the studio's way not only for the perfect film and television business to provide a stable production, lower costs, but also the star effect. In addition, the perfect film and television is also actively expanding the film business. "Perfect film and television now the whole business evolution of the idea is similar to China policy, but also to the TV drama business, TV series business income accounted for more than 90%, only from 2014, 2015There may be two to three of them each year, four to five film works of the development plan, but the film works, because it is more mature TV drama business, so some of the IP from its relatively successful TV dramas, including "Let's Get married" should be in September will do the same name of the development and launch of the film. In the second step, they will have the original film project development. The company I understand that it is in the film business as a whole direction of the word, or rely on the TV business itself, and the idea of China some different. "As for the market more concerned about the future perfect film and perfect game in film and game aspects of synergy, Hou Tao told the financial weekly Reporter:" This thing we have to communicate, but because of this to do, for listed companies may involve a part of the related transactions, at present they are still more taboo this game, Film and television related transactions between the production, the film team or independent IP development-oriented. The future in the appropriate time period, business integration is also a big trend and direction, I think if it is successful after the shell listing, the association between the business of the synergy may be more obvious, now may not be obvious. "Jinlei shares: less than 3 years on the market that backdoor for another restructuring of Fong Jinlei shares, since the October 2011 listing has been less than 3 years of time to be backdoor, people sigh unceasingly." Prospectus Introduction, Jinlei shares of the main business of the furnace for the refining of refractory materials research and development, production and sales, and to undertake refractory design, installation, construction, maintenance, etc. as one of the "whole line" overall contract services. The company's main products, including magnesium calcium and carbon composite materials, such as two types of refractory materials, as stainless steel and other special steel furnace refining equipment necessary for the lining of the material, has a significant high temperature, slag, anti spalling, dephosphorization desulfurization, purification of steel liquid and other properties. October 2011, with the approval of the SFC, Jinlei shares issued 25 million shares of RMB common stock (A shares), the issue price of 11.20 yuan per share, the total amount of funds raised 280 million yuan, after deducting the issuance costs for the following 3 projects: annual output of 80,000 tons of magnesia-calcium brick project, an annual output of 50,000 tons Magnesia-Aluminum carbon Brick project and the annual output of 120,000 tons of new shaft kiln calcined high purity magnesium calcium synthetic sand project. However, under the influence of external economic situation, macro-economy and market environment, the development, production and sales of refractories for Jinlei stocks after listing have been significantly decreased, which results in the contrast of the company's performance before and after listing. Earnings show, before the IPO Jinlei shares performance growth is rapid, from 2008 to 2010, the company realized operating income of 238 million yuan, 266 million yuan and 365 million yuan, to achieve net profit of 24.9896 million yuan, 35.4552 million yuan and 50.6344 million yuan. However, after the listing, although the company's operating income continued to grow, 2011-2013 and 2014 1-June, respectively, 422 million yuan, 407 million yuan, 475 million yuan and 212 million yuan, but the company's implementation of the same period attributable to the owner of the parent companyNet profit gradually slipped to loss, respectively, 54.1711 million yuan, 29.6419 million yuan, 16.7008 million yuan and 16.532 million yuan. The investment progress and income status are also not optimistic in the project. By the end of June 2014, the above 3 projects have reached the scheduled availability date, but the company's annual output of 80,000 tons of magnesia-calcium brick project has invested 143.4492 million yuan, the progress is only 88.68%; annual output of 50,000 tons of magnesia carbon brick/magnesia-aluminum carbon Brick project total investment 52.6294 million yuan, progress is 64.6% An annual output of 120,000 tons of synthetic sand project total investment of 52.6678 million yuan, progress is 76%. In addition to 120,000 tons of synthetic sand project does not directly produce benefits, annual output of 80,000 tons of magnesia-calcium brick project and annual output of 50,000 tons of magnesia-carbon brick/magnesia-aluminum carbon brick project to achieve the income of 12.3657 million yuan and 4.8934 million yuan, respectively, and the expected in the prospectus of the annual new 44.7 million yuan, 26.38 million yuan net profit, The gap is not small. It is worth pondering that the rapid fall of Jinlei shares, but to the relevant intermediary agencies to provide a good opportunity. The backdoor restructuring of the financial advisory state securities, just happens to be Jinlei shares listed sponsors, of which Jinlei shares listed in the project manager Chen Jingtao, also appeared in the reorganization of the Securities Project team members list.