Landscape culture companies want to try to transform, frequent reorganization

For half a month, the reorganization of the landscape culture of listed companies has been a constant storm.

Because of the disadvantages of the main industry, this 2000 on the "veterans" of a shares, since the listing (except 2014 years), 6-year profit, 8-year loss.

In order to get rid of the predicament, the company wants to try transformation, frequent reorganization.

At the beginning of the December 2014, the landscape culture again cast the reorganization draft. In the face of extreme lack of funds, high-priced acquisition of game companies, raised outside the question. December 30, the Shanghai SSE issued a letter of inquiry, the company's ability to pay, the underlying asset pricing basis, and other eight issues raised questions.

As of press, the company reorganization matters are still in progress, but whether through the CSRC's approval is not yet known. For the third reorganization of the landscape culture, the success of the transformation is still foggy.

To be named by the SSE

"A company carrying only 2.55 million yuan of money, but to spend 360 million yuan to buy the game target, really feel not reliable." "At the end of December 2014, the plan of the reorganization of the listed company's landscape culture was met with the" eight questions ", and some investors commented on the stock bar.

September 6, 2014, the landscape culture announced suspension, began to plan major reorganization matters. Three months later, December 9, the "veil" of the company's restructuring programme was unveiled.

On the same day, the company announced that it intends to pay cash to the 7-person trading party to buy the game company Palm Unlimited 100% of the shares, and the underlying assets of the estimated value of about 360 million yuan, the estimated value-added rate of 4,139%.

Landscape culture side said that before the transaction, the company's business positioning in the tourism culture and related industries, but the current main business income is still home rental income. And after the transaction is completed, the company will increase the mobile terminal game development business, to achieve business transformation.

It is noteworthy that, according to the three quarterly data of landscape culture, as at the end of September last year, the company's total assets of 461 million yuan, the total liabilities of 400 million yuan, the debt rate of 86.76%, and money only 2.5531 million yuan. Therefore, the landscape culture of its own funds can not meet the requirements of the transaction price.

In this case, the plan shows that the company's second largest shareholder, the actual control of the spring Ding Lei is in consultation with the third party, intends to pay the transaction through Third-party funds.

But the third party is the capital of WHO, the company did not release, triggered outside criticism.

In the run-up to the questioning, the company suddenly announced December 24 last year that it had received an audit inquiry into the proposed reorganization.

In the letter, the SSE questioned the ability to pay for the landscape culture, and asked the company to disclose the name of the third party and the loan amount, interest, company repayment plan, repayment funds and other specific arrangements. The company is also required to add that a third party is associated with a company or counterparty.

In addition, in view of the acquisition of the underlying asset pricing basis, the future operating conditions, as well as the landscape culture of the company's control capacity and so on eight, the SSE has raised questions.

December 30, 2014, the Landscape Culture Emergency External bulletin, led to the Jiangsu Huijin Holding group for the transaction of the payer, at the same time, the company issued an intermediary agency audit report, back to the market question.

"The overall view of landscape culture reorganization plan has a patchwork feeling, seems to be released for the reorganization." Xun Jinchu, a financial commentator, commented on reporters.

In his view, since it is a "major" reorganization of the draft, there should be a sound disclosure of information, so that investors can fully understand the details of the reorganization, "not wait until the SSE to respond to the question, the delay and evasion, the sincerity of both sides of the transaction is inevitable to be questioned." ”

2 Reorganization plans fall through

Before the reorganization triggered the public debate, the past more than a year to embark on the road of transformation of the landscape culture is not smooth, the merger of tourism cultural assets suffered a succession of abortions, shareholders are also accused of a huge debt.

The predecessor of landscape culture is St Tianlong, a private enterprise in Shanxi. 2000 Shanghai, the main wholesale and retail needle textiles, department stores, hardware and other business. But the market for many years, the company's performance losses are constantly hovering in the edge of the city retreat.

According to reporter statistics, from 2000 to 2013, the company's 6-year profit, 8 years of loss. Performance is a loss and profitability of the situation, the company has long been detained on the "ST" hat.

Prior to the release of the three quarterly report, 2014 1-September, the landscape culture to achieve revenue 7.93 million, net profit loss of 13.03 million yuan; among them, operating income almost all from the housing leasing, the rest of the business sector has been basically stagnant.

The main industry, the loss of performance year after year, let the company began to seek asset injection, to seek transformation to protect the shell.

December 2013, at that time also known as the St announcement, the proposed shares to buy Yunnan Yang cultural transmission Company's full equity, the intention to the then a-share hot film and television mergers and acquisitions closer. But counterproductive, February 26, 2014, St announced, because the company "shell" uncertainty, restructuring party yang confidence affected, the final transaction aborted, Yang chose a new sanbanxi.

The restructuring failure did not affect the company's confidence in restructuring. After a day, February 27, again announced that the company changed its name to "Shanxi Canton and Landscape Culture Communication Co., Ltd.", and the main business location in the tourism culture and related industries.

The same year, May 13, the company's major shareholder Huang and two shareholders in Beijing, the actual control of the spring, Ding Lei signed an agreement, plans in the next two years will be Ding Lei's "impression • Sanjie" operating company Guilin Wi Wenhua into the landscape culture.

A series of operations, ignited a two-level market enthusiasm. The company's share price from the February 27, 2014 of 5.21 Yuan, soared to August 4 15.12 yuan.

But no one guessed, the transformation of the topic caused by the upsurge of enthusiasm in the market, landscape culture has suffered the biggest "short" this year.

From August 6 onwards, media reports, said the company's major shareholder Huang and two of the shareholders of Ding Lei has hidden the huge debt problem of hundreds of millions of yuan; then the landscape culture to Huang under the Guangxi Zheng de plan was forced to suspend, and Huang was also punished by Shanxi Securities and Supervision Bureau, its holding listed companies are waiting to freeze the stake.

At the same time, August 26, landscape culture announced that Ding Lei due to face a larger debt problem, its assets GUI Lin Guangwei temporarily not incorporated into the listed companies, the year after the second reorganization plan fell through.

The sudden "doom" let the landscape culture share price hit disk. Since August 5, the 5-day trading day fell more than 34%. September 6, the company announced the suspension of business, began to "plan" the third reorganization in the year.

Questioning the high premium takeover

In the industry, landscape culture transformation itself gimmick is greater than the content, speculation is greater than the essence. The reorganization of the game was more "pressed" by the SSE, the restructuring prospects are not clear.

"The reorganization is still in progress, and once the latest developments, the company will announce in time, other not to comment." "January 8, the company's office staff responded to reporters, said.

In fact, for investors, even if the landscape of this round of restructuring success, its acquisition of the underlying assets to the listed companies to bring substantial positive, the company's transition road will be smooth, it is also debatable.

Check out the unlimited data on its takeover bid, which was founded in September in 2012. The main business for the development of mobile network games, the company set up a year after the angel investors Xiaoping under the era of true shun and the network of Qin Five the world nearly million Yuan investment.

June 2014, the company launched the first mobile network game "The Three Kingdoms of God". As of the end of November 2014, the "Three Kingdoms Ares" cumulative number of registered players more than 3.5549 million people, the cumulative recharge amount reached 47.0968 million yuan.

Financial data show that the palm of unlimited 2014 1 to September to achieve revenue of 7.2606 million yuan, net profit of 2.6567 million yuan; as of September 30, 2014, the Unlimited net assets of the palm of the 8.5179 million yuan.

"The current A-share listed company merger hand tour of the heat has basically subsided, did not think there are listed companies pay a large price to buy hand tour assets." "A Beijing hand travel company's operations manager told reporters.

He believes that the 41 times-fold premium is not low, judging from the boundless price of the landscape culture acquisition. "Palm Wo Unlimited revenue is relying on the main products of the Three Kingdoms", and the current market competition is unusually fierce, the cycle of a single product shortened, it should be said that the future realization of the performance of listed companies on the bet, there will be some pressure. ”

At the same time, the person also said that the listed companies themselves have never been involved in gaming experience, and the game company's own team how to integrate, will be future problems.

"Landscape past a series of movements look, throw the concept of reorganization, there is speculation about the price and to seek to do high market value of suspicion." "Financial commentator Xun Jinchu said that even if the future reorganization of the plan through, can bring real positive to the company, improve the company's performance and profit, still unknown, investors should be cautious, not blindly chasing restructuring stocks." "If the final reorganization is halted, it is likely to be a hype stunt." ”

Wang Zhibin, a lawyer at Shanghai Jie Sai Law firm, argues that the final result of the current landscape culture reorganization is not clear. However, if the company itself has information disclosure problems, it is recommended that the SFC can intervene. In the event of a false transaction and manipulation of the market, it can be punished according to law and protect the interests of most investors.