Second-tier market will hand tour concept stocks on the day

August 23, the Shenzhou Yue announced that it intends to acquire 1.215 billion yuan of shell and Wood software 100% Equity, compared with the benchmark shell-wood software net worth of about 26.98 times times.

Shell and wood software actual control person Liyi, the 1983 young man born in less than two years by virtue of "small empire" a hand tour, one night will have 925 million yuan worth.

A PE person in Shanghai said, "Now the hands are too hot, we do not dare to touch, of course, daring can also cashing." Listed companies rush to buy (hand tour), as before playing ore and liquor concept when the heat of the same, speculation crazy, finally let the two-tier market to pay. ”

After the reporter investigation, the Shenzhou Thai Yue acquisition scheme is not only suspected of inflated profits, but also the performance compensation mechanism for "Gao."

July 8, 2011, Beijing Shell and Wood by Liyi Capital, and on April 8, 2013, Liyi will hold a stake in Beijing Shell Wood transfer to the Shell software (set up in December 2012), Beijing Shell Wood became a wholly-owned subsidiary of Shell and Wood software.

"Small Empire" for Beijing Shell Wood flagship mobile game, in December 2011 in the Google Play platform released, IOS version in July 2012 in the app platform officially released online.

Shell and Wood software 2012 years operating income of 22.2411 million yuan, net profit of 13.529 million yuan, sales net interest rate as high as 60.83%. 2013 1-June, shell-wood software operating income and net profit were 41.1867 million yuan and 33.6303 million yuan respectively, the net sales interest rate soared to 81.65%.

Can compare is, 2012 palm interesting Technology (300315.SZ) realizes operating income 225 million yuan, but net profit only 82.3 million yuan, sale net interest rate only 36.52%. And 2012 years in Green Po (300052.SZ) Operating income of 185 million yuan, net profit of only 16.69 million yuan, the corresponding net sales rate of 9.02%.

Why does the shell-wood software have such a high net rate of sales?

In this regard, the Shenzhou Tai Yue explained: "Have a better game distribution channel--Shell software game promotion relies on affiliated Enterprises Camel Games Inc. 's brand influence." As a result, shell and Wood software in 2012 years did not have a large-scale channel promotion activities, beginning in the first half of 2013 began to gradually start a small amount of pay promotion. ”

But for the astonishing performance of the shell-and-wood software, a big investment bank in Shanghai, the insurance generation, questioned, "the net sales rate is so high." How can it be higher in 2013? ”

Zhejiang, a game industry personage said, "The game in the promotion of the time is to burn money, is called the various channels paid to promote, accounted for a considerable proportion of the cost." ”

An undeniable problem is that the shell software, "small Empire" game on the line, did not carry out large-scale pay promotion, this part of the cost is quietly counted in the affiliated Enterprise Camel Games Inc. head.

The aforementioned large brokerage also said, "relying on the influence of affiliated companies in the promotion, saved a large amount of money, profits will be thickened, thus affecting the evaluation price behind." ”

Camel Games Inc. was founded in March 2010 in the United States Delaware State, by the shell and Wood software to control the actual liyi of the father Chang built wholly-owned control.

In fact, Camel Games Inc. or shell software offshore collection channels, 2012 and 2013 1-June, the associated transaction amount of 15.9838 million yuan and 19.8989 million yuan, respectively accounted for the current operating income of 72.84% and 48.37%.

The aforementioned insurance generation further analyses, "according to personal project experience, the feeling may be in the release of profits, ' two sets of accounts ' in this year's table." ”

What is more noteworthy is that there is a common sense contradiction between the player ratio data in the small Empire and the version income data.

As of June 2013, the number of players in the small empire was 8.084 million, with Android version 7.1874 million, mainland Chinese playing 43.44%, the US and Taiwan each 10.29% and 8.13%, and second to third in the list.

The iOS version of the game is 896,600, Chinese mainland players accounted for 54.79%, China, Hong Kong and South Korea are only 11.59% and 7.77%.

In addition, in December 2011, the "Small Empire" online, the Simplified Chinese version and the English version of the same. But 2011, 2012, 2013 1-June, the proportion of income from the Simplified Chinese version is only 33.18%, 15.09% and 23.87%; the proportion of income from the English version is surprisingly high in 66.82%, 52.87% and 36.28%.

Ironically, more than half of the Chinese mainland players prefer to choose the English version of the Simplified Chinese version? Another possibility for the shell-wood software performance data or the existence of fictitious.

Shell and wood software shareholders in addition to Liyi, there are other Li Zhangjing, Gao Yuyan, Dai and Tianjin Luo Shell Science and Technology Information Consulting Partnership (hereinafter referred to, Tianjin Luo Shell).

Among them, Li Zhangjing as the external president, in 2013 5 only to join the shell and Wood software, and Gao Yuyan and Dai for the Beijing Wood set up the beginning of angel investors, but not in the shell and Wood software service, identity is the Beijing British SA Technology Co., Ltd. Executive director and Tencent Micro-life general Manager Tianjin Luo Shell for Shell and wood software 11 people of the younger senior management team.

Gao Yuyan and Dai did not participate in the future performance of Shell and wood software commitments, the Shenzhou Thai Yue to pay two people cash each 45 million yuan to acquire two-person equity. and Liyi, Li Zhangjing and Tianjin Luo Shell's cash payment and equity pay for 30% and 70%, to bear four years of performance commitments.

2013-2016 promises the net profit of Shell and Wood software is 80 million yuan, 110 million yuan, 150 million yuan and 200 million yuan respectively.

But strangely, Shell and wood software shareholder Liyi made a four-year profit promise, but its stake in a year later can be unlocked every year.

The PE personage also analyses, "This kind of design looks no problem, inter-related." But the key is that the big shareholders take a part of the cash to the price first, and then a lot of cash each year, even if the subsequent performance is not up to the promised, cash enough to cover the performance of compensation payments. ”