Softto reorganization of the standard or falsely increased profits Liang "married" Sanjie possession of the secret

An announcement to enter the cultural industry detonated the Softto (000662) of the stock price, September 4, Softto issued a notice will be 1.28 billion yuan acquisition of landscape culture under the "impression • Sanjie" project company Guilin wide-dimensional equity, after 3 consecutive trading days Softto share prices soared to the limit, up to 9.5 yuan/share , with a push into the hot cultural media, Softto's share price has surged under various capital, the highest since May 2008. However, the crisis can not be neglected. In terms of financial data, impressions · Sanjie "has not been growing, the first half of this year has shown a gradual decline in the growth of space greatly discounted, and according to the company's acquisition price of 1.28 billion per cent means that" impression · Sanjie "to be staged for 15 consecutive years to recover costs. At the same time before the acquisition of Guilinguang-dimensional accounts receivable, prepaid and other receivables surged, suspected to increase profits, but also some analysts believe that the restructuring of the significance of speculation more than practical significance, Softto Actual control Liang is familiar with the operation of capital, the move is only its once again director of a reorganization show. The profit of the reorganization standard according to the announcement, Softto to 5.91 yuan/share of the price directed additional shares not exceeding 216 million shares, raise funds not more than 1.28 billion yuan, for the purchase of Guilinguang Wi Wenhua Tourism Culture Industry Co., Ltd. All equity (hereinafter referred to as Guilinguang dimension). Data show that Guilinguang is mainly engaged in real culture performing arts, through the sale of tickets to earn income. Guilin Landscape Performance "impression Sanjie" is by Guilinguang investment construction, Zhang Yimou, Wang Chaoge, Shang, such as the composition of the director team responsible for the performance of the creative, screenwriter, director, stage design and so on, and enjoy the title of the work. According to the announcement, the company's business stability, income and net profit in the past three years have steadily increased, with 2010-2012 years operating income of 121.5045 million yuan, 167.6807 million yuan, 179.1103 million yuan respectively, the net profit is 54.9283 million yuan, 83.7277 million yuan, 95.9287 million Yuan. It was in this financial data that Softto seemed to have a full confidence in the acquisition. However, through the data is not difficult to find Guilinguang from the first half of this year, net profit, sales profit rate and other profitability indicators began to decline. Financial reports show that as of the end of June 2013, Guilinguang-dimensional business income of 62.7912 million yuan to achieve a net profit of 26.26 million yuan. At the same time, the company said that from 2010 to 2012, the number of viewers on a monthly basis, the first half accounted for only 37.13% of the year. According to the calculation, in the first half of 2012 Guilin broad-dimensional net profit of about 35.6184 million yuan, the first half of this year fell by about 26.27%. At the same time, it is noteworthy that since 2012, Guilinguang-dimensional accounts receivable, prepaid accounts and other accounts receivable have proliferated, the data show that the 2010, 2011 accounts receivable 2.168 million yuan, 371,000 yuan, and in 2012 and the first half of this year, a sudden surge of 13.7448 million yuan, 12.3382 million Yuan, 2010, 2011, respectively, the advance payment of 3.5688 million yuan, 4.9946 million yuan, and 2012 and the first half of this year to 51.5201 million yuan, 79.7615 million yuan, an increase of more than 16 times times, other accounts receivable also appear similar situation. As we all know, accounts receivable, prepaid and other accounts receivable as an important part of current assets, the evaluation of the company's assets have an important reference value, and on the eve of the acquisition of some of the sudden surge of data is inconceivable, it is difficult to eliminate the suspicion of the false increase in profits. In addition, the new tourism law will be formally implemented in 11, which expressly prohibit "0 negative fares", increase shopping spots, forced shopping and other acts for travel agencies, the cost of the project must become a chicken, and according to the bulletin Guilinguang mainly through the performance of cultural and artistic performances sales tickets to obtain income, The tickets are mainly sold to various travel agencies and are settled with each travel agency. Undoubtedly, along with the implementation of the new tourism law will certainly be a heavy blow to Guilinguang-dimensional revenue, but also for the company's earnings to bring pessimistic expectations. High Premium acquisition hidden traps according to the announcement, Softto the acquisition of the Guilinguang dimension of the maximum value of 1.28 billion yuan, the assignor and the transferee agreed to refer to the Guilinguang Dimension 100% Equity valuation, negotiated the final transfer price. According to the data, as at the end of June 2013, Guilinguang-dimensional owners ' equity amounted to 188 million yuan, calculated by 6.8 times times more than the net assets premium. The price of the purchase, the company mainly from the point of view of P/E to explain. "From the perspective of P/E, according to the acquisition of Guilinguang-dimensional 100% stake in the upper limit of 1.28 billion yuan, in accordance with the 2012 Guilinguang-dimensional net profit estimates, the ratio of multiples of 13.34 times times. It is assumed that Guilinguang 2013 net profit rose 20% from the previous year, according to the transaction amount of 1.28 billion yuan and the 2013 net profit of the equivalent multiples of 11.12 times times. "But it is clear that the company's forecast assumptions are contradictory to the 26.27% per cent year-on-year decline in net profit, assuming that the future remains profitable for the first half of the year, which would mean that the impression Sanjie is going to take 15 consecutive years to recover costs." At the same time, what worries investors more is that in this plan, the company did not estimate the company's performance in the next few years, nor the relevant terms of the profit compensation agreement, which greatly reduced the imagination of the development. Capital players of the "restructuring show" by the impact of the capital market, September 6, Softto issued a notice of trading suspension of stock price transactions, however, as of September 11 has not yet been a duplicate of the speculation, the rumors spread. All along, the rumors of Softto restructuring has never stopped, and in mid-July, the media backdoor Softto on the listing of the news again very dusty, although the restructuring of the news company to deny, but the first 20 trading days before the company's stock price still soared. Data show that Softto began to rise on July 23, July26th on the morning of the opening soon after the Softto share price was successfully sealed, trading volume for the previous session of more than three times times, and in the next few trading days continued to volume, the signs of financial intervention is obvious. Industry insiders believe that Softto finally chose to have the concept of film and television culture industry, and gave up the traditional culture of the daily, it is taking into account the current concept of film and television media is bound to lead the price of soaring. From the actual management level, the two business has no synergy, in the future operation process, uncertainty risk is larger, secondly, Guilinguang-dimensional performance Project regional strong, future business growth space is limited. So for the acquisition of the two-tier market hype significance is far greater than the meaning of business level. In fact, Softto technology of the actual control of people Liang, it can be called the capital Operation Master, as early as in the 90 's, Liang to build the listed company Guangxi Red Sun, and in 2001 sell Shell to their own another company Softto. and August 9, 2012, the state Sea Securities officially borrow Shell St Ji-Qi listed, Liang is the director of the National Maritime Securities, and Softto owns 12 of the state-owned securities equity. Liang once made Softto a huge success, the company's 2006 peak period of sales revenue reached 1.257 billion yuan. But the flower no Hundred Days Red, 2008 years later, the Softto operating condition is deteriorating, 2011 because of three consecutive years of losses, Softto was wearing St hat, 2012 had to sell its subsidiaries reluctantly tipped ladies. Because of this, in Softto before the city to find the next, sell a good price, become the Liang the best choice in the present. Regardless of whether the eventual restructuring succeeds or not, the handsome performance of the stock price has made the capital player and the associated party make a full pot.