Xingmei Joint Reorganization Received Approval for Huanrui Century's Backdoor Listing

Xingmei United announced on the evening of November 8 that the company received the "Reply on Approving Xingmei United Company to Issue Shares to Purchase Assets and Raise Supporting Funds" issued by China Securities Regulatory Commission on the same day, which will be valid within 12 months. The company stated that the board of directors will handle matters related to the completion of this material asset reorganization within the specified time limit in accordance with the requirements of the above approval documents and the authorization of the shareholders 'meeting.

Original title: Xingmei Joint Reorganization Obtained Approval Li Yifeng, Jia Nailiang and other artists and

shareholders Xingmei Joint announced on the evening of November 8 that the company received the "Approval of Xingmei Joint Co., Ltd. to Issue Shares to Zhong Junyan and Others" from the China Securities Regulatory Commission on the same day. Approval of Assets and Raising Supporting Funds ", valid within 12 months. The company stated that the board of directors will handle matters related to the completion of this material asset reorganization within the specified time limit in accordance with the requirements of the above approval documents and the authorization of the shareholders 'meeting.

According to the reorganization plan, Xingmei Joint plans to acquire 100% equity of Huanrui Century by adding approximately 392 million shares to all 60 shareholders of Huanrui Century Film and Television Media Co., Ltd., including Chen Yuan and Zhong Junyan, at a price of 7.66 yuan/share. The estimated value of the underlying assets is 3 billion yuan; At the same time, the non-public issuance of approximately 175 million shares of shares from Huanrui United, Hongdao Tianhua, Qingyou Qianhe, and Qingyou Ruihe at a price of 8.72 yuan/share to raise matching funds of no more than 1.53 billion yuan, which will be used for investment in TV dramas and films, special effects post-production center and supplementary working capital.

After the reorganization is completed, Chen Yuan and Zhong Junyan will become the controlling shareholders and actual controllers of *ST Xingmei. The company's total share capital will increase from approximately 414 million shares to 981 million shares. The main business will become the production and distribution of film and television dramas, artist brokerage, games and film and television peripheral derivative business.

It is worth noting that through this reorganization, a group of Huanrui Century contracted artists have become joint shareholders of Xingmei. Among them, approximately 3.6268 million shares were issued to He Shengming, approximately 1.4507 million shares were issued to Du Chun, approximately 725,400 shares were issued to Li Yifeng, and approximately 725,400 shares were issued to Jia Nailiang.

The relevant person in charge of Huanrui Century once stated that through the backdoor listing of Xingmei to achieve docking with the A-share capital market, it can further promote the company's business development and enhance its comprehensive competitiveness and industry status in the industry; at the same time, with the help of the capital market platform, the company will broaden financing channels, provide impetus for subsequent development, and maximize shareholders 'interests. In the future, the company will seize the opportunity of the rapid development of the cultural industry, actively predict and respond to new trends in channel diversification and changes in market demand, continue to focus on the content supply field, further enhance market value and channel influence; extend and expand online dramas and other product types, continue to strengthen in-depth cooperation with diversified mainstream channels, and ensure that the company's products are distributed in mainstream channels. In the future, listed companies will strive to become an operator of products and services in the entire entertainment industry chain with IP as the core, film and television dramas as the main body, artist brokers as the link, and games and animation as the main derivatives.

All shareholders of Huanrui Century also promised that after the reorganization is completed, the net profit attributable to the parent company in the company's consolidated statements in 2016, 2017 and 2018 will be no less than 241 million yuan, 290 million yuan and 368 million yuan respectively; The net profit after deduction of non-profit shall not be less than 223 million yuan, 270 million yuan and 343 million yuan respectively.

According to the latest disclosure, in August this year, Huanrui Century and Tencent signed an "Investment and Production Agreement" to launch strategic cooperation on large-scale dramas, which will bring relatively stable guarantee to the company's performance commitments. According to the agreement, from January 1, 2017 to December 31, 2019, Huanrui Century and Tencent will cooperate to shoot 8 TV dramas or online dramas every year, with a total number of no less than 256 episodes. Tencent purchases exclusive information network communication rights for the above-mentioned film and television dramas in the mainland of China. Depending on the subject matter, the purchase price for each episode is set at no less than 2.5 million yuan, 3.5 million yuan and 7.5 million yuan respectively. Tencent Video Platform will also establish and promote Huanrui Film and Television Zone on the front page of the platform, collect zone membership fees, and jointly enjoy the benefits of the project's film and television drama membership. In addition, the currently popular TV series "Qing Yun Zhi" mobile game with the same name has also launched a full-platform public beta.

Editor: yvette