Ningbo Fubang does not divest its main business,"one enterprise, one policy", seeks development, and marriage with "Hua Qiangu" company to promote transformation

On August 2, Ningbo Fubang held a media briefing on major asset restructuring at the Shanghai Stock Exchange. The major shareholder Fubon Group said that the prerequisite for restructuring is that there is no backdoor borrowing and the target company cannot seek a controlling position. Zheng Jinhao, chairman of Ningbo Fubang, also said when answering a reporter's question,"We have never considered divesting our original main business."

Original title: Ningbo Fubon's reorganization is based on the fact that it will not borrow the "two-wheel drive" of the two major businesses in the future.

On August 2, Ningbo Fubon held a media briefing on major asset reorganization at the Shanghai Stock Exchange. The major shareholder Fubon Group said that the prerequisite for restructuring is that there is no backdoor borrowing and the target company cannot seek a controlling position. Zheng Jinhao, chairman of Ningbo Fubang, also said when answering a reporter's question,"We have never considered divesting our original main business."

Whether control has been transferred is the key.

According to the reorganization plan, the company plans to acquire 100% equity of Tianxiang Interactive and Tianxiang Interactive for 3.9 billion yuan. Among them, the total transaction consideration for Tianxiang Interactive Entertainment is 3.75 billion yuan, and the consideration for Tianxiang Interactive Transactions is 150 million yuan.

Since the total asset and net asset indicators of Tianxiang Interactive and Tianxiang Interactive, the subject matter of this transaction, both exceed 100% of the corresponding indicators of Ningbo Fubon, whether the company has evaded reorganization and listing has become the focus of this media briefing. one. The key to whether it constitutes a backdoor listing is whether control of Ningbo Fubon will be transferred after the transaction is completed. If control rights are transferred, the transaction will be deemed to be a backdoor listing. According to relevant regulations of the securities regulatory authorities, the reorganization will not be approved.

Song Hanping, chairman and president of Fubon Holdings, said in response to a question from Xu Ming, deputy general manager of the Investment and Service Center,"The premise of our reorganization is that we will not borrow backdoor. The target company cannot seek a controlling position. We will jointly use the capital market to accelerate the transformation and upgrading of listed companies. The focus of listed companies is Fubon's layout in the transformation and upgrading of the entire industry."

Wang Qian, an independent financial consultant for this major asset reorganization and financial consultant for the Changjiang Securities Project, said that He Yunpeng, Chen Chen and Zhang Pu, the actual controllers of Tianxiang Mutual Entertainment, were not acting in concert. This transaction is the result of market-oriented negotiations among all parties and is a transaction plan made within the scope of laws and regulations. After the completion of this transaction, the shareholding of the listed company's major shareholder Fubon Holdings and its concerted parties held 29.22%. Since other new shareholders do not constitute concerted parties, this major asset reorganization does not constitute a shell.

Regarding the reasons why He Yunpeng and other six people were not acting in concert, Wang Qian believes that there are three main reasons: First, in the early stage of the target company's entrepreneurship, according to the investigation, Chen Chen was a financial investor and mainly assumed investment risks. The purpose was to gradually withdraw after forming a market value to realize investment returns. He Yunpeng is the controlling shareholder of the target company Tianxiang. Except for the last transfer to Tiange Investment and Hangfeng Investment this year, he did not reduce his holdings. Chen Chen reduced his holdings four times, which is where they acted inconsistently. Secondly, He Yunpeng is a management shareholder of the company, serves as a director and general manager, and is the core and soul figure of the entire management team. According to verification, Chen Chen has never participated in any operation and management of the company. This is the second inconsistent action. Third, He Yunpeng and other six people jointly established Xinyu Chiyue, but did not build a new economic interest relationship, but only changed direct shareholding into indirect shareholding. Such an arrangement will not lead to concerted action.

The target company said that mobile games are still optimistic

. The main performance contribution of the target company in this reorganization comes from "Hua Qiangu", and the performance of several other games is not as good as "Hua Qiangu". According to the data disclosed in the plan, the growth rate of sales revenue in the mobile game market fell from 246.9% in 2013 to 144.6% in 2014, and fell to 37.2% in 2015. In terms of performance commitments, Tianxiang Interactive's net profits attributable to owners of the parent company from 2016 to 2018 will not be less than 300 million yuan, 360 million yuan and 432 million yuan respectively; Tianxiang Interactive's net profits attributable to owners of the parent company from 2016 to 2018 shall not be negative, otherwise compensation will be made in cash.

Due to the very large volatility and periodicity of game companies, the choice of evaluation time will have a huge impact on the evaluation price, and there is significant uncertainty in future continued profitability. In this regard, Zhang Ning, project manager of China Qihua Asset Appraisal Co., Ltd., said that the success of "Hua Qiangu" is no accident. Tianxiang has represented many high-quality domestic and foreign game products such as "Every Day Shootout". The cumulative recharge of "The Power of the Three Kingdoms" launched by Tianxiang has reached 291 million yuan. In 2014, the cumulative recharge of "Hot Blood Elf King" reached 863 million yuan. The two games are already good A-or S-class products. In addition to "Flower Thousand Bones", the above two models represent the research and development of Tianxiang, reflecting Tianxiang's experience in developing high-quality games.

He Yunpeng, the actual controller of Tianxiang Entertainment, said that the revenue of China's mobile game industry this year is estimated to be 50 billion to 60 billion yuan, which has already surpassed that of the film industry, and its future growth is also very optimistic. Against the background of the great migration and changes of mobile terminals, astronomical entertainment has caught up with the wave of the times, and only then have products with a level of over 100 million such as "Hua Qian Gu". Tianxiang's two major strategies are: one is to make high-quality products, with small revenue but unique products; the other is to be internationalized. Not only is Tianxiang a game played by China, but Tianxiang will also set sail to sea.

Zhang Pu, director of Tianxiang R & D, also said that the company's products will consider opportunities for film, television or animation or even linkage, attach importance to its own original high-quality content, and negotiate with the world's more well-known IP creators to ensure that there are more products in 2018 and 2019. Launch, release, and operation.

"One enterprise, one policy" two main businesses drive two-wheel drive

"We have never considered divesting the original main business." Zheng Jinhao, chairman of Ningbo Fubang, responded to a reporter's question on whether the company's reorganization was successful, whether the original aluminum processing business, which had poor operating conditions, would be spun off from the listed company.

The reporter asked that in recent years, the overall economic growth has slowed down, and the prices of raw materials aluminum ingots have continued to fall, resulting in an oversupply of aluminum processing products, shrinking downstream market demand, generally overcapacity in aluminum processing companies, intensified market homogenization competition, and processing fees have dropped, the profit margin of the company's main products has been repeatedly squeezed, the development of the industry is not optimistic, and the company's main business has suffered serious losses. If this reorganization is successful, will the original loss-making main business become a heavy burden? What kind of business plan does the company have? Will we continue to implement dual main businesses or gradually divest our aluminum processing business?

Zheng Jinhao said that the company has never considered divesting its original main business. Ningbo Fubang's original main business has implemented technical transformation and process adjustment, and the industry reorganization has come to an end. The original main business is gradually developing in a better direction. For dual main businesses, the company will adopt a "one enterprise, one policy" strategy. After the reorganization transaction is completed, the two main businesses will operate relatively independently, giving full play to the strengths of the original management teams in their respective businesses, jointly achieving business goals, and jointly realizing Maximizing the interests of shareholders of listed companies.

According to the reorganization plan, after the completion of this transaction, Ningbo Fubang will transform from a single aluminum profile processing and sales enterprise to a diversified listed company that integrates the traditional aluminum processing industry and mobile online game research and development, distribution, operation and incubation, achieving transformation and upgrading. and structural adjustment.

Wei Huibing, the company's board secretary, said that Ningbo Fubang, as a public company that has been listed in 1996, has not raised capital in the capital market for more than ten years, nor has it carried out capital operations. After Fubon Holding Group took over in 2002, it has been committed to developing its existing main business. During this period, it has had some brilliance, but it is still difficult to smooth out the fluctuations of the economic cycle.

"This major asset reorganization and acquisition of Tianxiang Company seeks to use the capital market platform to accelerate industrial integration and improvement and achieve the nirvana of a listed company." Wei Huibing said that the comprehensive strength of the major shareholder Fubon Group is beyond doubt, and the development momentum of Tianxiang Company is also obvious to all. After the marriage of Ningbo Fubon and Tianxiang Company, it will effectively realize the company's industrial upgrading and transformation and development, and drive the overall value of the company.

Editor: Nancy