Great Wall Film and Television spent nearly 1.9 billion yuan to acquire two film and television companies, Jiang Wenli's family, earning nearly 800 million yuan

on the evening of April 18, Great Wall Pictures released a restructuring plan saying that the company plans to spend 1.35 billion yuan to buy 100% equity in Premiere Times by issuing shares and paying cash, with a value-added rate of 3168.99%. Spend 545 million yuan to buy 100% stake in Dena Pictures, the value-added rate of the underlying company is 935.62%.

original title: great Wall Film and Television restructuring star Jiang Wenli's family made nearly 800 million yuan

on the evening of April 18, Great Wall Film and Television released a restructuring plan saying that the company intends to spend 1.35 billion yuan to buy 100% equity in the premiere era by issuing shares and paying cash, and the value-added rate of the underlying company is 3168.99%. Spend 545 million yuan to buy 100% equity of Dena Pictures, the value-added rate of the underlying company is 935.62%.

it is worth noting that the major shareholders behind the premiere era are Gu Changwei and Jiang Wenli. With this transaction, the Jiang Wenli family will receive a cash consideration of 170 million yuan, as well as 55.3259 million shares of Great Wall Movie and Television, which will have a market capitalization of 624 million yuan based on the closing price on April 19.

< strong > Great Wall Pictures spends nearly 1.9 billion yuan at a premium to acquire two film and television companies < / strong >

. First of all, the company plans to issue 87.83 million shares at a price of 12.30 yuan per share and pay 270 million yuan in cash for a total price of 1.35 billion yuan to buy 100% equity interest in the premiere era held by willing Media, Han Wei and Jiang Wenli. Secondly, the company plans to issue 22.1545 million shares at 12.30 yuan per share and pay 273 million yuan in cash for a total of 545 million yuan to buy the 100% stake in Dena Pictures held by Bao Chunlei and Tong Liming. In addition, the company also plans to raise supporting funds from no more than 10 specific investors in non-public offerings. The total amount of funds to be raised does not exceed 563 million yuan.

data show that the main business of the premiere era includes film and television post-production services, artist brokerage services, film and television drama investment and production, and representative works include the film "Red Sorghum" and "Sunny days." the TV series "Outlaws of the Marsh", "Kangxi's personal visit", "Yongzheng Dynasty" and so on.

while Dena Pictures was founded in 2010, mainly engaged in the investment and management of chain cinemas, with five cinemas providing services such as film projection, sales, release of screen stickers, position advertising and so on.

according to the unaudited consolidated statements of the premiere time, the operating income in 2014, 2015 and January-October 2016 was 1.8947 million yuan, 8.3549 million yuan and 55.38 million yuan respectively, and the operating profit was 250100 yuan, 4.9098 million yuan and 35.56 million yuan respectively. The book value of 100% equity net assets at the premiere was 41.3074 million yuan, with an evaluation value of 1.35 billion yuan, and a value-added rate of 3168.99%.

while the main unaudited financial data of Dana Pictures show that from 2014, 2015 and January to October 2016, the operating income of Dana Pictures was 30.8192 million yuan, 127.3124 million yuan and 122.6365 million yuan respectively, and the operating profit was (- 439.99) million yuan, 17.032 million yuan and 236.451 million yuan respectively. Dana Pictures 100% equity net asset book value of 52.6547 million yuan, evaluation of 493 million yuan, value-added rate of 935.62%.

it must be emphasized that the underlying company has also made performance commitments. Gu Changwei, Jiang Wenli and seven other parties, who promised the performance of the premiere era, promised that the net profit from 2017 to 2019 would not be less than 90 million yuan, 125 million yuan and 159 million yuan, respectively. If the actual net profit in any year of the commitment year is lower than the above-mentioned net profit, the performance promisor shall compensate Great Wall Film and Television. At the same time, 12 shareholders, including Bao Chunlei and Tong Liming, promised as performance compensators that the net profit of Dena Pictures from 2017 to 2019 would not be less than 38 million yuan, 50 million yuan and 60 million yuan, respectively. If the actual net profit in any year of the commitment year is lower than the above-mentioned net profit, the performance compensator shall compensate Great Wall Film and Television.

< strong > the star wave of sudden wealth has revived. Jiang Wenli's family has made nearly 800 million yuan. < / strong >

specifically, after the completion of the issue, as a shareholder in the premiere era. Happy Media, Han Wei, Wu Hui, Gu Changwei, Jiang Wenli, Gu Changning, Ma Sichun and Jiang Wenjuan will respectively get 25.6374 million shares, 14.3451 million shares, 10.9756 million shares, 13.3134 million shares, 9219,500 shares, 7.6829 million shares, 51.1463 million shares and 1.536 600 shares of the Great Wall Film and Television Company.

data show that most of the above shareholders are related. Gu Changwei and Jiang Wenli are husband and wife, Jiang Wenjuan and Jiang Wenli are sisters, Jiang Wenjuan and Ma Sichun are mother and daughter, and Gu Changwei and Gu Changning are cousins. At the same time, the partners of happy media are Han Wei, Gu Changwei, Jiang Wenli, Gu Changning, Ma Sichun and Jiang Wenjuan and other six natural persons.

that is to say, after the completion of the fund-raising offering, the shareholding of Great Wall Group, the largest shareholder of Great Wall Film and Television, will drop from 34.85% to 26.88%, while Gu Changwei and his concerted actors will hold 76.8496 million shares of Great Wall Film and Television, with a shareholding ratio of 11.28%. Among them, the Gu Changwei family will own 55.3259 million shares of Great Wall Movie and Television, which will be calculated according to the closing price of 11.27 yuan per share on April 19. After this transaction, the equity market value of Jiang Wenli's family is 624 million yuan.

on the other hand, happy Media will also receive a cash consideration of 236 million yuan paid by Great Wall Film and Television. Jiang Wenli and her family have a 72% stake in happy media, which is equivalent to 170 million yuan in cash.

in this regard, some analysts, who spoke on condition of anonymity, believe that there are risks in the above restructuring. "in recent years, star capital securitization has become a hot spot in the film and television circle, and regulators are also very concerned about it, and they have repeatedly ordered strict checks on star IP cash. It is still unknown whether Great Wall Film and Television will launch a restructuring plan on this front, and whether it can be approved by the Securities Regulatory Commission." In fact, in the draft trading report disclosed this time, the first item in the major risk tip is "approval risk".

Edit: nancy