Tai Ya Shares Major Asset Restructuring Plan To Usher In Yang Mi And Other Star Shareholders

After half a year's suspension, Thailand shares (002517, stock bar) today unveiled the "veil" of a major asset reorganization: the company intends to replace all the assets and liabilities held by the company with the equivalent portion of the 100% stake in Huan Rui century held by all shareholders in the century. The balance is partly paid by the listed company to all shareholders of Huan Rui century, and the shares are paid in cash. The proposed assets are purchased by Lin Qing and 30 million of the shares of the listed company in Kunming, and Lin Song Bo is set up as a matching fundraising fund with 220 million yuan in cash. After the whole transaction is completed, the main business of the company will be Sole The transformation of production and sales into film and television production, distribution and related derivatives.

Ingenious design avoids circumvention

According to the plan, the estimated value of the 100% stake in Huan Rui century is about 2 billion 738 million yuan, and the estimated value of the proposed assets is about 700 million yuan. After deducting two phases, the company will raise 220 million yuan to the song song Bo's non-public offering shares by the company at the price of 7.95 yuan / share, and purchase the corresponding shares of Huan Rui century held by Zhong Junyan. Based on this calculation, the company needs to issue about 256 million shares, of which about 27 million 673 thousand shares are issued to song and cypress. Lin Songbai is the current general manager of the company and the father of Lin Shiyi, the actual controller of the company. He owns 10.18% of the listed company through Tai Ya investment.

Although the whole business of the company has changed radically after the completion of the transaction, the plan says that the transaction does not constitute a backdoor listing because its actual controller has not changed.

The ingenious design of the whole transaction structure shows that the original controlling shareholder of Tai Ya shares is Tai Ya international, holding 53.17% of its total share capital, and has made a series of transfers in March this year. Among them, Lin Shiyi shares 34 million shares (accounting for 19.23% of the total share capital of the company), becoming the largest shareholder of the company; Ding Kunming gives 20 million shares; Lin Qingbo gives 16 million shares; Lin health gets 14 million shares; Lin Jianguo gives 10 million shares. This special equity arrangement left room for subsequent operations, plus the increase in Lin Songbai's fixed investment during the transaction, which ensured Lin Shiyi and his father's actual controller status. According to the plan, after the end of the transaction, Lin Shiyi and Lin Songbai share the shareholding ratio of direct and indirect shares of Thailand, which is about 18.39%. It is still the largest shareholder. The proportion of holding shares of Tai AI, Chen Huan, Zhong Junyan and his co operative shareholder, is about 13.33%.

　　 Star shareholders gather

Another point of view of the transaction is the detailed disclosure of the disposal of the counter assets, which was bought by Lin Qing and all the shareholders of the 30 million shares of Listed Companies in Kunming. As the asset is valued at 700 million yuan in the transaction process, the share price of the listed company will be as high as 23.3 yuan, which is 2.93 times the fixed price increase of 7.95 yuan.

Like other movie companies, Huan Rui century also has many star shareholders, such as Du Chun, Jia Nailiang, Yang Mi Yang Lele, Liu Ying, Li Yifeng, Jiang Hong and so on. Yang Mi invested 300 thousand yuan in the stock market in October 2011, and invested 5 million 70 thousand yuan in June of this year and accepted 200 thousand shares. The latest shareholding ratio was 0.46%. Yang Lele first intervened in February this year, and 500 thousand shares were sold at the price of 10 million yuan; Jia Nailiang was the first shareholder in June this year, earning 200 thousand yuan shares at a price of 500 thousand yuan, with a cost of only 2.5 yuan per share. In addition, the company's light media (300251, stock bar) and palm interest Technology (300315, stock bar) are also shareholders of Huan Rui century. After the transaction is completed, they will hold 3.09% and 2.75% shares respectively.

Back to the fundamentals, Huan Rui century's main business is the production and distribution of film and television drama, as well as Performing Arts brokers and film and television derivatives business. According to the financial data, as at the end of 2013, the total assets of Huan Rui century amounted to 910 million yuan, totaling 507 million yuan to the owners' equity of the parent company, 2013 yuan of operating income and 200 million yuan of net income, 51 million 250 thousand yuan of net profit, 259 million yuan of 2012 annual revenue and 83 million 850 thousand yuan of net profit. The original shareholders of Huan Rui century jointly promised that the net profit from 2014 to 2016 should not be less than 175 million yuan, 227 million yuan and 295 million yuan, respectively. After the deduction, they should be no less than 160 million yuan, 206 million yuan and 270 million yuan respectively.