On Saturday, We Received The Restructuring Enquiry Letter Sent By The Shenzhen Stock Exchange.

The Shenzhen Stock Exchange

A letter of enquiry and a letter of inquiry were given to the details of the demolition of the VIE structure involved in the acquisition, and the reasons and rationality of the high valuation were inquired.

In July 5, 2016, the company disclosed the "issuance of shares and payment of cash to purchase assets and raise supporting funds report (Draft)". It intends to issue shares and pay cash to purchase the Xinyu Chuang Jia investment management partnership (limited partnership) (hereinafter referred to as "Xinyu Chuang Jia"), and Xinyu fast investment management partnership (limited partnership) (hereinafter referred to as "Xinyu fast") together with Beijing.

Feng Xun Information Technology Co., Ltd. (hereinafter referred to as "fashion front") has 80% equity interest and Xinyu Chuang Jia, Xinyu investment management partnership limited partnership (limited partnership) (hereinafter referred to as "Xinyu time Rong") total holdings of Beijing Shixin Information Technology Co., Ltd. (hereinafter referred to as "Beijing time Xin") 70% stake, and at the same time to no more than 10 specific investors non-public offering shares to raise matching funds.

The Shenzhen Stock Exchange put forward 15 aspects of the above reorganization plan.

First, the report reveals that the target company's fashion front and Beijing Xin Xin were founded in September 2015 and March 2014 respectively. The main assets and business of fashion front are from the acquisition of OnlyLady women's network (hereinafter referred to as the "network of women") in Shanghai in September 2015.

The CBS Interactive Inc. (hereinafter referred to as "CBSi") has operated indirectly through the VIE protocol to control Shanghai Internet policy and Zhi de Dian Kang. The assets and businesses of Kimiss have gone through the establishment, adjustment and demolition of the VIE protocol control framework.

Accordingly, the company requests the company to disclose the structure map of the control relations before and after the demolition of each VIE protocol control framework in the report and the structure diagram of the control relationship between the current standard assets, indicating whether the VIE protocol control structure is completely dismantled, there is a potential legal risk, whether there is a defect in the ownership of the fashion front Hun and Beijing Hin, whether there is an agreement or other arrangement affecting the independence of the assets.

At the same time, in May 16, 2016, Xinyu Chuang Jia, Xinyu Xun Jie and Xinyu Shi Rong respectively signed the right to pfer and repurchase contracts with bostime Capital Management Limited (hereinafter referred to as "Bo Shi capital") (Saturday shares pfer No. 2016001, No. 2016003, 2016002), and agreed to pfer the 100% share interest rights of 100% of the total shares held by them, and Beijing Shixin 100% equity income rights to the capital. Please explain the reasons for the above contract and the main contents of the contract, whether it has a substantive impact on the paction, whether there are disputes over property rights or potential disputes.

Secondly, according to the report, in March 31, 2016, the assessment value of the 100% stake in fashion fast forward was 369 million 604 thousand and 900 yuan, which was 360 million 150 thousand and 400 yuan higher than the benchmark's daily net assets value of 945.45 yuan, and the value added rate was 3809.30%. The assessment value of 100% of Beijing Xin Xin's value was 108 million 974 thousand and 200 yuan, which was 93 million 570 thousand and 300 yuan more than the assessment benchmark's daily net assets value 1540.39 million yuan, and the appreciation rate was 607.45%.

In response to this, the Shenzhen Stock Exchange proposed that in conjunction with the vertical network industry development trend, industry status and core competitiveness of the target company, the reasons and reasonableness of the high value-added of the assessment should be supplemented.

At the same time, the Shenzhen Stock Exchange also asked for detailed description of the assets and business situation of the women's network and boudoir network, the pfer price, pricing basis and assessment of the past three years, as well as the capital increase and the reasons for stock pfer, the paction price, the pricing basis and the assessment situation after the establishment of fashion front and Beijing Xin Xin. If the above price and valuation value are quite different from the valuation and valuation of the paction, please disclose the reasons and rationality of the difference.

In addition, the Shenzhen Stock Exchange also pays attention to issues such as the loan issues of controlling shareholders such as Saturday holding and Xinyu Chuang Jia, the restrictions on subsidiaries' bidding for ICP licenses, the decline of net profit and net interest rate of fashion fast forward, and whether the business cooperation between underlying assets and main customers is sustainable.