On February 18, Alpha Group(002292) (002292. SZ) issued a progress announcement on the sale of evil equity of a wholly-owned subsidiary. The announcement shows that it has completed the relevant asset delivery and the industrial and commercial registration of the change of XingKong's equity in April in accordance with the equity transfer agreement, and has received a total of 600 million yuan of all the consideration paid by its counterparty Shanghai magic power for this transaction.
For this 600 million yuan transaction, Alpha Group(002292) said it would help it focus on the steady development and innovation of its core business, improve its sustainable operation ability and market competitiveness, and stressed that this is a win-win result. In the face of the market query of "why the original acquisition of 904 million yuan is now sold for 600 million yuan", the relevant staff of the company told reporters that the main reason for this result is the loss of evil market position caused by the influx of Internet capital, which dragged down the decline of valuation.
it's a foregone conclusion that there are evil flowers in station B
As the subject of this transaction, the full name of Youqi is Beijing April Star Network Technology Co., Ltd., which is called Youqi by the industry because it is mainly engaged in the operation of "Youqi original cartoon DreamWorks" website and "Youqi cartoon" app, online cartoon publishing, online animation production, animation copyright operation and other businesses.
The counterparty Shanghai magic power is the main body of the main mobile game operation business of station B, a famous Internet head company. According to the announcement, Shanghai magic power was established in May 2013 and is mainly engaged in mobile game operation and other related businesses. Its industrial and commercial registered shareholders are Chen Rui, Xu Yi and Li Ni, holding 52.3030%, 44.3079% and 3.3890% equity of Shanghai magic power respectively.
BiliBili Inc. (hereinafter referred to as "station B") is registered in the Cayman Islands. It is a company listed on NASDAQ and the stock exchange of Hong Kong. It is mainly engaged in video websites, mobile games, value-added services, advertising, e-commerce and other businesses.
Station B has signed a series of agreements with Shanghai magic power and its industrial and commercial registered shareholders through magic power technology (Shanghai) Co., Ltd. (hereinafter referred to as "WFOE"), which indirectly holds 100% equity, according to which WFOE has obtained effective control over Shanghai magic power. Through the above contractual arrangements and in accordance with U.S. generally accepted accounting standards, Shanghai magic power has become a consolidated affiliated entity of station B and is included in the consolidated financial statements of station B.
As the main body of station B's main mobile game operation business, Shanghai magic power pays the consideration of this equity transaction, and its capital sources mainly include its own funds and financial support within station B group.
Figure 1: equity structure of Shanghai magic power and station B
The transaction began at the 24th Meeting of the 5th board of directors held on November 18, 2021. The proposal to sell 100% equity of demon gas to Shanghai magic power with 600 million yuan was put forward and passed. After three months of promotion, the dust finally settled on February 18: Alpha Group(002292) received 600 million yuan, while station B returned with evil spirit.
As for the purpose of selling assets and its impact on the company, Alpha Group(002292) said that there was evil spirit. Under the enabling operation of the company by giving full play to the advantages of "IP + whole industry chain", multiple head IPS have been further developed, and their popularity and influence are increasing day by day. "However, the company has gradually adjusted its business strategic direction in recent years, and there is a certain deviation from the company's content business strategic planning in terms of user positioning. For the company, if it can obtain the user resources and traffic support of the Internet head platform, it is expected to open up a broader development space. Based on the needs of the company's current business strategy and the development needs of the company , the company and Shanghai magic power reached an agreement on matters related to the transfer of demon gas. Meanwhile, Youqi signed a strategic cooperation agreement with Alpha Group(002292) on IP brand authorization intermediary business, film and television projects, toy derivatives and cultural tourism projects, so as to achieve win-win results. "
Alpha Group(002292) stressed that through this transaction, the company can obtain sufficient funds and reduce the risk of goodwill impairment to a certain extent, which will help the company focus on the steady development and innovation of core business and improve the company's sustainable operation ability and market competitiveness; It also pointed out that this transaction "will increase the company's investment income by about 28 million yuan, which is regarded as non recurring profit and loss; the company's goodwill is expected to decrease by 448.4073 million yuan".
Zhu Zhu, an analyst at Huaxin securities, also wrote about the evil spirit of the sale of Alpha Group(002292) , "The company will transfer Youqi to Shanghai magic power (station B) for 600 million yuan. After this transaction, the company will revitalize its assets, obtain sufficient cash and reduce the risk of goodwill impairment, which will help the company focus on the development and innovation of its core main business; at the same time, Youqi and the company will cooperate strategically in IP brand authorization, film and television project, toy derivatives and cultural and tourism projects."
Wang guanran, the chief media analyst of Citic Securities Company Limited(600030) , also said that the sinister user portrait is more consistent with station B, and its animation IP resources can effectively supplement the content library of station B and further consolidate the leading position of station B in the national creative content market.
Why is there a difference of 300 million yuan between the two evaluation prices before and after ?
For this acquisition, Li Ni, vice chairman and COO of station B, previously told the media that there was evil spirit and precipitated many original works loved by users. We expect these head IPS to be diversified in the content ecology of station B.
This is not polite, because at the bilibilibili national creative works press conference on November 20, 2021, station B officially announced that the content of evil comics will be fully integrated into the content system of station B, and classic works such as zhenhun street and 100000 cold jokes will be continuously adapted and developed. At this time, it is only two days from the meeting on November 18. Although the bill has been passed, it has not been fully implemented, so it can't wait to launch the plan. It can be seen that station B is determined to win for those with evil spirit; It also reflects the great value of evil spirit from the side.
Why should Alpha Group(002292) sell such a good asset?
In this regard, Alpha Group(002292) is explained as follows: "During the period of operating Youqi platform, the company has achieved double growth of market influence and business income through its own IP whole industry chain management experience accumulated for many years. Since 2019, the company has gradually adjusted its strategic development plan. At the same time, it is fully aware that Youqi's series of IPS are the original intellectual property rights of the Internet, such as If we can get more user resource support from Internet platform companies, we will burst out greater development potential. "
For Alpha Group(002292) such an explanation, Chu Tianchen, a brand director of a cultural media company in Shenzhen, disagrees. He pointed out to reporters that if only from the acquisition results, Alpha Group(002292) can focus on the dominant main industry, with evil spirit and better destination, while station B can quickly obtain many IP accumulated by this domestic original cartoon platform for more than a decade, which is indeed a win-win pattern. "But the problem lies in the evaluation price. Why did it sell at a low price of 600 million yuan when it was purchased for 904 million yuan? There has been evil spirit in recent years. If the popularity and influence are increasing day by day as claimed by Alpha Group(002292) , how can the valuation decline so much?"
According to public information, Alpha Group(002292) acquired 100% equity of Youqi by issuing shares and paying cash in 2015. At that time, the parties to the transaction determined that the equity transfer price was 904 million yuan through consultation with reference to the valuation results of the valuation report zqhuaping Zi (2016) No. 1005 issued by Beijing zhongqihua Consulting Co., Ltd.
Today, seven years later, Alpha Group(002292) will sell 100% of its shares with evil spirit for only 600 million yuan. If the evil spirit really achieved the achievement of "double growth of market influence and business income" during the operation period of Alpha Group(002292) , the valuation should only rise not low. Why sell it at a discount of 300 million yuan?
The reporter looked through the data and found that 904 million yuan in 2015 was obtained by "asset-based method and income method", while the current valuation of 600 million yuan is only evaluated by income method. Will the difference of 300 million yuan be caused by different valuation methods?
"It doesn't matter much", Alpha Group(002292) the staff member surnamed Li of the board secretary office said in a telephone interview with the reporter of the economic observation network that because the evaluation usually involves at least two methods, such as using the asset evaluation method, plus an income method or other methods, and then selecting a more appropriate method to obtain a reasonable evaluation price.
If it has nothing to do with the evaluation method, what is the reason for the evil valuation to decline by nearly 30%? In this regard, the staff told reporters that there are many reasons for this result, but generally speaking, there are two, "first, there is evil spirit, which is not consistent with the company's strategic development direction, which is the reason why we must sell it".
As for why the selling price was 300 million yuan lower than the original purchase price, he stressed that the acquisition took place in the second half of 2015, when the whole media industry was very popular; "I wonder if you paid attention to the stock price of our company or the valuation of the whole industry at that time. In fact, from 2013 to 2015, the whole media industry showed a rapid development trend and the market was very hot".
Connected data datayes! According to the statistics of, Alpha Group(002292) the share price at the beginning of 2013 was 5.96 yuan / share, and reached a record high of 54.85 yuan / share on December 31, 2015, with an increase of more than 9 times during the period. At the same time, the media entertainment index (880418), which represents the valuation of the whole media sector, also increased by 390%.
The above staff further pointed out that from 2016, the whole media industry began to go down, and the market competition pattern of animation platform has changed greatly; "Before 2015, Youqi is the largest and most influential animation platform in China. However, since 2016, many large capital, including quick look comics and Tencent animation, began to flow into the animation field"; He stressed that previously, the animation field had taken a slow route of stabilizing and stabilizing; But as these big capital came in, they all adopted the mode of burning money on the Internet.
"In any case, it is done by burning money with a large flow and a large amount of money, which has greatly changed the overall market environment, including the competition pattern," the staff member said. With the sharp increase of competition, the evil market position has been challenged, "Therefore, the current evaluation price must not refer to the previous valuation at the time of acquisition. We communicated according to the actual situation and finally set the valuation of 600 million yuan".
Does that mean that the current market position is not as good as that in 2015, and even the leading position in the industry has been replaced? In this regard, the above staff said, "it can be understood that he occupied the top position of animation around 2015; now, Tencent animation is more influential.".
lost year with evil spirit
"In fact, Tencent animation was established as early as 2012. It's not so much the competitive pressure brought by the influx of Internet capital as the decline of market position caused by poor management," Chu Tianchen told reporters. The evil spirit was established in 2009. It was once the top level existence of Chinese original comics, and incubated a series of famous IP, such as 100000 cold jokes and zhenhun street, "Before 2015, Youqi is the absolute first platform of Guoman, and Tencent animation can only catch up with it".
The turning point occurred in 2015, " Alpha Group(002292) spent 904 million yuan to acquire the evil spirit in order to build 'Oriental Disney', and then continued to develop animation dramas, animation films and derivatives around the evil spirit IP. However, the gene of traditional manufacturing origin doomed Alpha Group(002292) 's weakness"; Chu Tianchen pointed out that Alpha Group(002292) lacks operating experience in the field of animation, resulting in the continuous loss of high-quality creators on the platform, which is the main reason for the decline of market position and valuation. "In fact, Alpha Group(002292) also knows that they lack the operation ability in this regard, so they began to look for buyers for evil spirits as early as 2018, and finally spent 4 years in station B.".
Chu Tianchen reminded reporters that although there is evil spirit without detailed data disclosure, we can get a glimpse of the position of evil spirit in the Alpha Group(002292) system through the expression of Alpha Group(002292) annual reports over the years.
The reporter looked through the annual reports of Alpha Group(002292) 2015 and found that its description of evil spirit showed a typical parabolic shape: first high and then low.
In the 2015 annual report, which has just completed the acquisition, Alpha Group(002292) said that "youyouqi is China's leading original cartoon platform and has rich IP resources in fields above K12. As of December 31, 2015, Youqi has serialized more than 40000 comic works, more than 8 million monthly active readers, and more than 17000 comic authors have continued to create and update content on the platform".
In the following 2016 annual report, Youqi continues to show a certain growth momentum: "as of the end of the reporting period, the platform has more than 14 million registered users, a total of more than 20000 comic writers have continued to create and update the content, and more than 40000 comic works have been serialized; more than 130 animation works have been launched, including zhenhun street, which was released in 2016 , the number of hits ranks first in Chinese original animation and ranks first in Youku and other websites.
However, in the 2017 annual report, it only described that "there are more than 23 million registered users and more than 47000 serial comic works", and did not mention the number of comic authors.
The 2018 annual report showed that "as of the end of the reporting period, there were nearly 29 million registered users and more than 30000 serial comic works", and the number of works began to decline; It was also in this year that Alpha Group(002292) began to retreat, saying that it was necessary to "find suitable strategic investors for evil spirits".
Starting from the 2019 annual report, Alpha Group(002292) will no longer disclose the data of evil registered users and serial comics. By 2021, the evil spirit has become a drag on the decline of the current Alpha Group(002292) performance: "the operating revenue of information services decreased by 39.44%, mainly due to the delay of the release of the film and television projects on the evil spirit platform, the drainage effect did not meet the expectations, and the year-on-year decline in the recharge of comics in the station and the distribution revenue of comics outside the station due to the slow down of the distribution speed of comics outside the station".
Behind the change of Alpha Group(002292) attitude, the business performance with evil spirit is unsatisfactory. According to Tonglian data, datayes! According to the statistics of, the operating revenue of evil spirit in 2017 was 41.0545 million yuan, the operating profit was 12.4344 million yuan, and the net profit was 11.5144 million yuan. However, by 2020, its operating income will be 40.3132 million yuan and its net profit will be - 12.9235 million yuan; In the first half of 2021, the loss was as high as 14.6716 million yuan, and the degree of loss increased significantly.
In this regard, Chu Tianchen said that the wrong combination in 2015 led to the evil spirit, missed the best development opportunity and gave way to the head position; And Alpha Group(002292) also wasted a lot of manpower, material resources and time; "Therefore, this 600 million yuan transaction is definitely good for Youqi and station B. the strength of station B is expected to make Youqi regain its glory of that year; but for Alpha Group(002292) , it is a stop loss operation at best, which is not good. Of course, if Alpha Group(002292) It's another matter to take this opportunity to form a certain strategic cooperation with station B and use the 600 million yuan of cash harvested to focus on the development of the main business ".
Then, Alpha Group(002292) will take this opportunity to conclude a marriage alliance with station B and form the effect that one plus one is greater than two? In this regard, the relevant staff of Alpha Group(002292) told reporters, "in fact, the company has always had business cooperation with station B, such as Balala little magic fairy, pleasant goat and other cartoons. We have corresponding accounts in station B; we have also sold the previous products such as blind box and trendy play through the member purchase of station B. in the future, we will further examine whether there are more cooperation opportunities".
In the announcement, Alpha Group(002292) said that the evil spirit acquired by station B will carry out strategic cooperation with it on IP brand authorization, film and television, derivatives and other businesses.
As for the purpose of the funds obtained from the sale of evil spirits, Alpha Group(002292) made it clear when answering relevant questions on the investor interaction platform on February 18, "The funds raised by the company's non-public offering and the funds obtained from the sale of evil spirits will be used to steadily develop its core business, improve the company's sustainable operation ability and market competitiveness, and lay a solid foundation for expanding business scale and strengthening profitability in the future through business focus, reasonable cost control and improving operation efficiency."
