Citic Securities Company Limited(600030)
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Zhejiang Sunriver Culture Co.Ltd(600576)
Diluted immediate return of this transaction and special verification opinions on filling measures
Independent financial consultant
April 2022
Zhejiang Sunriver Culture Co.Ltd(600576) (hereinafter referred to as ” Zhejiang Sunriver Culture Co.Ltd(600576) ” and “listed company”) plans to purchase 100% equity of Beijing Bailong Green Technology Enterprise Co., Ltd., 100% equity of Phoenix Xiangsheng Tourism Development Co., Ltd., 100% equity of Zhang Jia Jie Tourism Group Co.Ltd(000430) Huanglongdong Tourism Development Co., Ltd. and 80% shares of Qiyunshan Tourism Co., Ltd. and 100% equity of Hangzhou Xiaodao Network Technology Co., Ltd. (hereinafter referred to as “this reorganization”), and it is planned to raise supporting funds by non-public issuance of A-Shares to no more than 35 specific investors by means of inquiry (hereinafter collectively referred to as “this transaction”). According to the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110), As well as the guidance on matters related to initial public offering and refinancing, major asset restructuring and diluted immediate return (CSRC announcement [2015] No. 31) issued by the CSRC, the impact of this transaction on the main financial indicators of the listed company and the relevant measures taken by the listed company are described as follows: I. The impact of this transaction on the financial indicators of the company’s earnings per share
According to the audited financial statements of the listed company and the review report for reference, without considering the raising of supporting funds, the financial data of the listed company before and after this transaction are as follows:
Unit: 10000 yuan
Financial indicators January November 2021 / November 30, 2021
Change range before and after trading
Total assets 1173794333117332 182.14%
Owner’s equity attributable to shareholders of the parent company 1058992924143583 127.99%
Operating income 23272944211563 80.96%
Total profit 122423856716 599.80%
Net profit 174.95565508313246%
Net profit attributable to shareholders of the parent company 445.02570645118228%
Basic earnings per share (yuan) 0.0072 0.0550663.89%
Diluted earnings per share (yuan) 0.0072 0.0550663.89%
Financial indicators: year 2020 / December 31, 2020
Change range before and after trading
Total assets 1161862934968062 200.97%
Owner’s equity attributable to shareholders of the parent company 1025404723223021 126.48%
Operating income 23222733624339 56.07%
Total profit 373935 -2614021-
Net profit 330226 -2724279-
Net profit attributable to shareholders of the parent company 189502 – 2870511-
Basic earnings per share (yuan): 0.0300 -0.2767-
Diluted earnings per share (yuan): 0.0300 -0.2767-
After the completion of this restructuring, regardless of the impact of raising supporting funds, the total assets, net assets and operating income of the listed company in the latest year and the first period will be significantly increased; The total profit, net profit, net profit attributable to the shareholders of the parent company and earnings per share of the last year decreased significantly and suffered losses due to the impact of the sudden covid-19 epidemic in 2020 and the impairment of goodwill, with the amounts of -261402100 yuan, – 27242790 yuan, – 287051100 yuan and -0.2767 yuan / share respectively. However, with the normalization of the epidemic and the recovery and enhancement of the profitability of the underlying assets, the total pro forma profits of the listed companies in the latest period The net profit, net profit attributable to the shareholders of the parent company and earnings per share will increase significantly, with the amounts of 856716 million yuan, 565508 million yuan, 570645 million yuan and 0.0550 yuan / share respectively, increasing by 599.80%, 313246%, 118228% and 663.89% respectively.
The main reason for the sharp decline in the net profit of the listed company in the last year for reference and the net profit attributable to the shareholders of the parent company is that the counterparty Xiangyuan lvkai completed the acquisition of 100 dragon green, the underlying asset of the transaction, in 2019. After the acquisition, the operating performance of the underlying asset decreased compared with previous years due to the impact of the sudden covid-19 epidemic in 2020. Based on the principle of prudence and taking full account of the possible impact of the normalization of the subsequent epidemic on the underlying assets, Sunriver lvkai and its ultimate controller withdrew 326 million yuan of goodwill impairment for Bailong green in 2020, resulting in a sharp decline in the performance of the underlying assets in 2020. The aforesaid goodwill impairment matters are completed before this reorganization, which will help consolidate the quality of the underlying assets, meet the long-term development interests of the listed company and the interests of minority shareholders, and will not have an additional impact on the future operating performance of the listed company. At the same time, in 2020, the cultural and tourism industry where the underlying assets are located will be greatly impacted by the sudden covid-19 epidemic, and the performance of the underlying assets will be greatly affected. In 2021, with the gradual normalization of the epidemic in China, the performance of the underlying assets also gradually recovered. After the completion of this reorganization, the total pro forma profit, net profit and net profit attributable to the shareholders of the parent company in the latest period of the listed company have been greatly improved, and the earnings per share will be increased by 663.89%.
After the completion of this reorganization, on the one hand, the listed company can rely on the scarce tourism destination resources of the underlying assets, excavate the elements of Chinese culture based on its animation and animation IP resource reserves and relevant cultural innovation and development capabilities, and deeply integrate with the tourism real economy and consumption scenes by means of IP and scientific and technological means. On the other hand, on the basis of the current development and operation of tourism destination resources, Fully introduce the cultural innovation and original IP and other core capabilities of Listed Companies in the field of animation and animation, further enrich the consumption experience of tourism destinations, promote the mutual empowerment of culture and tourism, and improve profitability. In the future, with the gradual release of the business synergy between the listed company and the underlying assets, the core competitiveness and sustainable development ability of the listed company will be greatly enhanced, and various financial indicators are expected to further develop well. Therefore, this transaction is conducive to improving the business scale and sustainable profitability of the listed company. 2、 Countermeasures for diluting the immediate return of this transaction
(I) actively strengthen operation and management and improve the operation efficiency of the company
After the completion of this transaction, the underlying assets will become a subsidiary of the listed company. The listed company will further strengthen the enterprise operation and management and internal control, improve the daily operation efficiency of the listed company, reduce the operation cost of the listed company, comprehensively and effectively control the company’s operation and management risks and improve the operation efficiency.
(II) implement active profit distribution policy
According to the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37), the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (zjf announcement [2013] No. 43), the articles of association and other relevant provisions of the CSRC, and in combination with the actual situation of listed companies, The board of directors of the listed company formulated the shareholder return plan for Zhejiang Sunriver Culture Co.Ltd(600576) the next three years (20222024). After this transaction, the listed company will actively implement the above-mentioned return plan, widely listen to the opinions and suggestions of independent directors and investors, especially small and medium-sized shareholders, strengthen the return to investors, increase the transparency of the implementation of distribution policies, improve the profit distribution and decision-making mechanism of listed companies, and better safeguard the interests of shareholders and investors of listed companies.
(III) strengthen the management and application of raised funds and improve the efficiency of the use of raised funds
This transaction includes issuing shares to specific investors to raise matching funds. After the arrival of the supporting funds raised this time, the listed company will effectively manage the use of the supporting funds raised in strict accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the funds raised by listed companies and the stock listing rules of Shanghai Stock Exchange. The board of directors will also continue to supervise the special account storage of the raised funds, ensure the rational and standardized use of the raised funds, prevent the use risks of the raised funds and improve the use efficiency of the raised funds. 3、 Necessity and rationality of this transaction
(I) build a closed-loop ecosystem for the innovation and integration of cultural tourism industry of listed companies
In 2021, the Ministry of culture and tourism issued the 14th five year plan for the development of culture and tourism, proposing to adhere to the integrated development of culture and tourism, shape tourism with culture and highlight culture with tourism, improve the institutional mechanism for the integrated development of culture and tourism, promote the integrated development of culture and tourism in a wider range, at a deeper level and at a higher level, actively promote the integration and mutual promotion of culture and tourism with other fields, and constantly improve the quality and comprehensive benefits of development; Implement a number of brand cultivation projects to promote the brand development of cultural tourism integration; Explore and promote the cultural tourism integration IP project, tell the Chinese story with the original IP, and create a cultural tourism integration brand with rich cultural connotation Zhejiang Sunriver Culture Co.Ltd(600576) with animation and its derivatives and animation film and television business as the core, relying on a huge animation resource library, perfect distribution channels and rich operation experience, it has many original animation copyrights and animation technologies; After the completion of the transaction, the tourism assets to be injected into the transaction will innovatively carry out the integration of cultural tourism resources and create a closed-loop ecological chain of the cultural tourism industry based on the regional characteristic resources and operation characteristics of their respective scenic spots, combined with the existing core animation IP and animation film and television businesses of listed companies.
(II) location advantages promote the digital coordinated development of multiple scenic spots
The target companies of this transaction, such as Huanglongdong tourism, Bailong green and Fenghuang Xiangsheng, are located in the tourism destination area of “Western Hunan”. The three companies actively explore in marketing planning, brand promotion, product building and other aspects to realize resource sharing; It has formed great synergy advantages in customer cooperation, tourism product route combination and so on. Through diversified product matrices such as operation integration, marketing integration and product portfolio, we can realize the sharing of cultural and tourism resources such as brands, information and customers in Western Hunan, improve the market competitiveness and operation management efficiency of tourism products, improve the overall brand image of cultural and tourism business, and shape the leading position of the company in cultural and tourism business in Western Hunan. In addition, the target assets to be injected into this transaction have the ability to improve the whole process digital transformation of tourism destinations. By building the “great Xiangxi” intelligent tourism ecological service system and providing one-stop tourism services, it will comprehensively enable the cultural, tourism and animation industry chain of listed companies to upgrade and maximize data value, and help listed companies become industry-leading cultural and tourism asset operators.
(III) protect the interests of minority shareholders and realize the high-quality development of listed companies
Affected by the macroeconomic environment, industrial policies and other factors, the overall adjustment of China’s cultural media industry, and the performance of Zhejiang Sunriver Culture Co.Ltd(600576) animation and its derivative business are also affected. In order to improve the sustainable development of listed companies and systematically improve the quality of listed companies, this transaction is planned to inject high-quality tourism assets. The tourism assets to be injected include scenic spot supporting service products such as sightseeing elevators, cableways and cruise ships in several national tourism destinations and smart cultural tourism systems. The assets are highly scarce, have strong profitability and have good prospects for sustainable development. After the completion of the transaction, with the release of the above-mentioned cultural tourism closed-loop ecological synergy, the financial situation of listed companies will be significantly improved and their sustainable profitability will be enhanced, Achieve high-quality development of listed companies and further protect the long-term interests of minority shareholders. 4、 The company’s directors and senior managers’ commitment that the company’s diluted immediate return on this transaction can be effectively fulfilled by taking filling measures
(I) the directors and senior managers of the listed company will faithfully and diligently perform their duties and safeguard the legitimate rights and interests of the company and all shareholders. In accordance with the relevant provisions of the CSRC, in order to ensure that the company’s filling return measures can be effectively implemented, the following commitments are made:
1. Myself
