Securities code: Zhejiang Sunriver Culture Co.Ltd(600576) securities abbreviation: Zhejiang Sunriver Culture Co.Ltd(600576) Announcement No.: pro 2022006
Zhejiang Sunriver Culture Co.Ltd(600576)
With regard to the announcement on the impact of the diluted immediate return of this transaction and the filling measures taken by the company, the board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. The 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., 80% equity of Qiyunshan Tourism Co., Ltd. and 100% equity of Hangzhou Xiaodao Network Technology Co., Ltd. (hereinafter referred to as “this reorganization”) held by Xiangyuan Tourism Development Co., Ltd. by issuing shares, At the same time, it is proposed to raise matching funds by non-public offering of A-Shares to no more than 35 specific investors by means of inquiry (hereinafter 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 relevant requirements stipulated in the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return of major asset restructuring (CSRC announcement [2015] No. 31) of the CSRC. In order to protect the interests of small and medium-sized investors, the company analyzed the impact of this dilution of immediate return and put forward specific measures to fill in the return. The relevant subjects made a commitment to the practical implementation of the company’s measures to fill in the return, The details are as follows:
1、 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%
Year 2020 / December 31, 2020
financial index
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 aforementioned goodwill impairment has been greatly impacted by the sudden covid-19 epidemic in the cultural and tourism industry where the production is located, and the performance of the underlying assets has been 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, tap 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, so as to empower the cultural and tourism industry chain resources of the listed company and realize diversified commercial development and application, Expand new growth points of performance; On the other hand, based on the current development and operation of tourism destination resources, the target assets fully introduce the core capabilities of Listed Companies in the field of animation and animation, such as cultural innovation and original IP, so as to 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、 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. I promise to faithfully and diligently perform my duties and safeguard the legitimate rights and interests of the company and all shareholders; 2. I promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, and not to damage the interests of the company in other ways;
3. I promise to restrict my job consumption behavior;
4. I promise not to use the company’s assets to engage in investment and consumption activities unrelated to the performance of my duties; 5. I support that the remuneration system formulated by the board of directors or the Remuneration Committee should be linked to the implementation of the company’s compensation measures;
6. If the company implements the equity incentive plan in the future, I support that the exercise conditions of its equity incentive are linked to the implementation of the company’s filling return measures;
7. From the date of issuance of this commitment to the completion of the company’s transaction, if the CSRC, Shanghai Stock Exchange and other regulatory authorities make other new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet the provisions of the regulatory authorities, I promise to issue supplementary commitments in accordance with the latest provisions of the regulatory authorities at that time.
If I violate the above commitments or refuse to fulfill the above commitments, I agree that the CSRC, Shanghai Stock Exchange and other regulatory authorities will impose relevant penalties or take relevant regulatory measures on me in accordance with the relevant regulations and rules formulated or issued by them.
(II) Zhejiang Xiangyuan Industrial Co., Ltd., the controlling shareholder of the listed company, and Xiangyuan Holding Group Co., Ltd., the indirect controlling shareholder of the listed company, make the following commitments for the effective implementation of the measures to fill the return of the listed company: 1. The company will not interfere with the operation and management activities of the issuer beyond its authority and will not encroach on the interests of the issuer.
2. From the date of issuance of this commitment to the completion of the company’s transaction, if the CSRC, Shanghai Stock Exchange and other regulatory authorities make other new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet the provisions of the regulatory authorities, the company promises to issue supplementary commitments in accordance with the latest provisions of the regulatory authorities at that time.
(III) the actual controller of the listed company makes the following commitments to the effective implementation of the listed company’s filling return measures:
1. I promise to faithfully and diligently perform my duties and safeguard the legitimate rights and interests of the company and all shareholders; 2. I promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, and not to damage the interests of the company in other ways;
3. I promise to restrict my job consumption behavior;
4. I promise not to use the company’s assets to engage in investment and consumption activities unrelated to the performance of my duties; 5. I support the remuneration system and the public policy formulated by the board of directors or the Remuneration Committee
