Wentou Holdings announced a 2.37 billion yuan restructuring plan to help Yang Yang and others promote the capital upstart.

according to the announcement, Yang Yang, Song Qian and Liu Ying are shareholders of Yuekai Film and Television; Ruan Danning, Wei Lijun (also known as Ning Wealth), Liu Ruixue and Su Mang are shareholders of Hongyu Tianrun.

on the evening of December 4, Wentou Holdings disclosed the latest acquisition progress, and the company plans to acquire 100% stake in Yuekai Film and Television and 100% stake in Hongyu Tianrun by issuing shares and paying cash at a price of 1.67 billion yuan and 700 million yuan respectively.

Yuekai Film and Television, Hongyu Tianrun are both film and television companies, and there is no lack of performing stars and well-known writers. According to the announcement, Yang Yang, Song Qian and Liu Ying are shareholders of Yuekai Film and Television; Ruan Danning, Wei Lijun (also known as the God of Wealth), Liu Ruixue and Su Mang are shareholders of Hongyu Tianrun.

in addition, Yang Yang also participated in the performance commitment of Yuekai Film and Television from 2017 to 2020.

< strong > plans to acquire two film and television companies < / strong >

data show that Yuekai Film and Television is a film and television cultural company mainly engaged in film and TV drama production to film and TV drama distribution, the company's business is mainly divided into film and TV drama production and distribution and artist brokerage business, while Hongyu Tianrun is a cultural media company focused on the full-dimensional operation of IP, mainly engaged in IP operation services for high-quality literary works.

according to the announcement, Yuekai Film and Television's 100% equity stake is estimated to be 1.67 billion yuan, with an estimated value-added rate of 2175.90%; Hongyu Tianrun 100% equity is estimated to be 700 million yuan, with an estimated value-added rate of 1305.50%. Based on this, after negotiation between the two sides, the provisional pricing of the transaction is the same as the valuation, with a total transaction amount of 2.37 billion yuan.

specifically, Wen Tou Holdings plans to pay 20.01 yuan per share to Shanghai, Changxing Yuekai, Shanghai Cabinet Tang, Changxing and Shengyuan, Dongyang Ali, Yaoke Media, Yang Yang, Song Qian, Liu Ying, Liu Ruixue, Chen Wanning, Ruan Danning, Shen Xiaoting, Zhu Lairuo, Chen Sixuan, Su Mang, Teng Huacheng, Wei Lijun, Wang Dong, Yonggan Venture Capital. A total of 82.9085 million shares were issued.

at the same time, Wen Tou Holdings intends to raise no more than 1.591 billion yuan in supporting funds from no more than 10 specific investors and non-public offering shares by way of inquiry. The matching funds raised will be used in three ways, of which 800 million yuan will be used for the investment project of Yuekai film and TV series, 711 million yuan will be used to pay the cash consideration of the restructuring transaction, and 80 million yuan will be used to pay the intermediary fees related to the transaction.

reporters' preliminary statistics show that after the completion of this transaction, Yang Yang will receive 8.5355 million yuan in cash and 995300 shares in Wentou Holdings; Ning Cishen will receive 15.6684 million yuan in cash and 1.8271 million shares in Wentou Holdings; Song Qian and Liu Ying will receive 4.268 million yuan in cash and 497,700 shares in Wentou Holdings respectively.

Wen Tou Holdings said that after the completion of the transaction, without considering supporting financing, Wen Zi Holdings directly holds 19.48% of the equity of the listed company, and the Wentou Group holds a total of 24.38% of the listed company. The controlling shareholder status of Wentai Holdings and the actual controller status of Beijing Cultural Resources Office will not change. This transaction constitutes a major restructuring, but does not constitute a restructuring listing, and there are no related party transactions.

< strong > Yang Yang participates in performance commitment < / strong >

as one of the important shareholders, Yang Yang can not only contribute star halo, but also participate in performance commitment.

according to the announcement, Shanghai document said, Changxing Yuekai, Shanghai Cabinet Tang, Changxing and Shengyuan, Yang Yang promised that the total cumulative net profit of Yuekai Film and Television in 2017, 2018, 20119 and 2020 would not be less than 762 million yuan; Liu Ruixue, Chen Sixuan and Wang Dong promised that Hongyu Tianrun's total cumulative net profit in 2017, 2018, 2019 and 2020 would not be less than 280 million yuan.

judging from the financial data, the performance of the two underlying companies is mediocre. Among them, Yuekai Film and Television's unaudited net profits attributed to parent shareholders in the first three quarters of 2015, 2016 and 2017 were-1.5988 million yuan,-16.733 million yuan and 16.2094 million yuan, respectively. Hongyu Tianrun's unaudited net profits belonging to parent shareholders in the first three quarters of 2015, 2016 and 2017 were 2.2882 million yuan, 17.7439 million yuan and 7.093 million yuan, respectively.

as of September 30, 2017, the total unaudited liabilities of Wentou Holdings were 2.822 billion yuan, with an asset-liability ratio of 28.08%. Yuekai Film and Television's total unaudited liabilities are 191 million yuan, with an asset-liability ratio of 72.28%, while Hongyu Tianrun's unaudited liabilities are 22.384 million yuan and 28.92% respectively.

Cultural Investment Holdings used to be mainly engaged in automobile body research and development, production and other automobile production supporting services. In 2015, it acquired 100% equity in Yaolai Cinema and 100% equity in du play Network through non-public offering shares, bound Jackie Chan IP, and transformed the entertainment industry.

Wen Tou Holdings said that through this transaction, the company will obtain rich industry resources such as professional reserve, operation and management experience, upstream and downstream communication channels and professional license qualifications related to the investment, production and distribution business of Yuekai film and TV dramas. At the same time, the company will obtain many resources from Hongyu Tianrun in IP resource reserve, high-quality writers, professional IP operation team and film and television screenplay writing. After the completion of this transaction, Wentou Holdings will expand its business including TV series production and distribution, artist brokerage and IP operation by virtue of the integration ability of its controlling shareholders and actual controllers in the cultural and creative industries, as well as its own operational experience in the film and television and game industries, thereby enhancing the company's overall profitability and sustainable competitiveness.

Edit: yvonne