Every reporter Wen Menghua, intern reporter Zhang Chunnan, every editor Yang Yi
Behind the freezing of some of the shares held by the largest shareholder, Contemporary Oriental is planning to change the actual controller.
On July 23, Contemporary Oriental, which has been suspended from trading for two months, announced that Shandong Expressway Investment Holding Co., Ltd. (hereinafter referred to as Shandong Expressway Investment) decided to make an equity investment in Contemporary Oriental (not exceeding 29.99) after thoroughly understanding the overall situation of Contemporary Oriental. % Shares), becoming the controlling shareholder of Contemporary Oriental.
However, some lawyers told the reporter of "Daily Economic News" that the equity will not be transferred within the freezing period, which also means that there may be changes in the equity transfer cooperation.
Shandong Expressway Investment intends to take over the controlling stake
The reporter combed and found that the current holding company behind the contemporary East is the "Contemporary Department" represented by Wang Chunfang. In 2010, Xiamen Contemporary Investment invested 64.75 million yuan to acquire 29.99% of * ST Dashui. Since it officially became the owner of Contemporary East, in 2015, it has been increased. The price per share increased by 109 million shares of the listed company. The controlling shareholder of the company also changed from the previous contemporary investment to the current contemporary culture. In 2017, contemporary culture passed the "Tibet Trust-Lever No. 28 Collective Fund Trust Plan" to 148 million. Yuan increased its holdings of 12.642 million company shares.
At the time of the announcement of the proposed change in the control of Contemporary Oriental, according to a reporter, Xiamen Contemporary Investment (now renamed Yingtan Contemporary Investment Group Co., Ltd.) currently holds a total of 37.034% equity in Contemporary Oriental, with a current market value of approximately 6.253 billion. In meta-calculation, the "contemporary department" company has made about 926 million yuan in 8 years.
And who is Shandong Expressway Investment who is the proposed receiver of the actual controller change? The reporter checked Tianyan investigation and found that Shandong Expressway Investment was established in 2010 and is a wholly-owned subsidiary of Shandong Expressway Group. The shareholder behind Shandong Expressway is Shandong State-owned Assets Supervision and Administration Commission.
According to the official website of Shandong Expressway Group, as of now, the registered capital of the group is 20 billion yuan, the annual operating income is 70 billion yuan, the total profit is 7 billion yuan, the total assets are nearly 600 billion yuan, and the asset-liability ratio is 61%.
At present, the change of controlling shareholder has not been settled yet. Will some of the shares held by the largest shareholder be frozen?
In this regard, the reporter contacted Shandong high-speed investment related persons. The person said that progress must be approved step by step by the board of directors of Shandong Expressway Group and the SASAC. When the reporter asked whether Shandong Expressway Investment was aware of the reasons for the freeze on contemporary culture's holdings, the other party said that it was yet to be verified.
Ai Wenlu, secretary of the board of directors of Contemporary Oriental, also said at the investor exchange meeting: "As for the transaction between the company's controlling shareholder and Shandong Expressway, it may involve changes in the company's control. It is currently in the negotiation and due diligence stage, and the transaction plan requires It has passed the decision-making bodies with authority including Shandong State-owned Assets Supervision and Administration Commission, which has great uncertainty. "
Attorney Wang Guangying also told reporters, "From a legal perspective, after being frozen by the judicial system, the equity cannot be transferred and registered on its own. Although the equity cannot be transferred within the freeze period, some shareholder rights such as voting rights are acceptable. Acting as an agent, so partners can also sign a voting right agency agreement, proxy voting. Regarding the shareholder's income cannot be paid directly to the partner, after the shareholder receives the income, it is also possible to transfer it to the partner in a legal form according to the cooperation agreement. "
The contemporary department began to "buy buy buy"
Public information shows that the original name of Contemporary Oriental was Datong Cement, which was officially renamed Contemporary Oriental in 2013. Under the control of the "Contemporary Department", what have you done in recent years, from the cement industry cross-border to the contemporary East of film and television?
The reporter combed through the annual report and found that from 2011 to 2014, the net profits of contemporary Oriental attribution were -23.97 million, 3.15 million, 2.26 million, and -555.6 million, respectively.
In 2014, the company established a strategic goal around building a multi-industry chain of film and television culture across the industry chain, and decided to acquire Mengweiwei Film and Television Culture through a set increase. According to the results of the fixed increase, "Contemporary" companies Contemporary Culture, Xiamen Xuxi and Pioneer Asia Pacific increased their holdings of 109 million shares of listed companies at a price of 10.8 yuan per share. The company's controlling shareholder has also changed from previous contemporary investment to current contemporary culture.
Subsequently, the contemporary Oriental under the leadership of the "Contemporary Department" opened the "buy buy buy" model. In 2016, Contemporary Oriental acquired Beijing Huacai Tiandi Development Co., Ltd. Huacai Tiandi also made a performance commitment, but in March this year, before Huacai Tiandi's performance commitment period had not yet ended, it was sold by Contemporary Oriental.
In July 2017, Contemporary Oriental also announced that it planned to acquire 100% equity of Yongle Film and Television for 2.55 billion yuan, while the latter also made performance commitments. Subsequently, the Shenzhen Stock Exchange issued an inquiry letter on the contemporary premium acquisition of Oriental. But more than a year later, the acquisition still has no substantial results.
In June of this year, Contemporary Oriental issued a suspension of trading again due to the planning of a major asset reorganization, and plans to acquire Shouhui Focus for 1.2 billion yuan.
Although Contemporary Oriental promised to resume trading no later than July 24, the company did not apply for resumption of trading on that day. On July 31, the Shenzhen Stock Exchange issued a supervision letter to the company, asking the company to resume trading as required. The company resumed trading on August 2nd, but it ushered in the "single-point limit" for 8 trading days.
Behind the "buy buy buy", the company may also face greater pressure on cash flow in 2017. According to the 2017 annual report, the company's short-term loans increased from 100,000 yuan in 2016 to 452 million yuan in 2017. In the first quarter of this year, its short-term borrowings have increased to 464 million yuan.
In this regard, Sun Yongqiang, the financial director of contemporary Oriental, said at the investor briefing that the film and television culture industry is a capital-intensive industry and needs to continuously invest a lot of money to purchase film and television dramas and expand the theater business to maximize revenue and profits. The company will use normal The returned funds are used to repay bank loans.