Every reporter: Chen Pengli Every editor: Zhang Haini
On the evening of January 16, Aofei Entertainment (sz002292, stock price 7.25 yuan, market value 10.721 billion yuan) issued an announcement stating that in order to further integrate resource allocation and optimize business structure, the company plans to cooperate with Zhao Dongmei Signed the "Equity Transfer Agreement" and transferred all 76% of the equity held by Yisha (Beijing) Culture Media Co., Ltd. (hereinafter referred to as Yisha Media) to Zhao Dongmei at a consideration of RMB 1 yuan. After the transaction is completed, Aofei Entertainment will no longer hold equity in Yisha Media, and Yisha Media will no longer be included in the company's consolidated statements.
It is reported that Aofei Entertainment controlled Yisha Media for 4.86 million yuan in 2014. In 2020, Aofei Entertainment acquired a 20% stake in Yisha Media for another 5 million yuan.
financial information shows that Yisha Media is insolvent and will achieve a net profit of -1.2594 million yuan in 2023. During the period when Yisha Media was a holding subsidiary, Aofei Entertainment and its wholly-owned subsidiary Guangzhou Aofei Culture Communication Co., Ltd. provided loans to support Yisha Media’s daily operations. As of the end of 2023, the balance of the financial assistance is 24.1115 million yuan. After the equity transfer, the loan will passively form the company's external financial assistance.
"Daily Economic News" reporter noted that this equity transfer is within the scope of the board of directors' approval authority and does not need to be submitted to the company's shareholders' meeting for review. It does not constitute a related transaction. However, the "Proposal on Passive Formation of Financial Assistance after the Transfer of the Equity of a Controlled Subsidiary" 》It still needs to be reviewed by the shareholders’ meeting.
Aofei Entertainment presented a visual picture of China at the 6th Global Licensing Exhibition held in Shanghai in June 2023.
The original investment was based on strategic layout
According to the announcement of Aofei Entertainment, the company held a board of directors meeting on the morning of January 15, 2024, and unanimously agreed to review Passed the "Proposal on the Transfer of Equity Interests in Controlled Subsidiaries" and other proposals. Aofei Entertainment plans to transfer its 76% stake in Yisha Media to natural person Zhao Dongmei for 1 yuan.
"Daily Economic News" reporter learned that Zhao Dongmei is the other shareholder of Yisha Media besides Aofei Entertainment, holding 24% of the shares of Yisha Media. After this transfer, Zhao Dongmei will hold 100% of the shares of Yisha Media. % equity.
Zhao Dongmei has no relationship with Aofei Entertainment and the top ten shareholders of Aofei Entertainment in terms of property rights, business, assets, creditor's rights and debts, personnel, etc., and there are no other relationships that may or have caused the company to tilt its interests. There is no related relationship between Zhao Dongmei and the company. This equity transfer does not constitute a related transaction or a major asset reorganization as stipulated in the "Administrative Measures for Major Asset Reorganization of Listed Companies". It does not require approval from relevant departments or the consent of creditors and other third parties.
It is reported that Yisha Media was established in November 2013. In April 2014, Aofei Entertainment used its own capital of 4.86 million yuan to increase its capital in Yisha Media and obtain 70% of its equity. At that time, Aofei Entertainment stated in the announcement that Yisha Media was a better investment target based on the company's strategy of laying out media advertising operations. Yisha Media is formed by a senior children's TV advertising operation team with strong operational capabilities and very high business synergy with the company's holding subsidiary Jiajia Cartoon TV Channel. At that time, Zhao Dongmei also transferred 9% of her equity in Yisha Media to Zhang Lei, Zhao Dongqing, and Zhang Jiabing at an average price of 1 yuan each. These three natural persons are the core managers of Yisha Media.
Qixinbao shows that in 2016, Yisha Media gained a new shareholder, Beijing Vientiane Media Advertising Co., Ltd. In January 2017, Zhang Lei, Zhao Dongqing, and Zhang Jiabing withdrew from the list of shareholders of Yisha Media.
Aofei Entertainment's 2020 financial report shows that in October 2020, the company acquired 20% of the equity of Yisha Media held by minority shareholders for RMB 5 million. Based on this acquisition price, the overall valuation of Yisha Media at that time was 2,500 Ten thousand yuan. By the end of 2020, the only shareholders of Yisha Media are Aofei Entertainment and Zhao Dongmei.
Aofei Entertainment stated in an announcement on January 16, 2024 that after fully considering the operating conditions of Yisha Media and the development trends of the industry in which it operates, the company uses the net assets of Yisha Media as the pricing reference for the equity transfer price. As Yisha Media continues to be insolvent, the company agreed to transfer 76% of the equity of Yisha Media to Zhao Dongmei at a price of RMB 1 after consensus reached between the parties to the transaction.
has provided financial assistance many times in recent years
"Daily Economic News" reporters noticed that Aofei Entertainment did not agree on relevant performance commitments when it increased its capital in Yisha Media in 2014. After Yisha Media was merged into Aofei Entertainment, listed companies rarely disclosed the performance of the holding subsidiary in their annual financial reports. According to announcements from Aofei Entertainment in previous years, in the year of the merger (2014), Yisha Media achieved revenue of 11.4649 million yuan from the purchase date to the end of the period, with a net profit of -433,200 yuan. In 2017, Yisha Media's operating income was 56.264 million yuan, and its net profit was -10.6916 million yuan. As of the end of 2017, Yisha Media's total assets were 15.1955 million yuan, and its net assets were -30.3483 million yuan.
According to the announcement of Aofei Entertainment on January 16, 2024, at the end of 2022 and the end of 2023, the net assets of Yisha Media were both negative. In 2022 and 2023, Yisha Media will achieve operating income of 90.3124 million yuan and 81.3313 million yuan respectively, and net profits of 1.2679 million yuan and -1.2594 million yuan respectively.
In the past few years, Aofei Entertainment has provided financial assistance to Yisha Media many times. After the capital increase was completed in 2014, in order to expand the operations of Yisha Media, Aofei Entertainment provided financial assistance of 9 million yuan to Yisha Media, with the interest rate being the one-year loan benchmark interest rate, which is 6.15%.
As of the end of June 2023, the balance of funds between Yisha Media and Aofei Entertainment was 19.1856 million yuan, which was caused by financial assistance. As of the end of 2023, the balance of funds provided by Aofei Entertainment to Yisha Media was 24.1115 million yuan, of which the loan principal balance was 16 million yuan and the interest balance was 8.1115 million yuan. The listed company plans to sign a loan agreement with Yisha Media, Zhao Dongmei and others. The loan period is from the date of signing of the repayment agreement to June 30, 2026, with an annual interest rate of 4.24%. Yisha Media will repay the loan in 4 installments. If the entire principal of the current period is repaid on the maturity date of the relevant loan, the principal balance of the loan will stop accruing interest from January 1, 2024, and the interest for the current period can be exempted; if If Sha Media repays the principal of any period overdue, interest on the loan principal balance will resume from the overdue date, and no interest reduction or exemption will be provided for the current period.
Aofei Entertainment stated that Zhao Dongmei, the actual controller of Yisha Media, provided joint guarantee measures for this financial assistance matter until the loan is fully repaid. At the same time, the company will pay close attention to the daily operations, financial structure, cash flow, etc. of Yisha Company, and actively take measures to prevent risks to ensure the safety of funds.
Daily Economic News
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