Longyun shares plans to acquire 170 million cross-border assets of the actual controller at a premium of more than 25 times, and its revenue depends on “related party transactions”

has set foot in the dragon, which is an advertising company in Baijiu, film and television, education and other fields, and has extended its business to e-commerce. The transaction, which will take place between the listed company and the actual controller, has caused the market to question its interest transmission because of the high premium of the target and the “related party transaction” between the purchaser and the target. On January 6, Longyun (603729. SH) announced that it plans to purchase 85% equity of Chenyue technology from related parties Loudi and HENGDENG at a premium of about 170 million yuan. According to the data, as of September 30, 2020, the monetary capital of Longyun reached 22.6508 million yuan. According to the agreement, Longyun shares shall pay the seller 40% of the equity transfer price of 67.8 million yuan within 10 working days from the effective date of signing the acquisition of Chenyue technology agreement. < / P > < p > it is worth noting that from January to October 2020, Longyun shares achieved an operating income of 10.28 million yuan and a net profit of 4.13 million yuan. The counterparties promised that the net profit of Chenyue technology from 2021 to 2023 will reach 60.5 million yuan in three years, which is far higher than its current performance. < / P > < p > in recent years, Longyun has been constantly involved in other fields. But in Baijiu, education and other industries, it is not a frustrated climate, but also a sharp decline in the film and television industry. < / P > < p > some people in the industry told Changjiang Business Daily that the acquisition of assets owned by actual controllers by listed companies is very easy to breed interest transmission. “Moreover, once the goodwill is impaired at a premium of 25 times, it will bring huge fluctuations to the company’s performance.” On January 6, Longyun announced that it plans to purchase 85% equity of Hezhou ChenYue Technology Service Co., Ltd. (hereinafter referred to as “Chenyue technology”) from the related party Loudi Heheng equity investment partnership (limited partnership) at a premium of 25 times at a cost of RMB 169.49 million. < / P > < p > among them, the 75% equity of Chenyue technology held by Loudi and Heng is valued at 149.6 million yuan, and the 10% equity of Chenyue technology held by Shanghai Shutong is valued at about 1.94 million yuan. If the transaction is successfully completed, Duan Peizhang, the actual controller of Longyun shares, will become the ultimate beneficiary. < / P > < p > Chenyue technology was established in September 2018, with a registered capital of 3 million yuan. It is mainly engaged in brand marketing and operation business based on big data analysis, and assists brand e-commerce and other relevant departments to complete consumer insight, operation planning, marketing strategy, data platform and other services. In 2019, Chenyue technology will achieve an operating revenue of 1.64 million yuan and a net profit of 350000 yuan; from January to October 2020, Chenyue technology will achieve an operating revenue of 10.28 million yuan and a net profit of 4.13 million yuan. According to the profit forecast report, Chenyue technology’s operating revenue will reach 29.3962 million yuan in 2021 and 80.7373 million yuan in 2024. < p > < p > Longyun believes that Chenyue technology is a consumer operation service provider that has passed the qualification certification of Alibaba data bank. After recent years’ development, it has the authoritative qualification and service ability to provide e-commerce operation services for a number of well-known brands at home and abroad, and has formed the country’s top three industry advantages in men’s clothing, women’s clothing, watch glasses and other categories. At the same time, in Longyun’s view, Chenyue technology’s profitability and development ability are in the stage of rapid growth. < / P > < p > interestingly, the counterparties promise that the net profit of Chenyue technology in 2021, 2022 and 2023 will be no less than 11 million yuan, 20.5 million yuan and 29 million yuan respectively, reaching 60.5 million yuan in three years, which is far higher than its current performance. < / P > < p > not only that, from January to October in 2019 and 2020, the amount of related party transactions between Chenyue technology and Longyun were 493000 yuan and 3263000 yuan respectively, accounting for 30% of its operating revenue in the same period. < / P > < p > it should be pointed out that in the inquiry letter on the acquisition of equity and related party transactions of Shanghai Longyun Media Group Co., Ltd. issued by Shanghai Stock Exchange on January 6, the amount of related party transactions between Chenyue technology and Longyun Co., Ltd. in 2019 is RMB 502000. On January 7, Longyun issued the announcement on receiving the inquiry letter from Shanghai Stock Exchange, in which the amount of related party transactions in 2019 was 493000 yuan. In the 2019 annual report issued by Longyun on April 30, 2020, the amount of related party transactions with Chenyue technology is 492400 yuan. < / P > < p > What’s more surprising is that as of the end of October 2020, the total assets of Chenyue technology are 9.583 million yuan and the net assets are 7.4642 million yuan. According to the income method, the total income value of the shareholders of Chenyue technology is 199 million yuan, which is 192 million yuan higher than the book value, with a value-added rate of 2571.42%. < / P > < p > in other words, the business relationship between Longyun shares and Chenyue technology has boosted the performance of the latter, while the listed company has purchased its equity at a premium of more than 25 times. < / P > < p > tianyancha app shows that Loudi and henggu East Duan Peizhang and Duan zekun hold 90% and 10% shares respectively. Data show that Duan zekun is Duan Peizhang’s nephew. In the equity structure of Chenyue technology, the shareholders Loudi, Henghe and Shanghai Shutong hold 85% and 15% respectively. < / P > < p > in the equity structure of Longyun shares, the actual controllers Duan Peizhang and Fang Xiaoqin are husband and wife, holding 24.74% and 5.08% shares respectively. From this point of view, the actual controller of Chenyue technology is Duan Peizhang, the actual controller of Longyun shares. Moreover, the data shows that as of September 30, 2020, the monetary capital of Longyun shares has reached 22.6508 million yuan. According to the agreement, Longyun shares shall pay the seller 40% of the equity transfer price of 67.8 million yuan within 10 working days from the effective date of signing the acquisition of Chenyue technology agreement. According to the data, in 2014, the operating revenue and net profit of Longyun were 1.177 billion yuan and 78.3417 million yuan respectively. In 2015, the company’s operating revenue and net profit were 1.320 billion yuan and 40.6605 million yuan. It can be seen that Longyun shares fell into the situation of “revenue growth and net profit decline” in the first year of listing. < / P > < p > from 2016 to 2019, the operating revenue of Longyun Co., Ltd. fluctuated, which were 967 million yuan, 1236 million yuan, 1195 million yuan and 643 million yuan respectively, and continued to decline in the past three years. During the same period, the company’s operating income was 34.8713 million yuan, 41.4917 million yuan, 22.8792 million yuan and a loss of 58.7388 million yuan, which also declined for three consecutive years and fell into a loss. According to the third quarter report of 2020 released by Longyun Co., Ltd., the company achieved a revenue of 438 million yuan in the first three quarters, a year-on-year decrease of 8.18%; the net profit attributable to shareholders of the listed company was 5.908 million yuan, turning losses into profits over the same period of last year. < p > < p > a reporter from Changjiang business daily found that Longyun almost lost money in its main advertising business. From 2017 to 2019, the gross profit rate of the company’s advertising industry is 11.5%, 8.43% and 7.53% respectively, which is in a downward trend year by year. < p > < p > in March 2019, Longyun liquor (Zhejiang Free Trade Zone) Co., Ltd. was established, and Longyun shares held 51%. In that year, Longyun liquor achieved an operating income of 9.6723 million yuan, with a gross profit rate of 50.35%. However, according to the 2020 semi annual report, the company’s main business income was 2.3376 million yuan, and its net profit was 228800 yuan. < p > < p > in August 2019, Longyun liquor invested and established Shanghai holmium Capital Industrial Co., Ltd., with a shareholding ratio of 100.00%, mainly engaged in business consulting. According to the semi annual report of 2020, the main business income of holmium capital industry is zero, and the net profit is 2.738 million yuan. < p > < p > the 2020 semi annual report also shows that the main business income of Shihezi shengshifeiyang New Media Co., Ltd., which is 100% owned by Longyun, is 37.9885 million yuan, and the net profit is 1.8122 million yuan; the main business income of Shanghai Longxin Education Technology Co., Ltd., which is 60% owned, is zero, and the net profit is 752500 yuan. < p > < p > in December 2020, Longyun announced that it planned to liquidate and cancel Longxin education, and the company lost 2.734 million yuan in the first three quarters. < / P > < p > in the film and television industry, in January 2019, Longyun announced to increase the capital of 111 million yuan to Yuheng film, thus holding 10% of the company’s equity. < p > < p > Yuheng film is mainly engaged in the production of film and TV series and variety shows. Duan Peizhang directly and indirectly holds 98.9899% of Zhiheng investment, and Zhiheng investment holds 99.5% of Yuheng film. With the capital increase, Yuheng film’s overall valuation has reached 1.059 billion yuan, with a value-added rate of 386%. < / P > < p > Duan zekun and Duan Peizhang also promised that from 2019 to 2021, Yuheng film’s annual net profit (subject to the amount after deducting non recurring profits and losses) will not be less than 80 million yuan, and the cumulative net profit in three years will not be less than 360 million yuan. < / P > < p > in September 2019, Longyun announced that it plans to purchase 32% equity of Yuheng Film Co., Ltd. held by Fujian Heheng by cash payment, and hold 42% equity of Yuheng Film Co., Ltd. after the acquisition. In this transaction, Yuheng film’s 100% equity is priced at 600 million yuan, and its 32% equity is priced at 192 million yuan. < p > < p > in 2019, Yuheng film achieved an operating revenue of 973 million yuan and a net profit of 127 million yuan. In the first half of 2020, the company’s operating revenue will reach 268 million yuan and its net profit will be 36.5393 million yuan. Obviously, the impact of the epidemic on the film and television industry has also affected Yuheng film. < p > < p > in December 2020, Longyun Co., Ltd. announced that it plans to make joint investment in TV series such as “the old doctor and the little doctor”, “Yu Zhaoling” and variety shows such as “the most beautiful travel shooting” series produced by Yuheng Film Co., Ltd., with an investment amount of no more than 90 million yuan. < / P > < p > some people in the industry told Changjiang Business Daily that the acquisition of assets owned by actual controllers by listed companies is very easy to breed interest transmission. “Moreover, once the goodwill is impaired at a premium of 25 times, it will bring huge fluctuations to the company’s performance.” < / P > < p > the person also said that from the current field of Longyun shares, either the competition is fierce, or the scale is impossible to be too large, “these investments can not bring more help to the company’s performance, only belong to the” playing ticket “nature. It is suggested that the company should be based on the main advertising business and keep up with the overall market rhythm. ” < / P > < p > Disclaimer: the purpose of this article reprinted by CNFC is to convey more information, and it does not represent the opinions and positions of CNFC. The content of this article is for reference only, and does not constitute an investment proposal. Investors operate on this basis at their own risk. < p > < p > Chinanet is a state key news website under the leadership of the Information Office of the State Council and the management of China foreign language publishing and Distribution Bureau. Through 11 versions in 10 languages, the website publishes information 24 hours a day. It is an important window for China to carry out international communication and information exchange.