Beijing News (Reporter Zhang Zeyan) At the beginning of the acquisition of Guan Impression for 1.9 billion yuan, the provision for impairment of goodwill is now 1.154 billion yuan. On May 28, the Shenzhen Stock Exchange issued an inquiry letter to Sanxiang Impression, asking 14 consecutive questions, requesting Sanxiang Impression to disclose that the performance commitment of Sanxiang Impression had not been fulfilled, and the assets had suffered substantial impairment. Zhang Yimou, Wang Chaoge, Whether the service period of Fan Yue et al. has expired and so on.
Sanxiang Impression 's Guanyin Impression was originally one of the most famous tourism performance brands in China. The valuation of Guanyin was lowered to 690 million last year.
Shares of Sanxiang Impression fell 0.53% as of the close on May 29.
Sanxiang Impression , formerly known as Sanxiang Shares, was listed on the Shenzhen Stock Exchange in August 2012 through a backdoor in August 2012. Listed. After the backdoor of Sanxiang Co., Ltd., the main business was officially transformed into the development and operation of real estate. Around 2016, Sanxiang Impression began to enter the cultural tourism industry, creating a business structure of "culture + real estate" coordinated development. In October 2016, Sanxiang Co., Ltd. officially changed its name to Sanxiang Impression , and five months before the name change, the company just completed the acquisition of 100% equity of Guanyin Impression at a consideration of 1.9 billion yuan.
According to the acquisition announcement at that time, as of March 31, 2015, the evaluation base date, the 100% equity of Guanyin Impression had returned to the parent's owner's equity of RMB 96.7558 million, the evaluation value was RMB 1.667 billion, and the evaluation value-added rate was 1,622.71%.The acquisition consideration is 1.9 billion yuan, a premium of 13.99% over the appraised value.
Public information shows that Impression, which has works such as Impression Liu Sanjie and Impression Lijiang, was established in 2006. Its predecessor was Beijing Impression Innovation Art Development Co., Ltd. initiated by three directors Zhang Yimou, Wang Chaoge, and Fan Yue. company. In May 2016, Sanxiang Impression acquired 100% equity of Guanyin Impression. Currently, Zhang Yimou, IDG Capital, Yunfeng Fund and other institutions directly or indirectly hold the equity of Sanxiang Impression . At present, Guan Impression has four series of performance brands, namely "Impression", "See You Again", "Most Memories" and "Return", and a total of 17 projects have been performed, produced and signed.
Guanyin's original shareholders, Shanghai Guanyinxiang and Impression Creative Inc., have made the 2015-2018 net profit attributable to the parent company of Guanyin not less than 100 million yuan, 130 million yuan, 160 million yuan, and 163 million yuan respectively. Commitment to provide compensation for asset impairment at the end of 2018.
However, the actual net profit of Guanyin from 2015 to 2018 was 102 million yuan, 125 million yuan, 130 million yuan, and 27.6117 million yuan respectively, and the performance commitment was not fulfilled. The appraised value is 690 million yuan, and there is a significant impairment.
In this regard, the Shenzhen Stock Exchange requested Sanxiang Impression to only regard the reason for the decline in performance as "subject to the influence of the macroeconomic situation, which brought certain difficulties to the signing of new projects of Guanyin, and the performance of Guanyin declined significantly during the reporting period. "One sentence took to express doubts and asked the company to supplement the disclosure of the development of its main businesses such as culture and real estate during the reporting period and the reasons for the decline in performance.
data shows that Guanyin's current profit model is "performance creation + intellectual property license + shareholder equity dividends", and its revenue mainly comes from performance production fee income, performance ticket revenue share, maintenance fee income and shareholder equity dividends.
Sanxiang Impression's valuation of the original acquisition of 1.9 billion was lowered to 690 million, and last year's goodwill impairment loss of 1.154 billion caused Sanxiang Impression suffered a huge loss in performance
It is worth noting that on May 20, Voxon (Beijing) International Assets Appraisal Co., Ltd. (hereinafter referred to as "Waxon"), as the asset appraisal agency of Sanxiang Impression's acquisition of Guanyin, explained that Guanyin's 2015-2018 profit forecast was not realized and Apologies.
Voxon said that the uncompleted 2018 annual performance forecast was mainly due to the sharp decline in the revenue of various businesses. The main reasons are that some project companies are not operating well, resulting in Guanyin not receiving box office revenue from performance projects; the performance of some performance projects has been delayed compared to the original plan; in the second half of 2017, the state issued relevant management policies to strengthen local government debt. In the context of the policy, local government partners “deleveraged” by transferring performance projects, resulting in the creation of the performance projects under creation that were not completed as planned and the production fee was charged; the maintenance agreement for some projects expired, and the project company and Guanyin did not renew the contract. , Guan Impression did not provide maintenance services for it; due to the impact of the macroeconomic environment, some project companies have tightened budget expenditures, and the maintenance demand for performance projects has declined.
In this context, in its 2018 annual report, Sanxiang Impression lowered its valuation to 690 million yuan. As a result, Sanxiang Impression recorded a huge loss. In 2018, the net profit attributable to the parent was 460 million yuan, and the non-net profit loss was 1.035 billion yuan.
annual report shows that in 2018, Sanxiang Impression achieved operating income of 1.633 billion yuan, a year-on-year decrease of 33.99%, and the net profit attributable to the parent was a loss of 456 million yuan, a year-on-year decrease of 271.85%; the loss after deducting non-net profit expanded to 1.035 billion yuan Yuan, down 541.52% year-on-year.
According to the annual report and company announcement,The company's huge loss last year was mainly due to asset impairment. Last year, the company's goodwill impairment loss was 1.154 billion yuan, the intangible asset impairment loss was 85 million yuan, and the bad debt loss was 5.3995 million yuan. The total asset impairment loss was as high as 1.244 billion yuan.
In addition, the inventory problem of Sanxiang Impression has also attracted much attention. According to the 2018 annual report, the book value of Sanxiang Impression inventory totaled 9.476 billion yuan, accounting for 72.66% of the company's total assets. No provision for inventory depreciation was made in this period. In the past three years, the company's inventory turnover rate was 0.42 times, 0.17 times, and 0.1 times, showing a downward trend year by year.
Shenzhen Stock Exchange requires Sanxiang Impression to explain the specific process of determining the company's various development costs and the net realizable value of the developed products, the key estimates and assumptions involved, whether it draws on the evaluation work of an independent third party, and whether it is in line with the location of the relevant projects Regional real estate market and surrounding comparable project price trends and sales.
Zhang Yimou, Wang Chaoge and other bigwigs are concerned about whether their service periods have expired. Sanxiang Impression What can you do to save performance?
It is worth noting that in this inquiry letter, the Shenzhen Stock Exchange stated that the three core directors Zhang Yimou, Wang Chaoge and Fan Yue promised to continue their service at Guanyin for three years from the date of signing the relevant letter of commitment, requiring three Xiang Impression details whether the relevant director's service period has expired, whether to renew the service agreement, etc.
Now, Zhang Yimou and others are facing the problem of leaving and staying. Sanxiang Impression What can they do to save their performance? Previously, in the first quarterly report of 2019 disclosed by Sanxiang Impression , the company achieved operating income of 1.305 billion yuan, a year-on-year increase of 649.04%; net profit attributable to the parent was 381 million yuan, a year-on-year increase of 579.20%.
It seems that the business situation has improved, but in fact, the sharp increase in net profit is due to the increase in the transfer income of some projects compared with the previous period, the change in the fair value of share compensation 156 million yuan, and the increase in securities investment due to the increase in share price. Changes in fair value, etc.
Beijing News reporter Zhang Zeyan Editor Yue Caizhou proofreading Wu Xingfa
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