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Film and television enterprises involved in tax risks
This star capital feast, which attracted much attention due to the figures of founder Nicky Wu and shareholder Liu Shishi Zhao Liying, finally kicked off. 1 month 15 at 9: 00 am, shares will be traded on the main board of the Stock Exchange. After more than four years, the straw bear fought IPO again, and the market environment has changed dramatically.

According to Jost Sullivan's report, straw bear ranked fourth among all producers and distributors of TV series in China in terms of the number of TV series broadcasted in the first round in 20 19, with a market share of 6.0%. By revenue, Straw Bear Film ranks sixth in the industry, with a market share of 1.7%. No matter from which angle, straw bear is a sample of film and television companies with considerable analytical reference value.

Deeply Binding iQiyi: Risks and Hidden Dangers of "Platform X Film and Television Company"

This is a long and tortuous listing story. In 20 14, Nicky Wu founded Straw Bear Entertainment. 20 151February, Liu Shishi acquired 20% equity of Straw Bear Film with 2 million yuan, and Zhao Liying acquired 1% equity with100000 yuan. 20 16 In March, Stormwind Group planned to acquire 60% equity of Straw Bear Film at a consideration of1800 million yuan, and Liu Shishi would get a total of 20.1600 million cash shares, which was a hundred times more than the "dowry". At that time, it was calculated that the valuation of Straw Bear reached1800 million. However, in June of that year, the CSRC rejected the acquisition on the grounds that "the profitability of the target company has great uncertainty and does not meet the relevant provisions of the Measures for the Administration of Major Asset Restructuring of Listed Companies".

After the dream of listing through the acquired A shares was shattered, Straw Bear tried to join hands with Alibaba Pictures. 20 161February, Alibaba Pictures Fund invested in round A of Straw Bear, and obtained about 15% of the shares with 225 million funds, so as to calculate the valuation of Straw Bear as 1500 million. Subsequently, Alibaba Pictures Fund chose to quit in August, 20 18. It was speculated that the performance did not meet its requirements.

On July 20, 2020, Straw Bear Film submitted a prospectus to the Hong Kong Stock Exchange. Five months later, the website of HKEx showed that it had passed the hearing. According to the information in the prospectus, in the shareholder structure of Straw Bear before listing, the controlling shareholder is Liu Xiaofeng (58.4 1%), and other shareholders are iQiyi (19.57%), Liu Shishi (14.8%), Zhao Liying (0.79%) and Zhai Fang (6.47%). According to the voting arrangement, Liu Xiaofeng can exercise 80.43% of the voting rights. The shares held by Liu Shishi are the property of Nicky Wu and Liu Shishi after their marriage. It is rumored that Liu Xiaofeng, who has been the chief producer of many dramas produced in Nicky Wu, such as "The Battle of Shushan" and "New bride with white hair", holds shares for Nicky Wu.

An equity structure chart involves a series of projects. For example, Zhao Liying's Biography of Chu Qiao, The Battle of Shushan and Liu Shishi's Drunk Linglong are all produced by Straw Bear Film. Judging from the IP resource reserve, Straw Bear currently has 30 IPS, including 6 original scripts and 24 adapted scripts. 70% of the funds raised by this listing will be used for drama production, and the key projects are costume dramas such as Futuyuan, Yuegexing and Gongzi Qingcheng.

This shareholding structure chart also shows that iQiyi, as the second largest shareholder of Straw Bear, has achieved deep binding through holding shares, which is not only the largest shareholder, but also the largest customer, the main distribution channel and the largest supplier. Its cooperative relationship can be traced back to 20 15, when the policy of "one drama with two stars" was favorable to the outbreak of the self-made drama and online drama market. The two sides created a "first-online backstage" broadcast mode in China for the first time. In 20 18 and 2020, iQiyi held shares through its subsidiary Taurus Holding, and made two rounds of investment in Straw Bear, * *.

In 20 17, iqiyi contributed1.1600 million yuan to the straw bear, accounting for 2 1.4% of the company's total income. Since 20 18, iQiyi has become the biggest customer of Straw Bear, contributing 245 million yuan and 209 million yuan in 20 18 and 20 19, accounting for 36.0% and 27.2% of the total income of Straw Bear. In the first half of 2020, iQiyi contributed 4.0/kloc-0.0 billion yuan in revenue, accounting for 69.2%, still ranking first. Among the 29 dramas that have been broadcast by Straw Bear, 24 will take iQiyi as one of the main distribution channels.

In 20 18, Straw Bear spent1.1200 million yuan to buy out dramas from iQiyi, accounting for 16.2% of the total purchase. In 20 19, Straw Bear continued to pay149 million yuan to iQiyi, accounting for 15.8% of the purchase amount.

The prospectus also shows that in the past three fiscal years of 20 17, 20 18 and 20 19, and in the first quarter of 2020, the operating income of Straw Bear was 543 million, 679 million, 765 million and 327 million RMB respectively, and the corresponding net profit was 6403. In the case that the cash flow of most film and television companies is worrying, the healthy cash flow of Straw Bear has something to do with the "customized drama" mode adopted by the deep-bound head platform, and the pre-payment is not unrelated.

Straw Bear clearly stated its dependence on iQiyi in the prospectus: "If the company can't maintain business relationship with iQiyi, iQiyi will lose its leading market position or become unpopular, and the company's performance will be greatly adversely affected." Production companies can't do without platform resource channels, and their discourse power and bargaining power are weaker, but the platform doesn't depend on production companies. In 20 18, iqiyi has invested in at least 26 content companies.

On the one hand, deep binding brings stable revenue, on the other hand, it also lays a hidden danger that business development may be limited. In addition, in the online drama market, which is more and more inclined to the word-of-mouth system, the word-of-mouth quality of the dramas produced by Straw Bear is not dominant, and the costume fantasy, which is the main force, is no longer the content outlet in the past two years, which is a little outdated: according to media statistics, among the 30 works, only 10 scored above 6 points, and 3 scored above 7 points, which are not self-made dramas. The recently launched "Spiritual Realm" also has little splash.

Similarly, the trend of deep binding between platforms and film and television companies is accelerating, which seems to verify the prediction that "everyone will work for BAT in the future". For example, in 2020, bilibili announced that it would invest in Joy Media with a strategic investment of HK$ 50./kloc-0. 3 billion. After the transaction is completed, bilibili will hold about 9.90% of the total share capital of Joy Media after the share expansion. On the 4th of this year 1 month, Huanxi Media Group Co., Ltd. announced that it had reached a strategic cooperation agreement with Mango TV. The cold winter of film and television intensifies the instability of the performance of content production companies. Investing in the platform can effectively "return blood" to resist risks, but at the same time it also intensifies the Matthew effect and head monopoly of the industry.

Four film and television companies succeeded in breaking through the customs, releasing the signal of industry recovery.

In the film and television industry, which has been cold for a long time in the capital market, star capital is just in the process of rejuvenation.

Due to their own light assets, large fluctuations in performance, incomparable financial data, and lack of standardization, even some companies with stars have appeared the phenomenon of "empty shell companies with inflated valuations", and film and television companies usually encounter strict supervision by the regulatory authorities. "It is a recognized fact in the industry that film and television companies are difficult to go public." Since 20 18, the tax storm has swept the film and television circle, capital ebbs, investment and financing events have plummeted, and listing has become more difficult.

According to the statistics of Wind, in 20117 years, * * there were 13 film and television companies listed, such as Jinyi Film, Hengdian Film, Light Media and WANDA CINEMAS. In addition, in 20 18, many well-known film and television companies, such as Mahua FunAge, China Television Entertainment and Heli Guang Chen, successively terminated their IPO applications. In the same year, Jiaxing Media and Jimei Film and other companies withdrew from the New Third Board. Since then, many listed companies such as Hualu Baina and Zhongnan Culture have changed hands. The blocking of financing has led to a very high pledge rate in the film and television industry.

As a result, there are two options, either to be acquired by listed companies and go public indirectly, or to seek the listing of US stocks or Hong Kong stocks. Taking the former as an example, Xinli Media, which lost its IPO for three times, finally sold itself to Reading Group. But these acquired companies need to bear the pressure on gambling agreements. In the past two years, Xinli Media failed to complete the performance gambling as scheduled. In 20 18, the net profit of Xinli Media was 324 million yuan, only 64.8% of the promised profit was completed; In 20 19, Xinli Media's net profit was 549 million yuan, only 78.4% of the promised profit was completed.

Taking the latter as an example, the straw bear is a typical representative. It is reported that after the listing of Jinyi Film and Television in 20 17 10, there were no film and television companies listed for more than 20 consecutive months. By 2020, IPO news of four companies came in succession, and film and television companies began to change their thinking and seek overseas listing. In July 2020, Huaxia Audiovisual was officially listed in Hong Kong; 1 1 On May 5th, Bona Film was approved by the China Securities Regulatory Commission for the first time and planned to land on the small and medium-sized board of Shenzhen Stock Exchange. 1February 18, Changxin Media successfully listed on the main board of Singapore Exchange; 1February 20th, according to the website of HKEx, Straw Bear officially passed the listing hearing of HKEx. It is understood that a number of other film and television companies delisted from the New Third Board have also begun to prepare for the listing of Hong Kong stocks.

In April last year, the Hong Kong Stock Exchange announced that it would open its doors to three types of companies, such as "the same shares with different rights". The National Small and Medium-sized Enterprise Share Transfer System Corporation signed a memorandum of understanding on cooperation with the Hong Kong Stock Exchange. This means that the "GEM +H shares" model has officially landed, and a number of policies have brought benefits for film and television companies to land in Hong Kong stocks.

Has the capitalization of film and television companies warmed up? Although the above four companies that have made progress in listing are mostly the heads of the industry, they have undoubtedly released some positive signs. Two months ago, the China Cultural Industry Investment Fund was formally established in Beijing. The fund was jointly established by Publicity Department of the Communist Party of China and the Ministry of Finance, with a target scale of 50 billion yuan, and the first phase has raised 31700 million yuan. This is also a "rejuvenation" signal.

According to the film and television companies also listed in Hong Kong stocks, Joy Media's share price has continued to decline since its listing, and the current share price is 1.470 Hong Kong dollars. Litian Film broke on the first day of listing, and its share price fell over 33%. For the straw bear, the Long March has just taken the first step. It is more important to be recognized by the market whether it can export explosions after listing.