① Aofei Entertainment announced this evening that it plans to transfer all of the shares of the holding subsidiary Yisha Company to Zhao Dongmei, the old shareholder of Yisha Company, at a price of 1 yuan. ② As of the end of the 2023 period, Aofei Entertainment's loan balance to Yisha was RMB 24.11,500.
Financial Services Association, January 16 (Reporter Ren Chaoyu) The former “Britney” was transformed into “Mrs. Niu.” Aofei Entertainment (002292. (SZ) announced this evening that it plans to transfer all of the shares of the holding subsidiary Yisha Company to Zhao Dongmei, the old shareholder of Yisha Company, at a price of 1 yuan.
The announcement revealed that Aofei Entertainment signed an agreement with the relevant counterparty in 2014 to increase the capital of Yisha by RMB 4.86 million and hold 70% of Yisha's shares;
In September 2019, Aofei Entertainment transferred 20% of Yisha's shares held by Beijing Wanxiang Media Advertising Co., Ltd. at a price of 5 million yuan. After completing this transaction, the company held a total of 76% of Yisha's shares.
When Aofei Entertainment first increased its capital in 2014, Yisha said, “Based on the corporate strategy of laying out media advertising operations, Yisha is a good investment target. “Yisha was founded by a senior children's TV advertising operation team. It has strong operational capabilities and has a high level of business collaboration with Jiajia Cartoon TV Channel, a holding subsidiary of the company.”
In this capital increase in 2014, Zhao Dongmei, who originally held 100% of Yisha's shares, transferred part of the shares to “Yisha's core managers” Zhang Lei, Zhao Dongqing, and Zhang Jiabing at a price of 1 yuan respectively. Meanwhile, Aofei Entertainment loaned Yisha 9 million yuan to “expand operations”.
(Source: Foreign Investment Notice 2014)
(Source: Tianyan Survey Show)
According to Tianyan Research, Zhang Lei, Zhao Dongqing, and Zhang Jiabing withdrew their shares on October 30, 2023.
As of the end of the 2023 period, Aofei Entertainment's loan balance to Yisha was RMB 24.11,500. Aofei Entertainment said that after the equity transfer was completed, the loan passively formed a situation where the company provided financial support to the outside world; in essence, it was a continuation of the company's daily operating loans to the original holding subsidiary.
For these loans, Aofei Entertainment's follow-up arrangements are as follows.
(Source: “Notice on Passive Formation of Financial Assistance after Transfer of Shares in Holding Subsidiaries”)
Regarding the reason for the share transfer, Aofei Entertainment explained that it was the result of comprehensive considerations such as the decline in traditional TV advertising revenue and the continued increase in new media advertising revenue. As to why the price was 1 yuan, Aofei Entertainment stated that Yisha continued to be insolvent by referring to Yisha's net assets as the pricing reference for the share transfer price.
According to financial data, Yisha's net assets in 2022 (audited) and 2023 (unaudited) were 219.628 million yuan and -23.22,200 yuan, respectively. Net profit was 1,267,900 yuan and -1,2594 million yuan, respectively.
It is worth noting that according to Aofei Entertainment's 2014 announcement, as of March 31, 2014, Yisha's net assets were 19.843 million yuan.