原创首发 | 金角财经（ID: F-Jinjiao)
Author | Kakuye
After all, Dongfang Selection has not escaped the fate of live broadcast e-commerce.
On the evening of July 25th, Dongfang Selection made an announcement announcing the resignation of the top anchor Dong Yuhui, and then Yu Minhong and Dong Yuhui each issued a long article in response, restoring the truth of this separation that had been planned for several months.
"Decency" became the key word in this separation.
Yu Minhong said, "I arranged the money for Yuhui to buy the company, and the company gave it to Yuhui", and all the benefits obtained by Hui since its establishment, including all profits, Dongfang Selection did not take a penny, and all of them were left to Yuhui and Hui Peer.
Dong Yuhui responded, "Mr. Yu also supported our operation system for free...... In the future, I will have more opportunities to travel with Mr. Yu and talk and laugh. ”
Judging from the market reaction, the fans of Hehui rose by 120,000 overnight, while Dongfang Selection plummeted by 20% at the opening today, and their joys and sorrows were not the same.
The dust has not settled, and behind this "decent" separation, there are still three puzzles.
How much money did you pay?
According to the announcement of Dongfang Selection, Dong Yuhui resigned and sold 100% of the shares of Hui to Dong Yuhui for 76.5855 million yuan.
Just when the market was speculating about whether Dong Yuhui could afford to pay, Yu Minhong posted an open letter to Dongfang Selection Shareholders and Friends on the official account, revealing the answer.
According to Yu Minhong, "Yuhui holds the equity purchase money required to walk with Hui, and I also arrange to pay it in a manner that complies with the rules of the listed company and the articles of association." And further explained that this sentence means, "I arranged the money for Yuhui to buy the company, and the company gave it to Yuhui." ”
According to the most simple understanding, Dong Yuhui purchased 76.5855 million yuan of 100% equity with Hui, which was paid by Yu Minhong. But in fact, there are many opinions in the market that this is not the case.
The disagreement stems from Yu Minhong's next addition:
"All the benefits obtained by Walk with Hui since its establishment, including all profits, Oriental Selection did not take a penny, and all of them were left to Yuhui and Walk with Hui."
According to the announcement of Oriental Selection, from its establishment on December 22, 2023 to June 30, 2024, it will achieve a net profit of 140 million yuan with Hui. At the same time, according to Yu Minhong's statement in the open letter, 50% of the revenue sharing with Hui is agreed to be distributed to Dong Yuhui, so the sale price of nearly 76.59 million yuan is just the amount left after Dong Yuhui shares half of the income of more than 70 million, and it also happens to match the unaudited net asset value of Hui as of June 30, 2024.
Therefore, there are many analyses of what Yu Minhong said, "I arranged the money for Yuhui to buy the company", which means that Dong Yuhui does not need to pay extra money to buy equity, and as for the relevant financial processes of listed companies that may need to be dealt with, Yu Minhong provided help in the form of bridge funds, rather than "Yu Minhong paid more than 70 million by himself" in the general sense.
If this is the case, Yu Minhong's words and deeds still have the true character of an "iron rooster", and the "decency" of this separation will be discounted.
What if not? If it is true that Yu Minhong paid more than 70 million out of his own pocket to help Dong Yuhui buy and walk with Hui, and at the same time transferred 140 million net profits to Dong Yuhui, which is equivalent to Dong Yuhui getting "100% of walking with Hui + 140 million", then Yu Minhong is indeed quite decent this time.
However, if more than 70 million yuan to buy the money to walk with Hui is really out of Yu Minhong's own pocket, then this separation will not be so complete.
For Dong Yuhui, although there is no relationship in equity, but the redemption money of Solo Fei was given by Yu Minhong, how will this favor be repaid?
Therefore, how much money Yu Minhong paid and how much money Dong Yuhui gave, I strongly recommend that Mr. Yu Minhong make another supplementary statement.
Who is more upset?
After the separation, Dongfang Selection and Hui walked together, and became competitors on the bright side.
Judging from the market reaction, with Hui peers rose by 120,000 fans overnight, and Dongfang Selection plummeted by 20% at the opening, it seems that Dongfang Selection will be more difficult in the future.
There is no doubt that Dong Yuhui is the pillar that supports the Dongfang Selection market, and now that the pillar is gone, the stock price performance of Dongfang Selection will not be better in the short term.
But as we have analyzed before, what Yu Minhong wants has never been an oriental selection that relies on anchors to bring goods, but an "online version of Sam" with its own brand power.
Especially when traffic brings backlash, and even Yu Minhong, who has always cherished feathers, is so cyberbullied that he closes his comments, how to choose between traffic and products is not so difficult for Yu Minhong.
As Yu Minhong said in the shareholder letter, this public opinion environment has led to huge uncertainty in the development of the two companies, and the stock price of Dongfang Selection has fluctuated violently due to external influences, and the company's credibility and reputation have declined sharply. "Not only will it put the company's operation in trouble, but it will also cause harm to the long-term development of individuals and the company." Yu Minhong said bluntly.
Let Dongfang Selection untie from the super anchor, of course, it sounds more in line with the story of long-termism, but the emerging model of live broadcast e-commerce may not be applicable to this set of traditional enterprise development rhetoric. To a certain extent, live e-commerce is more like the business model of the entertainment industry, before you became famous, you were a cow and horse for the company, and after you became a big star, the company revolves around you.
At least from the current point of view, Dongfang Selection has not yet cultivated a second Dong Yuhui, and the brand power of self-operated products is not enough to replace the anchor.
So what about walking with Hui? It depends on how high Dong Yuhui's ceiling is.
One of the upper limits is Dong Yuhui's emotional stability.
In February this year, Dong Yuhui appeared on Weibo hot search because of "three refusals to explain underwear and underwear", and was accused of "discrediting" and "discriminating against women". Subsequently, Dong Yuhui emptied his personal Weibo account and called himself "angry".
In June this year, Dong Yuhui said in an outdoor radio program: "I am very resistant to selling things, and I am honest, I don't enjoy this job to this day." Because of this remark, the share price of Oriental Selection once fell by more than 10%, and it fell by 27.17% in 7 trading days.
Dong Yuhui's strong bookish anger has indeed made him a top-notch anchor, and even complains openly, which is more conducive to shaping the character of Qingliu in the live broadcast industry, in exchange for more mother-in-law's distress and maintenance.
But as the owner of a business, such statements are obviously very irresponsible. From now on, Dong Yuhui's identity is not only the anchor, but also the boss who walks with Hui, if he still complains at any time to pick a child, I am afraid he will also encounter backlash.
The second upper limit is Dong Yuhui's management ability.
According to public information, Dong Yuhui, who was born in 1993, graduated from the School of Tourism of Xi'an University of Foreign Chinese in 2015, and in just one year, he was promoted to the head of New Oriental English teaching and research, managing more than 40 teachers.
From this point of view, daily management may not be a big problem for Dong Yuhui. The real difficulty lies in the fact that if Dong Yuhui wants to make his peers bigger and stronger, he also needs to find a way to cultivate the next self and constantly make up for other shortcomings in management.
Or is it that walking with Hui is just Dong Yuhui's personal playground after all, and it is another live broadcast room selected and shipped by Dongfang.
Is the valuation reasonable?
This dignified separation may not be dignified in terms of transactions.
As of the close of trading at noon on July 26, the share price of Oriental Selection plummeted by 20%, and the stock price has fallen by more than 60% this year.
The plunge is easy to understand, is it really reasonable for a company with a net profit of 140 million to sell 100% of its equity at a price of more than 70 million? Isn't the main reason for the market to recognize Dongfang Selection Dong Yuhui?
So how did this deal go through? It should be noted that in this transaction, Dong Yuhui left the company first.
The advantage of this operation is that in the case of Dong Yuhui's resignation first, the valuation of his peers with Hui is greatly reduced, which is convenient for valuation according to the book value.
The announcement of Oriental Selection explains:
The valuer has also considered certain intangible assets of the target company (i.e. the company that is in the same company as Fai) that are not recorded in the books of accounts (such as the registered trademarks, copyrights and related brand names (i.e. intellectual property rights) of the target company and the contracts related to such intellectual property rights) and consider that they are not of material value.
The conclusion of the so-called "no significant value" is based on Dong Yuhui's early resignation, and his peers with Hui are like empty shells.
What's more noteworthy is that, according to the announcement of Oriental Selection, this valuation report was issued on July 24:
The official effective date of Dong Yuhui's resignation is July 25:
Is that understandable: Dong Yuhui has not left his post on July 24, but the valuation of his peers with Hui has eliminated Dong Yuhui in advance?
Is this valuation really reasonable?
In addition, some analysts pointed out that according to the relevant regulations of the Hong Kong Stock Exchange, the sale of listed companies meets the ratio test of more than 75%, and the so-called ratio test includes asset ratio, consideration ratio, profit ratio and income ratio, and when one or more of them exceeds or equals 75%, it constitutes a very significant sale, and the transaction can only be facilitated after the board of directors makes a resolution and submits it to the general meeting of shareholders for approval.
And the valuation of companies with Hui peers is calculated at 5% of total earnings, which is obviously not enough to trigger any of them. Oriental Selection can facilitate the transaction as long as it is approved at the board level.
There is no need to approve the shareholders' meeting, to put it bluntly, the majority of small and medium-sized shareholders do not have the right to vote on this matter. This is also the reason why after the announcement, investors who hold Dongfang Selection shares are angry, and the division obviously does not take into account the interests of the majority of small and medium-sized shareholders, and there are even voices saying that "this is an infringement on the interests of all small and medium-sized shareholders."
In the final analysis, decency belongs to Yu Minhong and Dong Yuhui, who are selected by Dongfang and the fans who walk with Hui, but not by Dongfang Selection shareholders.