"Jin Zhengyan" Northern Capital Center Arbor /Author Noon Moon Mu Ling Yingwei / Risk Control
"Operation Mekong", "Operation Red Sea", "Captain China"... The above-mentioned well-known films are from Bona Film Group Co., Ltd. (hereinafter referred to as "Bona Pictures"). Bona Pictures, which has been deeply involved in the film and television industry for many years, has 10 films with a box office of more than 1 billion yuan. Behind the "honor", since the delisting from nasdaq in 2016, its net profit growth rate in 2017-2019 has declined, and the proportion of interest expense in net profit in 2019 has exceeded 49%, and it may face the dilemma of interest expense "devouring" net profit.
Not only that, Bona Pictures shared telephones with shareholders and actual controllers to control a number of enterprises, and its independence was eroded. The number of employees of many suppliers of Bona Pictures is "very few", and the authenticity of the tens of millions of yuan transaction is doubtful. It is worth mentioning that the two versions of the prospectus of Bona Pictures are now "fighting" the vision, not only the expiration date of the capital loan is "not right", but also the rental area of the subsidiary's house is also contradictory, and the quality of its letter is discounted.
First, the growth rate of net profit declines, and interest expenses or "devour" net profits
In recent years, the growth rate of net profit of Bona Pictures has declined.
According to the prospectus signed by Bona Pictures on September 21, 2017 (hereinafter referred to as the "2017 Version of the Prospectus") and the prospectus signed on August 11, 2020 (hereinafter referred to as the "Prospectus"), from 2014 to 2019, the operating income of Bona Pictures was 1.211 billion yuan, 1.431 billion yuan, 1.901 billion yuan, 1.997 billion yuan, 2.784 billion yuan and 3.116 billion yuan, respectively.
In the same period, the net profit of Bona Pictures was 0.26 billion yuan, 0.35 billion yuan, 0.99 billion yuan, 199 million yuan, 264 million yuan and 311 million yuan, respectively.
From 2015 to 2019, the operating income growth rate of Bona Pictures was 18.14%, 32.85%, 5.09%, 39.39%, and 11.92%, and the net profit growth rate was 36.42%, 180.71%, 100.41%, 32.65%, and 18.07%, respectively.
In addition, in 2019, more than half of Bona Pictures' subsidiaries fell into losses.
According to the prospectus, as of August 11, 2020, the date of signing of the prospectus, Bona Pictures mainly has 91 holding subsidiaries, including 16 first-tier subsidiaries.
According to the prospectus, in 2019, Bona Pictures had a total of 5 first-level subsidiaries with losses, 41 second-level subsidiaries with negative net profits, 7 third-level subsidiaries with losses, and 1 fourth-level subsidiary with negative net profits.
It should be pointed out that as of December 31, 2019, Bona Pictures had no financial data during the reporting period of 1 first-level subsidiary and 3 second-level subsidiaries (that is, 2017-2019). In this regard, Bona Pictures said that there was no financial data during the reporting period because some companies had not yet carried out business activities or were incorporated after the reporting period.
According to the study of the Northern Capital Center of "Golden Securities Research", in 2019, 54 subsidiaries of Bona Pictures had negative net profits, and 4 subsidiaries had no financial data. It can be seen that more than 50% of the subsidiaries of Bona Pictures have fallen into losses.
From the perspective of solvency indicators, during the reporting period, the asset-liability ratio of Bona Pictures was higher than the average of comparable companies in the same industry.
According to the prospectus, the comparable listed companies listed by Bona Pictures are China Film Co., Ltd. (hereinafter referred to as "China Film"), Shanghai Film Co., Ltd. (hereinafter referred to as "Shanghai Film"), Huayi Brothers Media Co., Ltd. (hereinafter referred to as "Huayi Brothers"), Beijing Guangguang Media Co., Ltd. (hereinafter referred to as "Guangguang Media") and Wanda Film Co., Ltd. (hereinafter referred to as "Wanda Film").
According to the prospectus, from 2017 to 2019, the asset-liability ratio of China Film was 28.06%, 26.45% and 25.03%, the asset-liability ratio of Shanghai Film was 28.43%, 24.95% and 29.59%, the asset-liability ratio of Huayi Brothers was 47.64%, 48.01% and 54.51%, and the asset-liability ratio of Guangguang Media was 28.86%, 20.32% and 18.3%, respectively. The asset-liability ratio of Wanda Film was 49.4%, 45.44% and 46.62% respectively. In the same period, the average asset-liability ratio of the above-mentioned comparable companies was 36.48%, 33.03% and 34.81%, respectively.
According to the prospectus, from 2017 to 2019, the asset-liability ratio of Bona Pictures was 49.3%, 52.97% and 56.01% respectively.
According to the research of the Northern Capital Center of "Golden Securities Research", from 2017 to 2019, the asset-liability ratio of Bona Pictures was higher than the average of comparable companies in its peers, and in 2019, the asset-liability ratio of Bona Pictures was higher than the average of its peers by more than 20 percentage points.
It should be pointed out that in 2019, Bona Pictures' interest expense accounted for more than 49% of net profit.
According to the prospectus, from 2017 to 2019, Bona Pictures' short-term borrowings were 919 million yuan, 831 million yuan and 913 million yuan, long-term borrowings were 1.082 billion yuan, 2.051 billion yuan and 1.405 billion yuan, and non-current liabilities due within one year were 456 million yuan, 138 million yuan and 1.258 billion yuan, respectively.
According to the prospectus, from 2017 to 2019, the interest expense of Bona Pictures was 0.68 billion yuan, 109 million yuan and 153 million yuan, respectively. In the same period, the net profit of Bona Pictures was 199 million yuan, 264 million yuan and 311 million yuan, respectively.
According to the calculation of the Northern Capital Center of "Golden Securities Research", from 2017 to 2019, the proportion of interest expense of Bona Pictures in net profit was 34.13%, 41.3% and 49.07%, respectively.
It can be seen that during the reporting period, that is, from 2017 to 2019, the net profit growth rate of Bona Pictures has declined year by year, the asset-liability ratio is higher than the average level of its peers, and the proportion of its interest expense to net profit has increased year by year, and its interest expense or "devouring" net profit.
2. Sharing telephones with a number of enterprises controlled by shareholders and actual controllers may have their independence eroded
Maintaining independence and good functioning is essential for a company. However, Bona Pictures appears to be "independent" but is actually "not independent", and it may share telephones with a number of companies controlled by the actual controller.
According to the prospectus, Yu Dong is the actual controller, chairman and general manager of Bona Pictures.
According to the prospectus, the enterprises invested by Yu Dong abroad include Beijing Huixin Junchen Cultural Exchange Co., Ltd. (hereinafter referred to as "Huixin Junchen"), Beijing Shanghai Culture Media Co., Ltd. (hereinafter referred to as "Shanghai Culture"), and Beijing Xinhuixin Cultural Exchange Co., Ltd. (hereinafter referred to as "Xinhuixin Culture"), and Yu Dong holds more than 99% of the shares of the above enterprises and is the actual controller of the above enterprises.
According to the data of the Market Supervision Administration, from 2013 to 2020, the contact telephone numbers of Bona Pictures enterprises are 010-56310700.
According to the Market Supervision Administration, Huixin Junchen was established on August 18, 2016, and its residence is located in Beijing. From 2016 to 2017, the contact telephone number of Huixin Junchen enterprise was 01056310700, and from 2018 to 2020, the enterprise contact telephone number of Huixin Junchen was 56310700.
According to the Market Supervision Administration, Shanghai Culture was established on June 10, 2015, and its residence is located in Beijing. From 2015 to 2017, the contact telephone numbers of Shanghai Cultural Enterprises were 01056310700, and from 2018 to 2020, the contact telephone numbers of Shanghai Cultural Enterprises were all 56310700.
According to the Data Supervision Administration, Xinhuixin Culture was established on July 27, 2016, and its residence is located in Beijing. From 2016 to 2017, the contact telephone number of Xinhuixin Cultural Enterprise was 01056310700, and from 2018 to 2020, the contact telephone number of Xinhuixin Cultural Enterprise was 56310700.
According to public information, the telephone area code of Beijing is 010.
That is to say, the actual controller of Bona Pictures controls the enterprises Huixin Junchen, Shanghai Culture and Xinhuixin Culture from the beginning of its establishment to 2020.
In addition, in 2014-2015 and 2020, Bona Pictures shared telephones with companies in which the actual controller held 100% of the shares.
According to the prospectus, Beijing Bona Film and Television Base Investment Management Co., Ltd. (hereinafter referred to as "Film and Television Base") is an enterprise controlled by Yu Dong, the actual controller of Bona Film. As of August 11, 2020, the date of signing of the prospectus, the film and television base directly held 0.09% of the shares of Bona Pictures.
It should be pointed out that the film and television base was once one of the shareholders of Bona Pictures holding more than 5% of the shares.
According to the prospectus, in September 2016, Bona Pictures increased its capital and transferred its equity, and through this equity change, the film and television base held 15.97% of the shares of Bona Pictures. In December 2016, Bona Pictures once again increased its capital, and through this change, the film and television base held 13.31% of the shares of Bona Pictures.
According to the data of the Market Supervision Administration, in 2014, the contact number of the film and television base was 56310700, and in 2015 and 2020, the contact telephone number of the film and television base was 010-56310700.
Not only that, in 2020, Bona Pictures overlapped with another shareholder's contact number.
According to the prospectus, as of August 11, 2020, the date of signing of the prospectus, Tianjin Shengding Enterprise Management Consulting Co., Ltd. (hereinafter referred to as "Tianjin Shengding") directly held 1.07% of the shares of Bona Pictures, and Xie Zhanshan held 100% of the shares of Tianjin Shengding, and was the actual controller of Tianjin Shengding.
According to the data of the Market Supervision administration, in 2020, the contact telephone number of Tianjin Shengding enterprise is 010-56310700, and the enterprise correspondence address is 8th floor, Block A, Youtang International, Chaoyang District, Beijing.
According to the prospectus, Zhejiang Bona Film and Television Production Co., Ltd. (hereinafter referred to as "Zhejiang Bona") and Shanghai Bona Culture and Media Co., Ltd. (hereinafter referred to as "Shanghai Bona") are both first-level subsidiaries of Bona Pictures.
According to the prospectus, Zhejiang Bona leased to Beijing Zhaotai Group Co., Ltd. (hereinafter referred to as "Zhaotai Group") the real estate of Units 02-06 and 15, 8th Floor, Block A, U-Tang International Building, No. 1, Sanfeng Beili, ChaoyangMenwai, Chaoyang District, Beijing, with a lease area of 784.82 square meters and a lease term from July 1, 2019 to June 30, 2024.
According to the prospectus, Shanghai Bona leased to Zhaotai Group units 01, 07-14, 8th Floor, Block A, U-Tang International Building, No. 1, Chaoyangmenwai, ChaoyangMen, Beijing, with a lease area of 1,216.95 square meters and a lease term from July 1, 2019 to June 30, 2024.
This means that Shanghai Bona and Zhejiang Bona, subsidiaries of Bona Pictures, leased units 1-15 on the 8th floor of Block A, U-Tang International Building, Chaoyang District, Beijing to Zhaotai Group for a lease period from July 1, 2019 to June 30, 2024. The corporate contact address of Tianjin Shengding, a shareholder of Bona Pictures, is 8th floor of Youtang International, Chaoyang District, Beijing, and the houses leased by the above two subsidiaries of Bona Pictures or the correspondence address of tianjin Shengding with its shareholders are located on the 8th floor of Block A, Youtang International, Chaoyang District, Beijing.
It is puzzling that in 2020, the houses leased by Bona Film subsidiaries Shanghai Bona and Zhejiang Bona were overlapped with an "unrelated" enterprise.
According to the data of the Market Supervision administration, Tianjin Dayuncheng Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Dayuncheng") was established on October 25, 2016, with partners Wang Xinxin and Li Peng.
According to the data of the Market Supervision administration, in 2020, the contact telephone number of the enterprises in Dayuncheng is 01056310700, and the mailing address of the enterprises is the 8th floor of Youtang International Block A, Chaoyang District, Beijing.
It can be seen that in 2020, Bona Pictures and its shareholder Tianjin Shengding and the shared telephone 01056310700, and the shared contact telephone number with Tianjin Shengding on the same floor of the Dayuncheng 01056310700, what is the independence of the subsidiary of Bona Pictures? Or should it be "marked with a question mark".
Historically, Bona Pictures had business dealings with the actual controller's relatives controlling the company, which was later deregistered in 2016, and the business transactions between the two were inquired by the CSRC.
According to the 2017 edition of the prospectus, Beijing Water Panorama Cinema Construction Consulting Co., Ltd. (hereinafter referred to as "Water Panorama") is a company controlled by the actual controller Yu Dong's relatives. Bona Pictures signed a project agency contract with Shuiquan, which stipulated that from March 1, 2014 to March 1, 2015, Shuishui Panorama obtained the qualification of construction and decoration agent for all Bona brand chain theaters invested by Bona Pictures in the future, and Bona Pictures agreed that Shuina Panorama would collect no more than 5% of the total amount of the project as a project management fee from the winning bidder.
From 2014 to 2015, Bona Pictures paid 46.9 million yuan and 10.1702 million yuan to the construction party of the project by the water panorama to pay for the decoration and equipment of the new theater, and the maximum amount of the project management fee obtained by the water panorama from the project construction party was 2.35 million yuan and 540,000 yuan respectively. In addition, Water Panorama ceased operations on October 23, 2015 and was deregistered on April 12, 2016.
According to Bona Pictures' "Feedback on initial public offering of shares application documents" (hereinafter referred to as "Feedback"), the CSRC requested additional explanations on the cancellation of the cancellation after The Water Panorama had acted as an agent for the theater renovation project of Bona Pictures, and inquired whether there was any abnormal capital transaction between Shui panorama and Bona Pictures or the existence of payment and payment of expenses by Daibona Pictures.
According to the research of the Northern Capital Center of "Jin Zhengyan", Bona Pictures not only shares telephones with Huixin Junchen, Shanghai Culture and Xinhuixin Culture controlled by the actual controllers, but also shares telephones with its shareholders Film and Television Base, Tianjin Shengding, and even overlaps with the "unrelated" Dayuncheng telephone, and the independence of Bona Pictures is questionable. Previously, Bona Pictures had business dealings with the actual controller's relative company, what was the relationship between China and China? Or should it be "marked with a question mark".
Third, the number of suppliers' social security contributors is "very few", and the authenticity of the transaction is questionable
The problem is not over yet. Bona Pictures' many suppliers have few social security contributors or lack the ability to trade.
According to the prospectus, in 2019, Yongkang Agepai Film and Television Media Co., Ltd. (hereinafter referred to as "Agepai") was the fourth largest supplier of the main investment business of Bona Pictures, and the purchase amount of Bona Pictures was 56.3205 million yuan, accounting for 19.04% of the operating costs of similar businesses in the same period.
According to the data of the Market Supervision Administration, from 2018 to 2019, the number of social security contributors of Agpai employees was 2.
According to public information, the actual controller of Agepai is Wang Yongfeng, who holds 100% of the shares of Agepai, in addition, there is no other holding company under Wang Yongfeng's name.
That is, the social security contribution of Agpai employees or the absence of payment on behalf of the employees.
Not only that, Bona Pictures cinema decoration construction suppliers or "1 person" supported more than five million yuan of procurement.
According to the prospectus, in 2017, Haizhongzhou (Beijing) Technology Co., Ltd. (hereinafter referred to as "Haizhongzhou") was the fifth largest supplier of theater decoration construction in Bona Pictures, with a transaction volume of 5.2972 million yuan, accounting for 2.85% of similar procurement in the same period.
According to the data of the Market Supervision Administration, from 2017 to 2020, the number of employees in Haizhong Prefecture was 1 person.
According to public information, the actual controller of Haizhong Prefecture is Cheng Wenbin, who holds 99.5% of the shares of Haizhong Prefecture, in addition, there is no other holding company under Cheng Wenbin's name.
Then the social security contribution of employees in Haizhong Prefecture may not be paid on behalf of the state.
In addition, the number of employees of another supplier of Bona Pictures is 0 perennial.
According to the prospectus, in 2018, Zhejiang Haifu Culture Media Co., Ltd. (hereinafter referred to as "Haifu Culture") was the fourth largest investment business supplier of Bona Pictures, and Bona Pictures purchased the investment income rights of "Happiness Come Soon" from it, with an amount of 8.0947 million yuan.
According to the data of the Market Supervision Administration, from 2017 to 2020, the number of social security contributors of Haifu Cultural employees was 0.
According to public information, Ai Hui holds 100% of the shares of Haifu Culture and is the actual controller of Haifu Culture. In addition, Ai Hui has no other holding company.
That is, the social security payment of Haifu cultural employees or the absence of payment.
That is to say, the number of employees of many suppliers of Bona Pictures is "very few", of which the transaction amount is more than 5 million yuan or even tens of millions of yuan, and the authenticity of the transaction between Bona Pictures and the above suppliers is doubtful.
Fourth, the two versions of the prospectus funds borrowing maturity date "not match", the subsidiary housing rental area fight letter cloth quality or discount
Looking back at history, the prospectus was first submitted in 2017, and after 3 years, Bona Pictures once again submitted a new version of the prospectus in 2020, however, compared with the 2017 version of the prospectus and the prospectus, the expiration time of the funds of Bona Pictures' related parties was "not right".
According to the 2017 edition of the prospectus, Bona Film Group Ltd. and Bona International Film Group Limited were the ultimate controlling parent company and its subsidiaries in the previous year of Bona Pictures, respectively. In the related party fund lending since 2016, Bona Pictures has invested $20 million, $40 million and $40 million from Bona Film Group Ltd., starting on February 5, 2016, March 3, 2016 and March 11, 2016, with maturities of January 31, 2017.
According to the prospectus, Bona Pictures invested $20 million, $40 million and $40 million from Bona Film Group Ltd., starting on February 5, 2016, March 3, 2016 and March 11, 2016, respectively, and expiring on January 26, 2017.
According to the feedback, the CSRC asked Bona Pictures to explain whether it had charged interest and the basis for determining the interest rate on the issue of fund lending between Bona Pictures and related parties.
That is to say, in the two versions of the prospectus, the due date of Bona Film Group Ltd.'s fund lending is different, and the expiration date in the prospectus is 5 days earlier than the expiration date of the 2017 version of the prospectus.
In the two versions of the prospectus, the leased area of the same house of the subsidiary "fights".
According to the prospectus, Beijing Bona Youtang Cinema Management Co., Ltd. (hereinafter referred to as "Bona Youtang") is a second-level subsidiary of Bona Pictures.
According to the 2017 edition of the prospectus, Zhaotai Group, as the lessor, leased to Bona Youtang the B1 floor shop of the "Youtang Life Plaza" project located on the S1, C1 and R6 floors of The Second Phase B of Yabao Road, Chaowaisheng West Street, Chaoyang District, Beijing, with a lease area of 5,300 square meters and a lease term of 15 lease years from the date of entry.
According to the prospectus, Zhaotai Group, as the lessor, leased to Bona Youtang the B1 floor shop of its "Youtang Life Plaza" project located on the S1, C1 and R6 floors of The Second Phase B of Yabao Road, Chaowaisheng West Street, Chaoyang District, Beijing, with a lease area of 6,100 square meters and a lease term of 15 lease years from the date of entry.
It can be seen that in the 2017 version of the prospectus and prospectus, Bona Youtang leased a housing building to Zhaotai Group, and the same leased location, the leased area changed from "5,300 square meters" to "6,100 square meters", which is puzzling.
The above situation may indicate that in the two versions of the prospectus, the due time of the loan of the funds of the related parties of Bona Pictures and the rental area of the same house of the subsidiary are now "fighting", and the quality of its letter is discounted.
At the time of listing, there are frequent problems, and whether Bona Pictures can get a share of the capital market remains to be tested.