Stock code: 000835 Stock abbreviation: Great Wall Animation Announcement number: 2015-002
Sichuan Great Wall International Animation Game Co., Ltd
Announcement on receipt of a letter of inquiry from a regulatory authority
The Company and all members of the Board of Directors warrant that the content of the information disclosure is true, accurate, complete and not false
Statements, misleading statements or material omissions.
The Company received a letter from the Sichuan Regulatory Bureau of the China Securities Regulatory Commission on January 5, 2015
The Regulatory Inquiry Letter (Sichuan Securities Regulatory Commission Listing [2015] No. 1) has recently questioned the existence of the company's restructuring
Some of the problems such as unreasonable valuation of the underlying assets require the provision of the valuation agency Kunyuan Asset Appraisal Co., Ltd
For the explanation of the matter, the content of Kunyuan Asset Appraisal Co., Ltd.'s reply is detailed in the annex.
This is hereby announced.
board of directors
January 7, 2015
annex:
About the Sichuan Regulatory Bureau of the China Securities Regulatory Commission
Sichuan Securities Regulatory Commission Listing [2015] No. 1 Regulatory Inquiry Letter
Responses to questions
Sichuan Regulatory Bureau of China Securities Regulatory Commission:
The Regulatory Inquiry Letter [2015] No. 1 issued by your bureau is enshrined
know. According to the requirements of the inquiry letter, as a major asset of Sichuan Great Wall International Animation Game Co., Ltd
The restructured registered asset appraiser, after careful review, the Company will now ask the question verification in the inquiry letter
The report is as follows:
First, the appropriateness of the selection of assessment methods
The evaluation report said that Hongmeng Cartoon "has been in poor operating condition of the assessed units in recent years, and its main business has continued to lose money."
It is difficult to predict its future profitability more accurately, so it is not appropriate to use the income method in this assessment." And the Celestial Sutra
The profitability of trade history is poor, Oriental Guolong and Xuancheng Technology have lost money in the past three years, and mermaid animation has not yet been released
Sales are realized, but the revenue method is used to evaluate. Please combine the historical operation of the target company and the future earnings
The forecast and the adequacy of the evaluation information obtained indicate that the income method is not used for the Hongmeng cartoon
Appropriateness, the use of the income method for Tianrui Economic and Trade, Oriental Guolong, Xuancheng Technology, mermaid animation is just right
The identity.
reply:
1. Hongmeng Cartoon does not use the income method to evaluate the appropriateness
The main reason why Hongmeng Cartoon does not use the revenue method to evaluate is that it is difficult to accurately predict its future profitability, specifically
The situation is as follows:
The profit model of Hongmeng Cartoon is: (1) Through the promotion of high-quality animation film and television programs, it has its own knowledge property
The right to the animation image and animation brand has market competitiveness, and then through the animation image and the shape of the animation brand authorization
(2) a certain amount of broadcast revenue profit when the animation film and television is played; (3) the production includes anime books
The anime derivatives are sold profitably.
Due to the historical mistakes in investing in animation derivative products, in recent years, the capital pressure of Hongmeng Cartoon has been greater
Considering restructuring with other high-quality enterprises, Hongmeng Cartoon has carried out business in recent years according to the needs of restructuring
The contraction has reduced the promotion of animation film and television programs, the authorization of animation images and animation brands, and the production of animation derivatives
Market development, so Hongmeng Cartoon has not operated well in recent years, and its main business has continued to lose money.
Based on the above situation, the management of Hongmeng Cartoon cannot make a profit forecast based on the current situation, but the management is in
Based on the completion of the restructuring, a business plan for the re-integration of operations was proposed. Evaluators believe that it is based on macros
The operating conditions of Montica in recent years and the current situation that the management cannot make profit forecasts based on the current situation should not be based on macro
Dream Cartoon uses the revenue method for evaluation.
2. The appropriate assessment of the income method adopted for Tianrui Economic and Trade, Oriental Guolong, Xuancheng Technology, and Mermaid Animation
sex
Tianrui Economic and Trade, Oriental Guolong, Xuancheng Technology, Mermaid Animation and other four companies have operated in the past three years
The lack of good is due to the fact that the above four companies are in the process of changing from a period of growth accumulation to a period of rapid development. according to
The general law of enterprise development, enterprises in the growth accumulation period, the cost of its expenditure has not yet been fully or partially
Converted into revenue, and therefore usually manifested as poorer profitability, in periods of rapid development, due to previous accumulation, public
The Division's revenue indicators will be significantly improved. And the management of the four companies mentioned above has a clear future
Business development plan, can make a reasonable forecast of future profitability. Although the historical performance of these four companies is poor, however
After the operation of the historical period, each company has been in terms of users, word of mouth, customer relations, production and distribution experience, etc
With a good accumulation, therefore, the forecast period generally turned a loss into a profit, and profitability increased greatly. Hence the comment
The appraisers believe it would be appropriate to evaluate the four companies using the revenue method.
Second, the analysis, judgment and adjustment of the profit forecast when using the income method to evaluate
(1) Please explain the relationship between Oriental Guolong, Mermaid Animation, Xuancheng Technology, Xinyu Brothers, and Tianrui Economic and Trade
When the equity value is evaluated using the income method, whether it is in accordance with the requirements of the Asset Valuation Standard - Enterprise Value,
Analyze, judge and adjust the future revenue forecast of the enterprise provided by the client or related party, and explain
Related situations.
In particular, please specify the business plans of the target company (e.g. future releases of animated films and animated films).
Plans, game release plans for future years, number of game developments in future years, and plans to launch in future years
The number of games of each type of camp, etc.) achievability, whether it is related to the production capacity of the target company, technical capabilities, investment
Analysis, judgment and adjustment of capital scale matching, etc.
When the appraiser uses the income method to evaluate, he has already followed the Asset Valuation Criteria - Enterprise Value
It is required that the revenue forecast data provided by each target company be analyzed, judged and adjusted. Each target company
The profit forecast provided is more optimistic, and the evaluator is based on the actual situation of the industry and the company, and according to the precautionary nature
Then, the forecast data has been adjusted to reasonably ensure that the future forecast data is scientifically reasonable.
Taking Tianrui Economic and Trade Company as an example, the earliest profit forecast data provided by the company's management was released in 2014
The division's revenue will reach 35 million, and from 2015 to 2017, revenue will maintain an annual growth rate of 20%; gross profit
The rate will reach around 45%. Adjusted revenue was essentially unchanged in 2014, but the revenue growth rate in 2017 was only
10%, and gross margin decline for the forecast period was between 26% and 36%.
According to the principle of accrual basis, the amount of revenue recognized by Tianrui Economic and Trade Company from January to September 2014 is
More than 24 million yuan. Combining the realized revenue situation with the seasonal impact of the toy sales industry, the evaluators recognized
Forecasts for the company's operating income for 2014 are reasonable. Forecast of operating income for 2015 and subsequent years
Measurement, combined with the company's development status and market prospects, the use of trend analysis method for forecasting. Company 2011
Revenue growth rate of 32.51%, due to the company's 2012, 2013 adjustment of the product structure, the discontinuation of the sales department
Products with lower gross margins, so operating income declined. In 2014, with the development of the company's new sales channels,
The development of new products, the adverse effects of this factor have been completely eliminated, is expected in 2014, 2015
The company will gradually return to the level of revenue growth in the previous year; in 2016, as the scale of operations expanded, it closed
The growth rate will decline slightly.
Through the "Flush Financial Database" query, the average gross profit margin of the toy industry is 30.07%; another
In terms, Tianrui Economic and Trade Company plans to increase investment in the following products: First, electronic toys (such as: remote control aircraft,
High gross profit products with gravity steering wheel remote control car, etc.; second, the investment of enterprise-specific products (OEM);
Third, strengthen the procurement of animation brand products. The gross profit margin of the above three types of products is higher and higher than the industry average.
Therefore, from 2014 to 2017, the evaluator predicts that the gross profit margin of Tianrui Economic and Trade Company will gradually increase and be slightly higher than the line
Industry average; with the influx of new competitors in the market, the company's gross margin will decline slightly over the perpetual period
Decline and stabilize. Combined with the industry situation and the actual situation of Tianrui Economic and Trade, the assessors are preliminary to the enterprise
Forecasts have been adjusted to adjust gross margin levels between 26% and 36%.
Since the units evaluated are mainly the game industry and the animation film and television industry, the general characteristic of the industry is production
Capacity has small requirements for fixed assets, patented technologies, etc., and mainly meets the needs of production by increasing relevant employees
Can expand. Since it includes Tianrui Economic and Trade, Oriental Guolong Company, Mermaid Company, Xuancheng Technology Company and New
The company's history accumulation, including the Entertainment Brothers Company, is relatively deep, and has more resource reserves, so the future harvest
The realization of entry is more guaranteed.
Among them, Xuancheng Technology Co., Ltd. has achieved success through two game series of "Little Kingdoms" and "Three Kingdoms Story"
Developed and operated with a wealth of experience, the Little Kingdoms series of games as of September 2014
Revenue totaled $6.4692 million, totaling revenue from the Three Kingdoms Story series as of September 2014
3.5325 million yuan. On this basis, the company developed two games, "Three Kingdoms of God" and "Sweeping a Thousand Armies",
At present, "Three Kingdoms of God" has completed the closed beta and is expected to be officially launched in mid-to-late January 2015
At present, the production of the DEMO has been completed, and it is expected to complete the production of the official version and go online in April 2015
try.
Oriental Guolong Company has completed the "Jamie Bear" series of animation series has successfully produced 4 series, each
Series of 52 episodes totaling 208 episodes for a total of 3,120 minutes. The first three series have landed on CCTV and Lake
Nanjinying, Beijing Kaku, Shanghai Xuandong, Jiangsu Youman, Zhejiang Children's, Hangzhou TV, Wuhan TV
and nearly 300 more than 300 TV stations. Series 4 "Jamie Bear's Devil Bottle Adventure" has been linked to several including CCTV
The TV station reached an intention to buy. Series 5 Jamie's Bear Myth Scroll is currently in intensive production and is expected
In 2015, it was successfully produced and broadcast. Given that the company's "Jamie Bear" cartoon has a good one
Good broadcast records, anime images are deeply rooted in the hearts of the people, with a large audience base, therefore, the company plans to use
This is an opportunity to launch the big movie of the "Jamie Bear" series in due course, which has now entered the planning stage. this
In addition, the company's "Fruit Three Kingdoms" series of cartoons and "LoriBel and the Little Flower Demon" series of cartoons have now been
Complete the modeling work of the anime characters, and the specific episode production will also be carried out in due course.
Since the establishment of mermaid company, after nearly 2 years of dedicated production, the animation in production has progressed smoothly.
As of the assessment base date, the pictures of the extraordinary mermaid and the mermaid lantern have all been produced, and only a small number remains
Post-mortem work such as dubbing has yet to be completed. The screens of Sirius and Sirius are 45 episodes and 50 complete, respectively
assemble. Barbie Pearl Princess, Extraordinary Mermaid 2, and Mermaid Lantern 2 have completed 7, 11 and 8 episodes respectively
The production of the picture. The cartoons are expected to air in 2015 and 2016 for revenue. After that, beauty
Mermaid will continue to launch the mermaid series by taking advantage of the good reputation accumulated by the broadcast cartoons and the audience base
Column and Sirius animated series.
Since its inception, New Entertainment Brothers Company has successively launched "Southern Emperor Beicai", "Southern Emperor Beicai 2" and "Wulin"
3", "Daming Floating Life" and many other major game products, and the company is the first to push web games to the sea
Outside the game manufacturers, its products have successfully entered Singapore, Malaysia, Vietnam, Japan, South Korea. near
The company's main self-research page game "Here Comes Wukong" has generated a total of 986.00 revenue as of the evaluation benchmark date since its launch
"Southern Emperor Beicai 2" has generated a total of 36.6437 million yuan in revenue as of the assessment benchmark date since its launch, "Wu
Since its launch, Lin 3 has generated a total of 57.68 million yuan in revenue as of the assessment benchmark date. In recent years, the company is mainly independent
Since its launch, the page game "Lingjiang" has generated a total of 11.91 million yuan in revenue as of the evaluation benchmark date. Main joint
Since its launch, the yun page game "Immortal Road" has generated a total of 19.73 million yuan in revenue as of the assessment base date, and so on.
Since then, based on the above successful R&D and operation experience, relying on a stable R&D and operation team, Xinyu Brothers
In addition to continuing to operate the above major games in the next few years, the company will also increase its efforts to launch new web pages of various types
Games and mobile games, the company's future profitability is guaranteed.
Tianrui Economic and Trade Company has more than 700 sales outlets in the country, and the company will further expand in the next three years
Sales outlets are expected to reach more than 1,500. In the future, with the improvement of the company's capital situation, the company plans to increase
Add the following product inputs: First, electronic toys (such as: remote control aircraft, remote control car with gravity steering wheel, etc.)
High gross profit products; second, the investment of enterprise-specific products (OEM); third, strengthen the collection of animation brand products
purchase. Therefore, the realization of future profitability should be guaranteed.
(2) Please explain the oriental dragon, mermaid animation, Xuancheng Technology, New Entertainment Brothers, Tianrui Economic and Trade
Whether there is a significant difference between the trend of revenue forecasting and the company's historical performance and actual operating conditions. If there is a weight
For large differences, please further indicate whether this is in accordance with the requirements of the Asset Valuation Standards - Corporate Values
The assessment report discloses whether the reasons for the discrepancy and their reasonableness are analysed and the phases are explained
About the situation.
The forecast of each company's future earnings is mainly based on the company's historical performance, actual operating conditions and industry conditions
reasonable judgments made by the like.
Although the historical operating performance of these five companies is poor, as mentioned earlier, each company has gone through a historical period
Camp, in terms of users, word of mouth, customer relations, production and distribution experience have a deep accumulation, therefore,
During the forecast period, it is generally turned into a profit, and profitability has increased significantly.
In summary, the appraiser believes that the forecast data of this appraisal for each company is in line with the company's development trend
target.
During the evaluation process, the evaluator made a full attention and reasonableness analysis of this, and said in the evaluation
Mingzhong appropriately covered the historical operating conditions, financial status, and competitive advantages of the assessed units
dew.
(3) Notice of the State Council on Clearing up and Regulating Preferential Policies such as Taxation (Guo Fa [2014] No. 62).
It is determined that "without the approval of the State Council, all localities and departments shall not stipulate preferential financial policies for enterprises..."
The mermaid animation evaluation sets a special hypothesis "according to the Zhuji Municipal People's Government on Supporting the Great Wall of Zhuji
Some Opinions on the Development of the International Film and Television Online Game Animation Creative Park" ... This forecast assumes a foreseeable future year
Within the time, the policy will continue to be effective, that is, mermaid animation companies will continue to receive the above government subsidies."
Please indicate whether the assessment assumptions match the legal environment in which the enterprise is located, and whether the assessment assumptions are reasonable, and say
For good reason.
Subsidies for animation enterprises by governments at all levels are a common phenomenon in the entire animation industry.
In recent years, the status of cultural industries in the national economy has been continuously improved, and in 2009 it was elevated to a national strategy
Accordingly, the sex industry has launched a series of relevant policies to promote the development of cultural industries. In the article entitled "Unswerving Along
Advancing on the Road of Socialism with Chinese Characteristics and Striving to Build a Moderately Prosperous Society in An All-Round Way" is the Eighteenth Of the Communist Party of China
Report of the National Congress, Cultural Industry Doubling Plan of the Ministry of Culture in the Twelfth Five-Year Plan Period (Cultural Industry development (2012)
No. 7), Outline of the National Cultural Reform and Development Plan for the Twelfth Five-Year Plan Period (Zhongbanfa (2011) No. 40), 2014
In April 2014, the General Office of the State Council issued the Provisions on Further Supporting the Development of Cultural Enterprises and many other important documents
The development of the cultural industry has high hopes. To this end, various departments of the state have issued relevant industrial support policies, such as "ten."
The National Animation Industry Development Plan for the Second Five-Year Plan period (Animation Office (2012) No. 1) and the National Taxation of the Ministry of Finance
Notice of the General Administration of the People's Republic of China on the VAT and Business Tax Policies of the Animation Industry (Cai Shui (2013) No. 98), Animation Enterprises
Interim regulations on the exemption of import taxes on the development and production of animation products, and a number of economic policies on supporting the development of films
Notice of Policy (Cai Jiao ([2014] No. 56), Film Bureau of the State Administration of Press, Publication, Radio, Film and Television "Promoting National Animation."
Documents such as the "9 Measures for film development" clarify the relevant preferential policies for the development of the animation industry. Vigorously in the country
Under the background of developing and supporting cultural industries, government departments at all levels have launched corresponding one after another according to the situation in various places
Government subsidy policy, Hangzhou, Suzhou, Wuxi, Changzhou, Shanghai, Nanjing, Dalian, Chengdu, Fuzhou,
Beijing, Jiangyin, Zhuji and other cities have issued policies to provide all-round subsidies and subsidies for animation enterprises
The policy involves rent reduction, broadcast incentives, project awards, award incentives and other aspects.
According to the "Shenzhen Huaqiang Culture and Technology Group Co., Ltd. GEM initial public offering of shares prospectus
The company received cultural bases from the governments of Qingdao, Zhuzhou, Shenyang, Zhengzhou, Xiamen, Tianjin and other places
The total amount of local special support funds and project operation subsidies is 2.88 billion yuan, of which 2011, 2012,
In fiscal 2013 and january-June 2014, government subsidies were 730 million yuan, 990 million yuan and 7.2 yuan, respectively
100 million yuan, 440 million yuan. It can be seen that government subsidies for animation companies are not a temporary government of Zhuji City
Policy, but an important long-term support policy on a national scale. Therefore, the appraiser thinks this time
It is reasonable to assess the assumption that government subsidy policies are consistently effective.
(4) According to the disclosure of Great Wall Animation, the main office space of Mermaid Animation is leased income and leased area
3,840 square meters, the rent is 2.5 yuan / day / square meter, the annual housing rent is estimated to be about 3.456 million yuan, and the united states
The administrative expenses predicted by Mermaid Anime are much smaller than rental expenses. Please indicate whether it is reasonable and specify this
Analyze and judge the situation.
According to the information disclosed by Great Wall Animation, the main office space of Mermaid Animation is leased and covered
Lu's leased area is 3,840 square meters, which is its parent company, Hangzhou Great Wall Animation Game Co., Ltd., and the lessor
The overall leased area of the lease contract signed by Hangzhou Zhaofeng Tianrui Investment Management Co., Ltd. After verification, the above
Of the leased area, the leased area used by the Mermaid Company shall be 760.8 square meters, and the rest of the leased area shall be determined by
Hangzhou Great Wall Animation Game Co., Ltd. subleases other companies for use. The forecast is based on which the management expenses are calculated
Rental expenses, and rental price increases of a certain magnitude are taken into account each year during the forecast period. Therefore, the appraiser admits
It is reasonable to be cautious for forecasting.
Third, the use of asset basis method assessment
According to the hongmeng cartoon appraisal instructions, the appraisal value of the animation intangible asset portfolio is 51.5503 million yuan, mainly
The remaining economic durability of intangible assets does not exceed 3 years. And according to the historical operation of Hongmeng Cartoon, its 2012
From September 2014, the operating income was only 34.0091 million yuan, and the net profit after deducting non-operating gains and losses was
-51.1201 million yuan. In the light of the above, please indicate whether the Asset Valuation Standards - Intangible Assets have been complied with
The requirement is to reasonably determine the depreciation of intangible assets and to explain the reasons.
The appraiser has given full consideration to whether the intangible asset has depreciated in determining the remaining economic durability
factor. Normal animation products, through continuous promotion and maintenance, the image of animation is deeply implanted in the intention of potential users
In the middle of the knowledge. Such as Disney's cartoon image, which has a history of more than a hundred years, its licensed products are still popular all over the world
Children's favorite, with a wide market base.
The evaluators analyzed the historical licensing revenue of Hongmeng Cartoon Company:
From 2008 to 2013, the company authorized a total of more than 75 million yuan, including toys,
Food, shoes and clothing, cosmetics, stationery and other major types, the number of authorized companies reached 116.
Judging from the amount of authorization in contract statistics, due to the poor operating conditions of the company in recent years, the animation products
The promotion efforts are insufficient, and due to the planned restructuring, market development, authorized business development, and animation products
The promotion and other aspects of the work is in a state of suspension, and the authorization amount of the market company shows a significant downward trend
force.
According to the company's current situation and the integration plan of the listed company, the company is actively working with local TV stations
Signed a broadcast plan to re-promote the company's own animation products. If the promotion and integration operation is successful, it will be extended
The economic lifespan of intangible assets. At the time of the assessment, the appraiser believes that the above-mentioned integrated promotion is also a model of investment value
It is already reasonable to carefully determine that the remaining durability of intangible assets is less than 3 years
The depreciation of intangible assets is taken into account.
Kun Yuan Asset Appraisal Company Limited
January 6, 2014