Because of the appearance of toll-based national flag and national emblem pictures in the copyright gallery, Visual China (000681) fell into a whirlpool of public opinion.
On April 11, Visual China posted a response on Weibo, saying: "Visual China website reported by netizens about the national flag, national emblem and other non-compliant pictures, after checking that the pictures were provided by Visual China's contracted contributors, Visual China as a platform party has the responsibility of lax review, for which we apologize!" We have taken offline treatment of non-compliant images and will continue to strengthen audits in accordance with relevant laws and regulations to avoid similar situations. ”
On the same day, Visual China's stock price closed at 28 yuan per share, up 3.02% from the previous trading day.
According to the official website, Visual China is an internationally renowned Internet technology cultural and creative company with "visual content" as the core, and was successfully listed on the A-share market in 2014 (stock code: 000681). Visual China integrates global copyright content resources, based on big data and artificial intelligence technology, provides 100 million-level pictures, videos and music materials through the Internet copyright trading platform, and provides copyright trading and value-added services for producers and users in the content ecosystem.
It is worth noting that the timing of the outbreak of the Visual China controversy is delicate, coinciding with the lifting of the ban on more than 10 billion restricted shares.
The restriction period for the shareholding of the actual controller of Visual China expires
The 5-year lock-up period expires
In 2014, Far East Industrial Co., Ltd. acquired 100% equity of Huaxia Vision (Beijing) Image Technology Co., Ltd. and 100% equity of Beijing Hanhua Yimei Picture Co., Ltd.
Among them, the counterparties of 100% equity of Huaxia Vision (Beijing) Image Technology Co., Ltd. are Liao Daoxun, Wu Yurui, Wu Chunhong, Chai Jijun, Jiang Hailin, Chen Zhihua, Yuan Chuang, Li Xueling, Gao Wei and Liang Shiping (constituting a consistent actor).
The counterparties for the 100% stake in Beijing Hanhua Yimei are Huang Erwen, Xie Zhihui, Qin Xian, Ma Wenjia, Wang Guangping, Zhang Xiangning and Yu Jianjun.
At the same time, Far East Shares issued shares to Liao Daoxun, Wu Yurui, Wu Chunhong, Chai Jijun, Jiang Hailin, Chen Zhihua, Yuan Chuang, Li Xueling, Gao Wei and Liang Shiping at a price of 5.28 yuan per share, and the issue consideration of 100% equity of Huaxia Vision and 100% equity of Hanhua Yimei was 2.488 billion yuan.
After the completion of the transaction, Liao Daoxun and 10 other concerted actors will hold a total of 57.92% of the equity of the listed company, becoming the new actual controller of Far East Shares, China Huaxia Vision (Beijing) Image Technology Co., Ltd. completed the backdoor listing of Far East shares, and Liao Daoxun and 10 other concerted actors promised that the shares of Far East Shares subscribed in this offering could not be transferred within 60 months from the date of listing of the shares (April 10, 2014 to April 10, 2019).
If the date of issuance of the 2018 special audit report, impairment test report and other relevant documents of Far East Co., Ltd. (later renamed Visual China) is later than the expiration date of the restriction period of the above shares, then Liao Daoxun's 10 concerted actors undertake that after the issuance of the 2018 audit report of Far East Co., Ltd. and the completion of the impairment test, depending on whether the share compensation is required, the share compensation part will be deducted, and 10 concerted actors such as Liao Daoxun will continue to perform the commitment obligations of Article 1 during the period. Shares of the Subscribed Far East Shares are not transferred.
It can be seen that the release date of the 2018 annual report disclosed by Visual China is April 26, 2019, when Visual China will officially usher in a huge unban.
The original shareholders of Beijing Hanhua Yimei held 12.42% of the equity of Vision China after the completion of the transaction, and the share lock-up period was 36 months.
In August 2014, Far East Co., Ltd. officially changed its name to Visual China.
At present, Visual China is jointly controlled by Wu Chunhong, Liao Daoxun, Wu Yurui, Chai Jijun, Li Xueling, Liang Shiping, Gao Wei, Yuan Chuang, Jiang Hailin and Chen Zhihua, with a total shareholding ratio of 55.39% of the 10 people, a total of 388 million shares.
The actual controller of Visual China
If calculated according to the closing price of 28 yuan per share on April 11, the market value of Visual China reached 19.6 billion yuan, and the market value of the stocks held by 10 continuous actors such as Liao Daoxun was about 10.864 billion yuan.
However, the above-mentioned shareholder shares of Visual China are not without restrictions after the lifting of the ban.
According to the previously concluded commitments, if the pledgee, during his term of office, in addition to complying with the above-mentioned commitment to restrict the sale of shares, the above-mentioned person also undertakes to transfer no more than 25% of the total number of shares in the company he holds each year; undertakes not to transfer the shares of the company he holds within half a year after leaving office; and undertakes not to sell the number of shares of the company through the listing of the stock exchange within 12 months after the declaration of departure from office, not exceeding 50% of the total number of shares of the company he holds.
It can be seen that among the current holders of this batch of unbanned stocks, only Chai Jijun serves in Visual China, serving as a director, vice president, editor-in-chief and secretary of the board of directors of the company.
2018 is the last year of performance commitments
At the time of the acquisition of Far East Shares, Huaxia Vision and Hanhua Yimei, as the target assets, also promised that the audited net profit attributable to the parent company after deducting non-recurring gains and losses in 2014, 2015, 2016, 2017 and 2018 (consolidated) would not be less than RMB110 million, RMB160 million, RMB220 million, RMB277 million and RMB330 million respectively, and if the number of commitments was insufficient, performance compensation would be required.
From 2014 to 2017, the target company completed its performance commitments, and 2018 was the last year of performance commitments.
According to the third quarter report of 2018, from the beginning of 2018 to the end of the reporting period, the company's consolidated operating income was 700 million yuan, an increase of 20.97% over the same period in 2017, and the net profit attributable to the shareholders of the listed company was 220 million yuan, an increase of 35.31% over the same period in 2017.