The following are the risk warnings issued by LeTV:
1. The risk that the actual controller of the company may change.
Up to now, Mr. Jia Yueting holds 65,438+0,024,266,600 shares of the company, accounting for 25.67% of the total share capital, of which 65,438+0,065,438+0,953,800 shares have been pledged to financial institutions. If the company's share price falls sharply and Mr. Jia Yueting fails to provide additional guarantee in time, financial institutions will have the right to dispose of the pledged shares, which may lead to the change of the actual controller of the company.
2. The receivables of some related parties are at risk of recovery.
Since 20 16, the company has formed a large number of related receivables and prepayments through business operations such as selling goods and providing services to related parties controlled by Mr. Jia Yueting and capital transactions such as prepaid expenses. As of October 30, 20 17 165438/kloc-0, the related debts owed by the above related parties to listed companies amounted to 753 14 10800 yuan (the above financial data have not been audited, and the audited value shall prevail, the same below).
Although the company is actively collecting the arrears of the above related parties, there are still recovery risks. Up to now, the accounts receivable of some related parties of the company have not been recovered, and there have been many problems such as the company's inability to pay a large amount of arrears to upstream suppliers, a large number of debt defaults, litigation and so on. If it is difficult to recover the above receivables in a large area, it will lead to extremely tight cash flow of the company, endanger the company's credit system, cause poor financing channels and adversely affect the company's operation.
The management of the company has realized the seriousness and urgency of the problem, and if there is no new capital to enter, the company will face operational difficulties. Based on the above situation, Tianjin Jiarui Huixin Enterprise Management Co., Ltd. (hereinafter referred to as "Tianjin Jiarui"), a shareholder of the company, injected 65.438+0.79 billion yuan into the listed company by way of loans, which relieved the pressure of capital demand of the company and its subsidiaries to some extent.
3. Mr. Jia Yueting and Ms. Jia failed to fulfill their loan commitments, which led to the risk of tight cash flow of the company.
At the end of 20 14 and on may 25th, 20 15, the company received the Letter of Notice of Reduction Plan from Ms. Jia and Mr. Jia Yueting respectively, and both promised to lend all or part of the funds obtained from the reduction to the company as working capital. The loan will be used for the company's daily operation, and the company can withdraw and use it according to the needs of liquidity within the prescribed time limit. The loan term will not be less than 60 months, free of interest.
In February of 20 14, February of 65438, and February of 20 15, Ms. Jia signed loan contracts with listed companies respectively, promising to borrow no less than16.78 million yuan; In June of 20 15 and June of 201/0, Mr. Jia Yueting signed loan contracts with listed companies respectively, promising to borrow at least 5.7 billion yuan. Up to now, the balance of Mr. Jia Yueting's loan to the company is 0 yuan; The balance of Ms. Jia's loan from the company is 65,438+065,438+0,009, 500 yuan.
This kind of breach of contract directly or indirectly leads to a serious gap in the company's working capital arrangement, tight cash flow, and the company's operating conditions continue to deteriorate, which in turn leads to a series of debt defaults and litigation risks.
4. The risk of further cash flow shortage due to the maturity of the company's existing debts.
The main sources of cash for the company's operation are business income such as company membership, TV sales and advertising, and financing channels such as bank loans and external loans. The change of the company's market environment and the influence of unlisted business have led to the corresponding adjustment of the company's business scale and the decline of business income level. At the same time, the decline in business scale has led to the tightening of bank credit lines, and the company has the risk of further shortage of cash flow due to debt maturity.
As of June, 2065,438+0, 2065,438+07, the company has 9.288 billion yuan of financing loans and loan liabilities, some of which will expire in 2065,438+08. If the business scale of the company cannot return to a higher level and the credit line is restored, the company will face debt repayment pressure due to further shortage of cash flow.
5.20 17 Risk of a sharp decline in the company's performance.
Due to the failure to effectively repay the debts owed by related parties, the company's cash flow is extremely tight, and the company's operation is difficult. It is unable to pay the money to the upstream to form products and sell them, and the company's income level has dropped significantly.
In addition, due to a series of influences on the company's reputation and credit, such as the tight capital of related parties, the impact of liquidity turmoil and the continuous expansion of public opinion, the company's advertising revenue has fallen sharply; At the same time, due to the debt risk of related parties and tight cash flow, the company's supplier cooperation system has been affected, resulting in negative pressure from product supply to accounting period award, and the company's terminal income and membership income have dropped significantly.
Although the income scale of some businesses has dropped significantly, the daily operating costs of the company, such as CDN and bandwidth costs, amortization expenses (copyright amortization) have not decreased correspondingly, and the financing costs have increased significantly.
At the same time, due to the possibility that some related parties' receivables are difficult to recover, the company has the risk of withdrawing large bad debt reserves in 20 17.
The above factors lead to the risk of a sharp decline in the company's operating performance in 20 17.
6. Some of the company's operating results are at risk of significant uncertainty.
As of 20 16, 12, and 3 1, the company's advertising business accounts receivable are 4,784,283,900 yuan, and it is estimated that there are uncertainties in the recovery of some accounts receivable. If this part of accounts receivable is impaired, it will have a certain impact on the performance of the company's advertising business.
In addition, due to the rapid growth of business demand of Xerox Cloud Computing Co., Ltd. (hereinafter referred to as "cloud computing"), the cost has increased significantly. With the rapid change of business scale, the cost of cloud computing cannot be accurately confirmed and adjusted in time, which will bring great pressure to the performance of cloud computing business. The above factors lead to the risk of significant uncertainty in the company's related operating performance.
7. Risks of the company's foreign investment
From 2065438 to March 2006, the board of directors of the company deliberated and passed the proposal on establishing Shenzhen Xerox Xingen M&A Fund Investment Management Enterprise (Limited Partnership) (hereinafter referred to as "Xerox M&A Fund" or "Fund"). The purpose of setting up this fund is to focus on the investment opportunities of related target companies in the upstream and downstream of LeTV's eco-industrial chain, serve the growth of LeTV's ecology, promote the value creation of LeTV's ecology, and lay out the content industries and fields related to LeTV's ecology.
20 16, 15 On April 2, the company's annual general meeting of shareholders deliberated and passed the Proposal on Providing Repurchase Guarantee for the Funds Raised in the First Phase of LeTV M&A Fund, and LeTV M&A Fund initiated the establishment of M&A Fund, with a total scale of 654.38+0 billion yuan and an initial scale of about 4.8 billion yuan, of which the inferior share was about 65.43. The secondary share is about 600 million yuan and the priority share is about 3.2 billion yuan. In order to ensure the smooth fundraising and subsequent business development of LeTV M&A Fund, the Company, LeTV Holdings and Mr. Jia Yueting jointly provide the repurchase joint guarantee for the initial principal and expected income of LeTV M&A Fund, and it is estimated that the guarantee liability is about 5 billion yuan, of which the intermediate and priority income commitment is 65,438+05%.
Up to now, the total investment of the Fund is 4.349 billion yuan, of which the inferior share is 65.438+0.000 billion yuan, the secondary share is 600 million yuan, and the priority share is 2.749 billion yuan. From 2065438 to 2006, the Fund has successively invested in TCL Multimedia Technology Holding Co., Ltd., Coolpad Group Co., Ltd., Xerox Chuangjing Technology (Beijing) Co., Ltd., Shenzhen Chaoduowei Technology Co., Ltd. and Shenzhen Huixinqiao Internet Finance Technology Service Co., Ltd., with a total investment of 3.425 billion yuan. At present, there are problems such as book loss and project shutdown in investment projects, and the fund has the risk of loss.
In addition to Mr. Jia Yueting and LeTV Holdings, LeTV.com is jointly and severally liable. If the overall loss of the fund is serious, the company may face a large loss of profit level and cash flow due to joint liability. As of 2065438+June 30, 2007, the actual guarantee amount of the company was 500,680,000 yuan.
8. Risk of change in the use of raised funds
During the period from August +06, 2065438 to June +0 10, 2065438, when the company used the raised funds to purchase copyright from the copyright owner, some of the film and television works to be purchased were delayed due to regulatory policies, changes in actors, or changes in some contract terms.
The above-mentioned raised funds were not immediately transferred back to the special account of Ping An Bank, and Tibet LeTV has been transferred to LeTV's account one after another to pay employees' salaries, tax settlement and other supplementary liquidity purposes of listed companies. The raised funds involved in the above matters totaled 8,865,438+0,020,000 yuan. Before the end of 2065438+2006, due to the above copyright negotiations, it was determined that it could not be purchased in the short term, and Tibet LeTV transferred all the accumulated 88 1 020,000 yuan back to the special account of Ping An Bank.
After the company disclosed the matter on April 20, 2007+April 20, 2065438, it promptly communicated with the regulatory authorities and actively took remedial measures: the 37th meeting of the third board of directors of the company was held, and the Proposal on Using Idle Raised Funds to Temporarily Replenish Working Capital was reviewed and approved, which supplemented the procedures for raising funds to supplement working capital. The above-mentioned situation of using idle raised funds to temporarily replenish working capital was submitted to the board of directors for deliberation, and the independent directors, the board of supervisors and the sponsor institutions expressed their clear consent.
Although the company transferred the raised funds back in time, took remedial and rectification measures, and educated the company's internal personnel, if the use of raised funds is adjusted again without approval in the future, the company may face the risk of being punished.
9. Risks of equity pledge and external guarantee of subsidiaries.
On 2017165438+12/0/day, the company announced the 50th meeting of the third board of directors. Except for directors' withdrawal, the Board of Directors unanimously reviewed and approved the Proposal on Letv Information Technology (Beijing) Co., Ltd. applying for a loan of RMB 65.438+0.29 billion from Tianjin Jiarui Huixin Enterprise Management Co., Ltd. and the Proposal on Providing Counter Guarantee and Related Guarantee for the Company's Loan. Associated directors Sun Hongbin and Ms. Liu Shuqing abstained from voting, while independent directors expressed their opinions of prior approval and consent.
The above loan and counter-guarantee proposals are proposed by the board of directors and management of the company.
Unable to support daily operating expenses. At present, there are many problems in the company, such as a large number of related party accounts receivable can not be recovered, the major shareholder's commitment to the company's loan can not be put in place, the business outside the system is not smooth, the brand influence and so on, which makes it difficult for the company to apply for new loans and extend the original loans from financial institutions. These problems lead to the company's financial situation can not support daily operating expenses, business operations are unsustainable. The company expects to continue its operation through the conclusion of this loan and counter-guarantee proposal.
The company provides external guarantee or counter-guarantee with the equity of its subsidiary, while its subsidiary Xinle Shi Jia
The equity of the subsidiary provides counter-guarantee for LeTV. If the debt cannot be repaid at maturity, the company will face the risk that the guaranteed party will not be able to repay the debt in full and on time, and the company will pay off the debt or dispose of the secured assets according to law.
At the same time, the company will also strive to raise funds for repayment, loan extension and debt restructuring through the disposal of other assets.
Deal with relevant debts or guarantees, but if it is unable to raise funds or reach repayment delay or debt restructuring by other means, the company will face the risk of changing the actual controller of its subsidiaries.