影高文化，递交招股书，拟美国纳斯达克IPO上市

2023年2月21日，来自广东广州的高端电影院运营商广州中喜文化有限公司的实质控股股东影高文化控股有限公司 Cine Top Culture Holdings Limited（以下简称“影高文化”）在美国证监会(SEC)提交更新的招股书，拟于美国纳斯达克IPO上市。 其早于2022年1月24日在SEC秘密递表。

影高文化，拟以每股4美元发行460万股普通股，募资或达1840万美元。

广州中喜文化有限公司，曾在新三板挂牌上市，股票代码833698.OC，于2015年10月15日在新三板挂牌上市，后于2018年5月7日从新三板摘牌。

影高文化招股书链接：

https://www.sec.gov/Archives/edgar/data/1895159/000149315223005618/formf-1a.htm

主要业务

影高文化，作为华南地区高端影院的运营商，主要开发、运营电影院，并主要通过在电影院放映的电影的门票销售、食品和饮料的特许销售以及在相关电影商品中获得收入。

截至招股说明书之日，影高文化通过广州星梦电影城有限公司以IDC国际影院品牌运营4家影院，分别是IDC番禺、IDC白云、IDC中山、IDC三亚，共有31块银幕和4,247个座位。公司加入了广州金逸珠江院线、华夏电影发行两家院线获得电影放映权，其中IDC三亚加盟华夏电影发行，其他3家均加盟广州金逸珠江院线。公司还有3家正在建设中的电影院，分别是IDC珠海、IDC增城、IDC南宁，预计将新增26块银幕和2850个新座位。

影高文化的每家电影院，已通过由适用的电影院及其各自的电影院线订立的电影院线特许经营协议加入一个特定的电影院线。公司根据院线特许经营协议中约定的相应百分比将院线净票房收入分配给院线，扣除税款和附加费用后，总计15%的税款、5%的国家电影专项基金供款(即由中国电影事业专项发展基金管理委员会办公室规定并从电影总票房收入中收取)。

影高文化的收入主要来自广州星梦的电影票房净收入。公司还从 (i) 公司电影院的食品和饮料以及电影商品的特许销售中获得收入；(ii) 其他辅助服务，例如广告服务和赞助安排；(iii) 将电影院场地内的区域或空间转租给第三方商业运营商的租金收入。

股东架构

招股书显示，影高文化在上市前的股东架构中，主要股东包括：

潘义洪 Yihong Pan，通过Kin Lung Holdings Limited，持股 58.0%；

何健民 Jianmin He，通过Light Rain Investment Limited，持股 24.0%；

潘义明 Yiming Pan，通过Fu Ching Holdings Limited，持股 12.0%；

彭伟国 Weiguo Peng，通过Hei Yun Holding Limited，持股 6.0%。

公司架构

招股书显示，影高文化的公司架构如下：

管理层

招股书显示，影高文化的管理层如下：

Mr. Yihong Pan is our founder and was appointed as a director of the Board in February 2018. He was appointed as the Chief Executive Officer of the Company on July 5, 2022 and Chairman of the Board on August 2, 2022. Mr. Pan has served as the executive director and manager of Guangzhou Chunghei Culture Co., Ltd. since 2012. Mr. Pan serviced as executive director of Guangzhou Yanxi Western Food Co., Ltd. from 2015 to March 2021. He served as the executive director and manager of Shenzhen Qianhai Pengxing Internet Financial Service Co., Ltd. from 2014 to 2016. Mr. Pan received his diploma in business administration from Society of Business Practitioners in Cheshire English in 2014.

Ms. Binbin Yang was appointed as the Chief Financial Officer of the Company on August 1, 2022. Ms. Yang has served as the director of accounting department of Guangzhou Chunghei Culture Co., Ltd. since December 2014. From January 2009 to July 2014, Ms. Yang was the regional accounting manager of Guangzhou Yicai Enterprise Management Consultant Limited Company. From August 2004 to January 2009, Ms. Yang was the accounting in charge of Guangdong Heguang Co., Ltd. Ms. Yang graduated from China University of Geosciences in accounting major in July 1996. Mr. Yang received her Certificate of Accounting Professional (Junior Level) issued by Nanchang City Bureau of Finance on August 31, 2002 and Accounting Professional Qualification (Middle Level) issued by Ministry of Human Resources and Social Security of China and Ministry of Finance of China on September 9, 2018.

Mr. Weigo Peng was appointed as the director of marketing and a director of the Board on August 1, 2022. Mr. Peng has served as managing director of Guangzhou Suiyue Culture Planning Co., Ltd. and secretary general of Guangzhou Suiyue Celebrity Soccer Club since November 2013. Mr. Peng was a coach for Guangzhou Evergrande Football Club from March 2010 to May 2013. Mr. Peng was a member of China National Soccer Team from 1992 to 1999 and received China’s Best Soccer Player of Year in 1994. Mr. Peng was a professional soccer player in China from 1992-2001. Mr. Peng studied at Guangzhou Pui Ching Middle School from September 1982 to July 1988 and studied at Jinan University from 1989 to 1992.

Mr. Chengxiang Yao was appointed as our independent director on August 2, 2022. Mr. Yao has served as the managing director of Shanghai Yonghua Investment Management Co., Ltd from March 2016. Mr. Yao served as investment director for various funds between 2013 and 2016. Mr. Yao was the founder and director of investment of Shanghai Jingyong Capital Investment Management Co., Ltd. from 2014 to 2016. Mr. Yao served as a senior manager of investment banking department of Shenyin & Wanguo Securities Co., Ltd. from 2010 to 2013. Mr. Yao worked as an auditor and a senior auditor at the audit department of PricewaterhouseCoopers Zhong Tian CPAs Limited from July 2008 to November 2010 in Shanghai, China. Mr. Yao received his bachelor’s degree in Statistics major from Fudan University in Shanghai in 2006.

Mr. Y. Tristan Kuo was appointed as our independent director on September 3, 2022. Since December 2020, Mr. Kuo has served as a board member, chairman of the audit committee, and a member of compensation committee and corporate governance and nominating committee of Jowell Global Ltd. (Nasdaq:JWEL). Since August 29, 2022, Mr. Kuo has served as a consultant and was the chief financial officer of Aerkomm Inc. (EuroNext-Paris: AKOM, OTCQX: AKOM) from April 10, 2017 to August 28, 2022. From November 1, 2019 to December 16, 2021, Mr. Kuo served as a board member, chairman of the audit committee and a member of compensation committee and corporate governance and nominating committee of Oriental Culture Holding LTD. (Nasdaq: OCG). From April 2016 to February 2020, Mr. Kuo served as vice president of investor relations and board secretary of Nutrastar International, Inc. From August 2015 to April 2017, Mr. Kuo served as chief financial officer of Success Holding Group International, Inc. From December 2014 to August 2015, Mr. Kuo served as engagement partner of Tatum. From August 2014 to May 2015, Mr. Kuo served as a member of board of directors and chairman of the audit committee of JX Luxventure Limited (NASDAQ: LLL, formerly known as KBS Fashion Group Limited). From June 2012 to November 2013, Mr. Kuo served as chief financial officer of Crown Bioscience, Inc. Mr. Kuo was the chief financial officer of China Biologic Products Inc. from June 2008 to May 2012 and was the vice president-finance of China Biologic Products Inc. from September 2007 to May 2008. Mr. Kuo received Master of Arts in Accounting from The Ohio State University in February 1982 and his Bachelor of Arts in Economics from Soochow University in Taiwan in May 1977.  The Board believes Mr. Kuo’s expertise and knowledge of accounting and management will benefit the Company’s operations and make him a valuable member of the board of directors and its committees.

Mr. Michael Leung was appointed as our independent director on August 2, 2022. Since April 2022, Mr. Leung has served as Chief Executive Officer of Metavize Technology Solutions Limited and president of iSHANG Technology Limited. Since March 1, 2021, Mr. Leung has served as a Board member, Chairman of the investment committee and Chief Executive Officer of the MHI International Holdings Ltd. Since April 2019, Mr. Leung has served as Legacy Family Planner of the Legacy Academy Ltd. From June 2013 to February 2019, Mr. Leung co-founded the Channel Force (HK) Ltd. and served as its Executive Director and Chief Executive Officer. Mr. Leung was the Chief Executive Officer of Ucan.com Group Ltd. from December 2011 to April 2013. Mr. Leung completed Executive Development Program at Stanford Graduate School of Business in 1997. Since 2012, Mr. Leung has been a life-member of the Stanford Graduate School of Business Alumni Association. Mr. Leung received his MBA degree from Oklahoma City University in May 1991 and is commended the “Distinguished Alumnus Award” in 1996 as well as the “Honorary Ambassador of Business School” in 2019. Mr. Leung obtained his Bachelor of Arts in Business Administration from Ottawa University in May 1989.

公司业绩

招股书显示，在过去的2020年、2021年和2022年前六个月，影高文化的收入分别为 143.63万、319.60万和116.67万美元，相应的净亏损分别为 241.51万、237.83万和161.83万美元。

中介机构

影高文化是次IPO的的中介团队主要有：Pacific Century Securities, LLC为其承销商； 

Wei, Wei & Co., LLP

为其审计师；锦天城、史蒂文森黄、

FisherBroyles, LLP

分别为其公司中国律师、公司香港律师、公司美国律师；竞天公诚、翰博文分别为其承销商中国律师、承销商美国律师。

版权声明：所有瑞恩资本Ryanben Capital的原创文章，转载须联系授权，并在文首/文末注明来源、作者、微信ID，否则瑞恩将向其追究法律责任。部分文章推送时未能与原作者或公众号平台取得联系。若涉及版权问题，敬请原作者联系我们。

更多香港IPO上市资讯：www.ryanbencapital.com

相关阅读