Tag Archives: Youku

Tudou IPO Set to Stumble Out of the Gate 土豆上市首日难有精彩表现

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Note: To readers of my postings in English, I’d like to apologize for the original version of this article, which said the IPO would value Tudou at $3.2 billion. That figure was taken from a Financial Times article which, it turns out, vastly overstated Tudou’s market cap, which should have been $822 million. I’ve recast the posting slightly in light of that error and taken out the Financial Times link, but I do stand by my previous assessment that the IPO will be a dud on its debut.

I’m getting a bit weary of writing about video sharing site Tudou (Nasdaq: TUDO), which might consider changing its company description to “master of media manipulation” to reflect the way it has cleverly leaked a steady stream of rumors into the market to try and create buzz about its upcoming IPO. After a tumultuous week that saw rumors of at least 3 potential buyers for Tudou in the Chinese media (previous post), the company has finally gone ahead and priced its IPO in the middle of its indicated range, scuttling any potential for a last-minute buy-out of the company. Media are reporting that Tudou’s IPO pricing gives it a market cap of $822 million, about a third of that for rival Youku (NYSE: YOKU), whose shares doubled after its IPO late last year but have given back most of those gains since then. (English article; Chinese article) Youku’s shares actually fell 8 percent in Tuesday trade on Wall Street, reflecting investor disappointment that it wasn’t able to engineer a last-minute acquisition of Tudou that Tudou chairman Gary Wang was never really serious about to start with. I’m expecting Tudou’s shares to fall on their Wednesday trading debut, as the market I doubt there is much demand for this money-losing company that is a clear number-two in its sector to Youku, although its underwriters who should be commended for generating interest in the offering despite dismal market conditions. Once its price stabilizes, I’d look for Tudou, which lost $12 million in the second quarter, to quietly fade from the headlines and get back to the business of trying to turn profitable.

Bottom line: Tudou’s stock will falter on its trading debut, and will fail to attract much investor interest over the longer term.

关於视频分享网站–土豆网的文章，我都写得有点儿腻了。土豆网或许可以考虑把公司介绍变成“媒体操控大师”，因其巧妙地向市场放出一系列传言，为其即将到来的IPO造势。据中国媒体近期报导，至少有三个潜在买家有意购买土豆网。现在土豆网终於扬帆前行，将IPO价格定在预估区间的中间值，消除了被收购的可能。媒体报导称，据发行价计算，其市值将为8.22亿美元，约为竞争对手优酷网<YOKU.N>市值的三分之一。优酷网去年年底上市，股价曾上涨约一倍，但随後便回吐了多数增幅。优酷股价周二下挫8%，反映出投资者的失望情绪，因其未能收购土豆网，而土豆网董事长王微并不真心想进行此项交易。我预计土豆网股价在周三的首个交易日将下挫，因我怀疑市场是否对这家亏损企业有很大兴趣。土豆在视频分享领域位列第二，仅次于优酷。在目前市场人气低迷的情况下，承销商能为其IPO赢得足够的认购热情亦颇值得赞许。一旦其股价稳定，我预计那时的土豆网不再会受到媒体太多关注，而其将专心实现盈利。

一句话：土豆网股价将在首个交易日下挫，且在较长时间内投资者很难对其有较大兴趣。

Related postings 相关文章:

◙ Tudou Name Tossed Around as IPO Looms IPO临近 土豆网新闻多

◙ Baidu Seeks Diversification in Tudou Talks 百度求购土豆，寻求多元化

◙ Tudou IPO Moves Forward Despite Headwinds 土豆网“逆风”上市

 

Tudou Name Tossed Around as IPO Looms IPO临近 土豆网新闻多

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I have to say that video sharing site Tudou gets this year’s award for most mentioned company in media reports in the run-up to its bumpy IPO, with new wrinkles in this strange story sprouting up in the media almost daily. After reporting last week the company was in talks to sell part or all of itself to leading online search site Baidu (Nasdaq: BIDU) (previous post), Chinese media went on to say the company was also in talks with leading online video site Youku (NYSE: YOKU), as well as another online video site called LeTV (Shenzhen: 300104). (English article; Chinese article) Meantime, international media reported about the same time late last week that Tudou’s $180 million IPO — which was originally set for late last year but got delayed due to Chairman Gary Wang’s messy divorce — had been fully subscribed, with pricing set for Tuesday and an official trading debut on Wednesday. So, what’s going on here? Clearly Wang is trying to wheel and deal his way to a deal that will give his company the highest valuation possible, and he’s most probably seeing better valuations from a sale of his company than he is for an IPO. Cash-rich Baidu and Youku are most likely offering the best deals, but both of those would almost certainly require Wang to step down as chairman — something he and heads of similar Chinese companies are usually reluctant to do. An IPO would obviously allow Wang to stay on as chairman, and it’s quite possible the company or its bankers are deliberately leaking rumors about acquisitions to the media to stir up investor interest in an otherwise chilly IPO market. If I were a bettor, I would put my money on the IPO going forward, with a 70 percent chance of success. Among the private buyers, Baidu probably stands a better chance than Youku, as the former can offer more money and also the small possibility that Wang can continue to run the business. Stay tuned for an interesting finale to this rocky but colorful IPO later in the week.

Bottom line: Tudou is likely to go ahead with its $180 million IPO, declining lucrative buyout offers as chairman Gary Wang opts for control of the company over cash.

不得不说，土豆网在走向IPO的道路上，算得上是今年中国媒体提及最多的一家企业了，关於土豆的新闻几乎天天不缺。上周媒体报导，百度<BIDU.O>正在洽购土豆，中国媒体现在又称土豆也在与优酷网<YOKU.N>、乐视网<300104.Z>洽谈。同时，国际媒体上周大约同一时间报导，土豆1.8亿美元IPO已经获得足额认购，定价日定於本周二，周三为首个交易日。那麽，到底是什麽情况？显然土豆网董事长兼CEO王微有着自己的算盘，想要按照自己的方式为公司争取最高的估值，而且他可能觉得出售公司的估值比IPO的会更高。百度、优酷最有可能给出好报价，但两家公司几乎一定都会要求王微辞任董事长，这是他与其他很多类似中国企业的负责人都不愿意做的事情。IPO显然可以让王微保住董事长的职位，而且极有可能是土豆自己或帮助其上市的投行故意向媒体透露收购传闻，以激起投资者对公司IPO的兴趣。如果要赌的话，我会把钱压在IPO上，胜算七成。土豆的各家求购者中，百度的机会可能要比优酷大一些，因为百度给的钱可能会更多，而且王微还有很小的机会继续管理公司。土豆曲折离奇而又多姿多彩的IPO本周稍晚如何落幕？大家不妨拭目以待。

一句话：土豆可能会继续推进IPO，拒绝其他企业的收购报价，因为在权、钱衡量中，王微更倾向於掌控公司的控制权。

Related postings 相关文章:

◙ Baidu Seeks Diversification in Tudou Talks 百度求购土豆，寻求多元化

◙ Tudou IPO Moves Forward Despite Headwinds 土豆网“逆风”上市

◙ Tudou Nears IPO Despite Strong Headwind 土豆网逆流而动决意上市

Baidu Seeks Diversification in Tudou Talks 百度求购土豆，寻求多元化

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Finally there’s a bit of news out ther about online search leader Baidu (Nasdaq: BIDU) that I like, with Chinese media reporting the company is in talks to buy Tudou, one of China’s top online video sites. (English article; Chinese article) Regular readers of this blog will know that I consider Baidu a classic one-note samba, relying on search-related advertising for almost 100 percent of its revenue despite numerous failed attempts to diversify into other businesses. (previous post) But in this case, a purchase of Tudou, a relatively successful company in the online video sharing space, would make great sense for both companies and could ultimately help Baidu achieve its evasive goal of deriving profits from something besides search. Tudou is clearly in dire need of cash, based on its determination to go forward with a delayed IPO despite facing the worst market for such offerings since the financial crisis of 2008. (previous post) So from Baidu’s perspective, it could probably take advantage of Tudou’s need for cash and turbulence on Wall Street to buy the company for a very good price. From Tudou’s perspective, Baidu would be an extremely strong partner in two ways. Most importantly, Baidu could tinker with its search results, which it already frequently does, to favor Tudou over other video sharing sites like industry leader Youku (NYSE: YOKU). In addition, Baidu could also use its industry clout to help Tudou sign favorable licensing deals for legal video, as Beijing pressures China’s Web firms to offer more legitimate content instead of the pirated material they have thrived on for years. Youku made a step in that direction when it signed a deal in June with Warner Brothers (NYSE: TWX) (previous post), and Baidu itself signed a similar tie-up with major music labels last month. (previous post) If Baidu does reach a deal for Tudou, it will have a bit of work to do, as the company posted a loss of $12 million in the second quarter, triple the $4 million loss for Youku. Baidu Chairman Robin Li could also find it challenging to work with Tudou founder Gary Wang, whose messy divorce held up his company’s IPO which was originally slated for late last year. But Wang’s weak financial position may leave him with little choice than to sell out, with Baidu offering one of the best potential partners.

Bottom line: Baidu could achieve its elusive goal of diversifying beyond its core online search business with a potential purchase of online video sharing site Tudou.

百度(BIDU.O)终于有条合我口味的新闻了。据中国媒体报导，百度正在洽谈收购土豆网。经常浏览我博客的读者们知道，我一直认为百度是只有一个舞步的桑巴，近乎100%的收入依赖于搜索相关的广告，虽然有一些尝试业务多元化的动作，但多是无果而终。但就此案例而言，土豆网是一个运作相对成功的网上视频分享网站，购买它对两家公司都有很大意义，而且最终有可能帮助百度增加营收渠道。土豆如此糟糕时机下仍坚持IPO，明显是急需资金。所以，从百度的角度出发，充分利用土豆的资金需求以及华尔街的震荡，它也许可以用很好的价格买下土豆。再从土豆的角度来看，百度是一个非常强有力的合作夥伴。最重要的是，百度可以对页面搜索结果稍作调整，使土豆的内容相比优酷等竞争对手显示在搜索结果更有利的位置。另外，百度还可利用其行业影响力，帮助土豆签下有利的合法视频许可协议。目前政府正施压中国网络企业提供合法内容，弃用盗版内容。优酷网(YOKU.N)在这一方向上已经迈出了一步，6月份公司与华纳兄弟(TWX.N)签署合作协议。而百度上月也宣布与多家唱片公司联手合作。如果百度确实为土豆达成了类似协议，那麽土豆可能有一些功课要做，因为公司第二季度报告亏损1,200万美元，是优酷的三倍。此外，百度董事长李彦宏也可能会感到与土豆创始人王微共事有些麻烦。要知道土豆网IPO原本定在去年底，正是因为王微复杂的离婚纠纷拖延了IPO时间。但是鉴于土豆网目前财务状况，王微除了出售公司外选择寥寥，而百度正好是最好的潜在合作夥伴之一。

一句话：百度如果收购土豆，可能从单一搜索业务模式逐渐走向多元化。

Related postings 相关文章:

◙ After Years, Baidu Does the Right Thing 百度多年来的一个正确之举

◙ Tudou Nears IPO Despite Strong Headwind 土豆网逆流而动决意上市

◙ Baidu’s One-Dimensional Growth Story Continues 百度亮丽财报难掩前景不确定性

Tudou IPO Moves Forward Despite Headwinds 土豆网“逆风”上市

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One has to wonder what exactly is going on behind the scenes with video sharing site Tudou, whose IPO faces stiff headwinds due to despite extremely negative market sentiment towards China companies. Domestic and international media are reporting the money-losing company has set a price range of $28-$30 for its IPO shares, which will give it a relatively modest market value of $820 million, or about a quarter that of chief rival Youku (NYSE: YOKU), which debuted at a much better time  late last year. (Chinese article) Tudou, whose name means potato in Chinese, hopes to raise about $160 million from the offering, an improvement from the $120 million mentioned in some reports earlier in the week, possibly indicating sentiment toward the offering, now set for mid-August, has been positive initially. (English article) Tudou’s stubborn determination to move ahead with this offering, despite facing one of the worst climates for China stocks on Wall Street in recent years, has left many puzzled, myself included. My guess is that the firm is under pressure from its investors to make the offering, which was originally scheduled for late last year but ran into problems due to a messy divorce between Chairman Gary Wang and his now-former wife. The negative sentiment does seem to have quieted somewhat in the last two weeks, and may have even bottomed out following the disastrous pulling of another IPO for video sharing site Xunlei last month (previous post). But with broader market sentiment still weak after resolution of the US debt crisis, and questions still lingering over accounting standards at many US-listed Chinese firms, this hardly seems like the best time to go to market. Accordingly, I wouldn’t be surprised to see Tudou’s shares price at or even below the bottom of their range and for the IPO to be delayed once more if the offering’s size slips below $100 million.

Bottom line: Tudou is taking a big risk by making an IPO into the current negative market, and stands a strong chance of having to pull the offering.

眼下中资股在美国股市的形势非常不利，土豆网仍坚持推进上市事宜，这不禁让人感到纳闷。中国和海外媒体报导称，土豆网IPO指导价区间为28-30美元，相当于市值8.2亿美元左右，约为优酷(YOKU.N)的四分之一，不过後者去年底上市的时机比现在好多了。土豆网希望此次招股能筹资1.6亿美元，这比本周一些报导中说的1.2亿要高。眼下是多年来中资股在华尔街最艰难的阶段之一，土豆网仍坚持推进上市事宜，让许多人百思不得其解，其中也包括我。据我推测，土豆网坚持上市可能是迫于来自投资者的压力，因为原本计划去年底就上市，後来由于其首席执行官王微离婚纠纷而拖延。过去两周，市场的负面气氛似乎已减退，甚至有点触底回升的苗头，但整体市场氛围仍偏于疲弱，因美国债务危机刚刚才化解，而市场对许多美国上市中资股的会计标准仍存在疑问，因此怎麽看都不是上市的好时机。如果土豆网IPO价格处于甚至低于指导价区间下限，或者由于筹资规模不足1亿美元而再次推迟上市，我都不会感到意外。

一句话：土豆网在眼下市场氛围中推进上市事宜，实在是冒着很大风险，最後也有可能暂时取消上市。

Related postings 相关文章:

◙ Xunlei’s Shrinking IPO Disappears 迅雷无限期推迟IPO时间

◙ Investors Feast on Sun Art 高鑫零售首日挂牌表现抢眼

◙ Wall Street Clean-Up Underway Amid Accounting Crisis 会计危机中华尔街展开清理行动

 

Xunlei’s Incredible Shrinking IPO 迅雷IPO规模缩水 纽约首秀或破发

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What once looked like one of the year’s hottest China IPOs, that of video and music sharing site Xunlei, is rapidly looking like one of the biggest failures, the victim to negative publicity about both the company itself and questionable accounting practices of Chinese firms in general. Chinese media are reporting that Xunlei has lowered the price range for its offering, originally set for Wednesday in the US but now moved to Thursday, to $12-$14 per share from a previous $14-$16 due to weak demand. (Chinese article) At that new range, it would raise around $78 million, far less than the $100-plus million it was originally targeting. So what happened on the road to market to derail such a once-promising company, whose backers include local and global search leaders Baidu (Nasdaq: BIDU) and Google (Nasdaq: GOOG)? At the company level, Chinese media reports that seven major record labels, including Sony Music (Tokyo: 6758) and Warner Music (NYSE: WMG) are suing Xunlei for 20.5 million yuan surely isn’t good. (Chinese article) That figure translates to a relatively small $3 million. but the bigger picture is that China is pushing its major Web sites to rid themselves of pirated music and video, as evidenced by big content deals between the major global media companies and leading online video site Youku (NYSE: YOKU) and Baidu over the last two weeks. Xunlei has much less resources than these two sector leaders, and investors are probably scared that a clean-up of pirated material from the site could lead to a big drop in traffic. From a broader perspective, the IPO is coming to market as sentiment toward Chinese companies has chilled in recent weeks over a recent series of accounting scandals that have undermined investor confidence. With all that going against it, Xunlei is facing strong headwinds as it prepares to join the ranks of US-listed China firms.

Bottom line: Xunlei’s upcoming IPO will struggle out of the gate, and is likely to fall in its New York trading debut amid weak sentiment and a major lawsuit against it.

视频和音乐分享网站迅雷IPO原本是中国今年最热门的IPO之一，受该公司负面报导和中国赴美企业会计丑闻影响，迅雷IPO看似将迅速成为最大败笔之一。中国媒体报导称，由於认购情况不佳，迅雷已将发行价区间从之前的14-16美元下调至12-14美元，并将IPO时间从周三推迟至周四。按照新的发行价区间计算，其融资额将降至7,800万美元左右，远远低於原先上亿美元的目标。迅雷上市进程中到底发生了什麽，致使这样一个曾前途无量、获百度<BIDU.O>和谷歌<GOOG. O>支持的公司陷入当前困境？从公司层面上来看，中国媒体报导称，索尼音乐<6758.T>和华纳音乐<WMG.N>等七大唱片公司起诉迅雷侵权，索赔2,050万元，此事自然对迅雷影响不好。索赔金额换算一下不过300万美元，但该事件的大背景是，中国正敦促国内各大网站清除盗版音乐和视频，优酷<YOKU.N>和百度在过去两周分别与大型全球媒体公司签署内容协议即是例证。迅雷的资源远远少於优酷和百度，投资者或担忧，清除盗版内容，或导致其访问量大幅下降。从更广泛的角度来看，中国赴美企业近期系列会计丑闻重挫投资者信心，迅雷IPO适逢市况不佳之时。综上所有不利因素，迅雷赴美上市将面临强劲阻力。

一句话：迅雷赴美IPO路途多舛，由於市况不佳，并遭大唱片公司侵权起诉，迅雷纽约首秀或将破发。

Related postings 相关文章:

◙ China, US Move to Ease Confidence Crisis 中美合作解决在美上市中国企业的信任危机

◙ Xunlei’s Rich Parentage List Grows 迅雷投资方阵容强大

◙ Youku, TCL Discover Hollywood in New Tie-Ups 优酷、TCL双双联手好莱坞大品牌

After Years, Baidu Does the Right Thing 百度多年来的一个正确之举

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I have to congratulate Baidu (Nasdaq: BIDU) for finally doing the right thing, or at least taking a step in the right direction, by signing a deal with 3 major record labels, Universal, Warner (NYSE: WMG) and Sony Music (Tokyo: 6758) that will see it do the once unthinkable and actually pay for copyright protected music. (company announcement) Of course there’s a bit of irony here, as Baidu previously said it will continue to offer pirated copies of music from those three labels and others via its highly popular free music swapping service, which has been criticized for years for allowing the illegal sharing of copyrighted music. Baidu’s move comes just weeks after leading video sharing site Youku (NYSE: YOKU) announced a similar tie-up to offer legal films and TV shows from Warner’s library to its premium customers. (previous post) I’ll be a bit cynical here and note that Baidu went for years without seeming to care about copyright protection before finally becoming “enlightened”, and have no doubt that its change of heart is coming at least in part due to heavy pressure from regulators who are trying to stamp out China’s rampant piracy. While it’s one thing for a little old lady from the countryside to sell pirated DVDs from a cart on the side of the street, it’s quite an embarrassment for Beijing when many of its top Internet companies like Baidu also engage in such practices, and clearly we’re going to see a move by major Net firms to slowly phase out their sites that encourage copyright infringement over the next few years. As that happens, look for more deals like the one just announced by Baidu, and also look for the company and its peers to suffer a bit when they finally close down their popular but illegal song- and video-swapping services.

Bottom line: Baidu’s slow embrace of copyright protection marks the beginning of a cleanup of pirated material on China’s Internet, which will benefit content providers but hurt Web firms.

百度与环球唱片、华纳唱片<WMG.N>、索尼音乐<6758.T>三大音乐唱片公司签署正版音乐使用协议。我必须要为百度<BIDU.O>这一正确之举或至少向正确方向迈进了一步的行动而表示祝贺。该协议将使百度要为使用受版权保护的音乐付费。当然，有点儿讽刺的是，百度之前曾表示，会通过其非常受欢迎的免费音乐交换服务继续提供盗版音乐。免费音乐交换服务多年来因允许非法分享正版音乐而备受抨击。几个星期前，优酷<YOKU.N>宣布要向其优质客户提供来自华纳的电影和电视节目。我要在这稍微尖刻一点：百度多年来都好像不在乎版权保护问题，直到最近才突然“恍然大悟”，而毫无疑问的是，这部分是因为百度受到了来自监管者的强大压力。中国监管机构正努力打击盗版。农村老妇在街边卖盗版碟也就罢了，很多像百度这样的顶级互联网公司居然也这麽做，对於中国政府来说确实不怎麽好看。未来几年，我们肯定会看到，大型网络公司会逐渐关闭其涉嫌侵犯版权的网站。若果真如此，预计还会有很多像百度刚刚宣布的那种协议的出现，而当这些非法的音乐和视频服务被关闭後，相关公司应该会感受到一些痛楚。

一句话：百度最终签署正版音乐使用协议，说明清除中国互联网上的侵权内容正逐渐开始，这将使内容提供商受益，而使网络公司受伤。

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◙ Baidu Flounders Abroad, Wastes Time With Microsoft Tie-Up 百度海外拓展 与微软合作纯属浪费时间

◙ Youku, TCL Discover Hollywood in New Tie-Ups 优酷、TCL双双联手好莱坞大品牌

◙ Baidu Shake-Up Underscores Instability, Frustration 百度重组表明公司高层动荡及新产品受挫

Cable Consolidation Moves Closer With New Umbrella Company 中国广播电视网络公司有望近期挂牌 有线网络整合步伐加快

By on

My initial skepticism about China’s plans to consolidate its fragmented cable TV sector is rapidly fading, with local media now reporting the company created to consolidate the industry is set for official launch in July or August as the consolidation drive gains momentum. (Chinese article) The report cites an unnamed source discussing the official launch of the company, China Broadcasting Network Co, and adds that 19 provinces, or nearly two-thirds of the country, have consolidated their cable networks since the program began. It adds that China’s entire broadcasting industry now has revenue equal to about half that of the nation’s largest telco, China Mobile (HKEx: 941; NYSE: CHL). If those numbers are correct that would give the industry annual revenue of more than $30 billion, which would be enough to create an impressive new entity if I could capture even a fraction of that sum. Even if the numbers are exaggerated, which I’m sure they are, the consolidation effort seems to be gaining some serious momentum and I’d say its chances for success must now be close to 90 percent. There’s no mention in the report of the potential for a future listing of such a new company, which would presumably be planned for the next 1-2 years. I would expect it to join the country’s other three major telcos with a listing in Hong Kong and probably a simultaneous listing in Shanghai. Such a company could be an interesting investment choice, requiring huge amounts of money over the short term to upgrade a national network of aging analog cable systems but providing big potential rewards once the system is updated by offering a wider array of channels as well as video on demand (VOD) and Internet services. The company’s success could also provide a huge boost for programming makers, both domestic and international, which are already seeing more business from China’s budding online video sector led by demand from the likes of Youku (NYSE: YOKU), Tudou and Tencent (HKEx: 700). (previous post)

Bottom line: The imminent formation of China’s new national cable TV operator is the latest sign of Beijing’s determination to consolidate the sector, pushing the chances for success of the campaign to 90 percent.

对中国打算整合有线电视业的计划我最初持怀疑态度，但这种疑虑如今在迅速消退。最近我看到有当地媒体报导，一家旨在促进有线网络整合的公司有望7月或者8月正式挂牌。报导援引消息人士的话称中国广播电视网络公司近期将正式挂牌，报导还称，中国已有至少19个省完成“一省一网”。报导亦表示，中国广电业2010年总收入约为中国最大电信公司中国移动<0941.HK><CHL.N>年营收的一半。如果这些数字是正确的，那麽这意味着该行业年收入超过300亿美元，即使有所夸大，有线网络整合似乎正获得一些前进势头，我预计现在其成功机率近90%。报导没有透露这家公司是否会在未来上市，但我估计上市也就是一两年的事，它可能也会和其他三家大型电信公司一样，在香港上市，可能还会同时在上海上市。这样的公司是个有趣的投资对象，而这家公司要在短时间内将全国的老化有线网络升级，是需要巨大资金的。但一旦系统升级完毕，得以提供更多频道、视频点播等服务，这家公司有望带来巨大回报。中国的网络视频行业正蓬勃发展，如业内领军者优酷<YOKU.N>、土豆和腾讯<0700.HK>等需求旺盛，因此这家公司的成功还会有利於国内外的节目制作方。

一句话：中国广播电视网络公司即将挂牌表明中国政府决心促进有线网络整合，令该行业整合成功机率提高至90%。

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◙ Latest Sale Exposes Sputtering China Digital Revolution 上海文广股权低售凸显中国数字改革路漫漫

◙ Youku, TCL Discover Hollywood in New Tie-Ups 优酷、TCL双双联手好莱坞大品牌

◙ Cable Consolidation Crosses Provincial Lines 中国广电行业跨省并购案