**Times reporter Wu Zhi.
On the evening of December 12, the details of the 51% equity transfer transaction of Beijing Wanda Investment*** hereinafter referred to as "Wanda Investment") were disclosed. Shanghai Ruyi Investment Management controlled by Ke Liming *** hereinafter referred to as "Ruyi Investment"), will be 215.5 billion yuan won 51% equity of Wanda Investment.
After the completion of the transaction, the actual controller of Wanda Film (002739) will be changed from Wang Jianlin to Ke Liming. On December 13, Wanda Film resumed trading with a one-word limit.
Transaction**215.5 billion yuan.
Wanda Film announced on December 6 that the company's indirect controlling shareholder, Beijing Wanda Cultural Industry Group, hereinafter referred to as "Wanda Culture Group") and its wholly-owned subsidiary, Beijing Hengrun Enterprise Management and Development Co., Ltd., and Wang Jianlin, the actual controller of the company's wholly-owned subsidiary, intend to transfer 51% of the equity of Wanda Investment held by him to Ruyi Investment.
According to the announcement on the evening of December 12, the parties to the transaction had signed an equity transfer agreement on the same day. Wanda Culture Group, Beijing Hengrun and Wang Jianlin plan to invest their respective holdings in Wanda8% and 12% equity interest (51% equity in total) was transferred to Ruyi Investment for a total transfer price of 215.5 billion yuan.
At present, Wanda Investment holds 43.6 billion shares, accounting for about 20% of the company's total share capital, is the controlling shareholder of the company. Upon completion of the transaction, Ruyi Investment will hold a 51% stake in Wanda Investment. Ke Liming, the actual controller of Ruyi Investment, will indirectly control 20% of the equity of Wanda Film through Wanda Investment, and the actual controller of Wanda Film will be changed from Wang Jianlin to Ke Liming.
On December 13, after the resumption of trading, Wanda Film's stock price rose to a daily limit, with a market value of nearly 30 billion yuan, and a market value of nearly 6 billion yuan based on the 20% equity held by Wanda Investment.
According to the information, Ke Liming was born in April 1983. The current Hong Kong listed company China Ruyi (00136.).HK) Executive Director and Chairman of the Board and Chief Executive Officer of Pumpkin Films Limited.
As an investor and producer, Ke Liming has led and invested in films such as "Keep You Safe", "Exchange Life", "Lonely on the Moon", "Hello, Li Huanying", and TV series such as "No War in Peking", "Langya Bang" and "The Legend of Miyue".
The total consideration for the transaction is 215.5 billion yuan. According to the announcement, the acquirer's funds for this acquisition are divided into two parts: one is that Ke Liming contributes 8 with its own funds6.2 billion yuan;Second, Ruyi Investment intends to pay the remaining 12For a consideration of 9.3 billion yuan, Ruyi Investment may need to pledge the shares of Wanda Investment obtained from this transaction to the bank.
The remaining lease term of the property is not less than 10 years.
As a leading cinema chain in China, Wanda Film's steady operation after this transaction is very important. At present, a considerable part of Wanda Cinemas is opened in Wanda Plaza. Therefore, the parties to this transaction have made an agreement on the future property lease of Wanda Cinema.
According to the announcement, the equity transferor (Party A) promised to promote the remaining term of the lease contract between Dalian Wanda Commercial Management Group (hereinafter referred to as "Wanda Commercial Management") and Wanda Film (including branches and subsidiaries) for no less than 10 years (from January 1, 2024), and the 10-year lease period can be extended for another 10 years after expiration.
If the remaining term of the existing lease contract is less than 10 years, the transferor undertakes to induce Wanda Commercial Management to agree to adjust the term of the lease contract to no less than 10 years in the form of renewing the contract or signing a supplementary agreement, and the contract can be renewed for another 10 years after expiration.
The transferor agrees to promote Wanda Commercial Management to give priority to cooperation with Wanda Film under the same conditions for all projects with its own property rights, and the rent shall be agreed with reference to the standard of Wanda Plaza at the same level.
Trademarks are not transferable.
The two parties have made a clear agreement on the ownership of the "golden signboard" of Wanda Film.
The parties to the transaction expressly declare that the trademarks, trade names, logos and logos containing "Wanda" in Chinese and English (collectively referred to as the "Wanda Brand") registered as owned by Wanda Investment and its subsidiaries (including Wanda Film) are not within the scope of this transfer transaction and shall be transferred to the designated entity of the transferor free of charge within a reasonable period of time agreed by both parties no later than 12 months after closing.
According to the agreement, if Wanda Film wants to continue to use the current relevant trademarks and trade names in the future, it needs to sign a license agreement.
According to the announcement, in the future, if Wanda Investment and its subsidiaries need to continue to use the above-mentioned Wanda brands containing Chinese and English "Wanda Films", "Wanda International Films", "Wanda Cinemas", "Wanda Cinemas" or other trademarks, trade names, logos, logos, etc. related to the operation of films, cinemas and cinemas, the transferor shall make the transferee of the above-mentioned trademarks sign a license agreement with them.
In addition, the two parties will screen and negotiate the ownership of intellectual property rights such as patents and copyrights registered as owned by Wanda Investment and its subsidiaries (including Wanda Film) within 12 months after the closing.
The announcement also mentioned that the parties to the transaction further clarified that the two parties should fully cooperate to jointly ensure a smooth transition of the business operations of the target company and its subsidiaries.
Wanda Film's board of directors will be reshuffled.
Prior to this transaction, Wang Jianlin indirectly controlled Wanda Film 30 through Wanda Investment and its concerted actors, Wanda Culture Group, Shenxian Rongzhi Xingye Management Consulting Center (Limited Partnership), and Lin Ning9% equity.
After the completion of the transaction, Wang Jianlin will still indirectly control Wanda Film 109% equity. However, with the entry of Ke Liming, the board of directors of Wanda Film may face a reshuffle.
The transferor has undertaken that, as permitted by the articles of association of Wanda Film, it shall urge persons acting in concert, including but not limited to Shenxian Rongzhi Industrial Management Consulting Center (Limited Partnership), Wanda Culture Group and Lin Ning, to cooperate with the acquirer to complete the reorganization of the board of directors of Wanda Film in accordance with the agreement within one month after the closing date.
The restructuring includes, but is not limited to, causing more than half of the original directors of Wanda Film (including three non-independent directors) to resign and be replaced by a person recommended by the acquirer, who will serve as the chairman and legal representative of Wanda Film. The transferor and its affiliates will also have the right to nominate two directors of Wanda Films.
Wanda Film said that if the implementation of this transaction is completed, the actual controller of the company will be changed to Ke Liming. The transaction will not have a material adverse impact on the Company's governance structure and going concern.
Wanda Film said that after the completion of the transaction, all parties will work together to maintain the stability of the company's operation and management, strengthen the corporate governance structure, continue to focus on the main business, and at the same time combine the resource advantages and business layout of shareholders to achieve resource sharing and complementary advantages, and actively play a synergistic effect to create greater value for all shareholders.