Text: Liu Gongchang.
On December 6, 2023, 51% of Wanda Investment's equity was transferred to Shanghai Ruyi Investment, and on July 20, 2023, 49% of Wanda Investment's equity was transferred to Shanghai Ruyi Film and Television for a transaction consideration of 226.2 billion yuan. After the completion of the two transactions, Wang Jianlin's stake in Wanda Films, which he had cultivated by himself, was only a little more than 10%, and Wanda Films no longer had the surname Wang.
* The reason for Wang Jianlin's doing this actually has an extremely complex background, but the root cause is that in 2017, Wanda Commercial Real Estate wanted to return to the A-share listing, so it signed a VAM agreement and withdrew from the Hong Kong market, but after the delisting of the Hong Kong stock market, the domestic capital market is not enthusiastic about real estate companies, and Wanda Commercial Management has not been able to go public. In order to cope with the VAM agreement that will soon come into effect, Wang Jianlin had to make a mandatory acquisition request for Wanda Film to withdraw funds to deal with the VAM investors.
Even, if the sale of Wanda Films does not solve the problem, Wanda Plaza may be hanging in the future, and even Wanda Group, a giant enterprise group, may be lost in the long river of history.
Tencent became the new shareholder of Wanda Films.
On December 6, 2023, Wanda Film announced that its indirect controlling shareholder, Beijing Wanda Cultural Industry Group, and its wholly-owned subsidiary, Beijing Hengrun Enterprise Management and Development Co., Ltd., and Wang Jianlin, the actual controller of Beijing Hengrun Enterprise Management and Development Co., Ltd., plan to transfer 51% of the equity of Wanda Investment held by them to Shanghai Ruyi Investment.
On July 20, 2023, Wanda Culture Group and Shanghai Ruyi Investment signed the "Equity Transfer Agreement" to transfer its 49% stake in Wanda Investment to Shanghai Ruyi Film and Television for a transaction consideration of 226.2 billion yuan, which means that Shanghai Ruyi already owned Wanda Films 98% equity.
At that time, in addition to Wanda Investment's 49% stake in Shanghai Ruyi Film and Television, Beijing Hengrun, Wanda Culture and Wang Jianlin held them respectively. 2% of the shares, for a total of 51%. Beijing Hengrun and Wanda Culture were both controlled by Wang Jianlin, and in fact they were both controlled by Wang Jianlin personally, so the actual controller of Wanda Investment was still Wang Jianlin at that time.
The 51% stake of Wanda Investment obtained from the transfer of Shanghai Ruyi indicates that it has completed 100% control of Wanda Investment, which means that Wanda Investment has fully become a wholly-owned subsidiary of Shanghai Ruyi Film and Television, and actually owns all the shares of Wanda Investment in Wanda Film - 20%.
According to the third quarterly report released by Wanda Film at the end of October, Wanda Investment is the controlling shareholder of Wanda Film, holding 20% of the shares, and it holds a total of 30 Wanda Films with its concerted action person Shenxian Rongzhi Xingye Management Consulting Center (Limited Partnership).21% equity, the latter is mainly controlled by Wang Jianlin, after this change, Wang Jianlin in front of the child Wanda Movie raised by himself, also accounted for only 1021% of the equity has completely lost its absolute right to speak.
So, who is Shanghai Confucian?
According to the company's information, the parent company of Shanghai Ruyi Film and Television and Shanghai Ruyi Investment is the listed company China Ruyi, and the actual controller is Ke Liming, a well-known film and television investor and producer, and Ke Liming is currently the chairman of China Ruyi. In January 2022, Tencent passed Water Lily with 1HK$600 million** subscribed for 64 million shares of China Ruyi. In July, Tencent again won 2HK$4 per share subscribed for China Ruyi 16.3 billion additional shares.
In July 2023, China Ruyi entered into a share subscription agreement with the subscriber Water Lily at a price of 1HK$6 issued a total of 2.5 billion subscribed shares, raising net proceeds of HK$4 billion to further develop and expand the film and game business. So far, Tencent has a position in China Ruyi 254.6 billion shares, up from 20 in the middle of the year45% to 2545%, becoming its largest shareholder.
In other words, the behind-the-scenes boss of Chinese Confucianism is Tencent, which everyone envies.
With Shanghai Ruyi's acquisition of 20% of the equity of Wanda Film, Wang Jianlin, as the founder of Wanda Film, can only indirectly hold Wanda Film 102% equity, which means that Tencent has actually replaced Wang Jianlin as the actual controller of Wanda Film.
Tencent's move seems to be suspected of taking advantage of the fire to rob, but for Wanda, it can be regarded as a move to save people. Because at least Tencent at this time did not fall into the well and took out real gold ** to trap Wanda Yu. Looking at what its former ally Vanke did in July, you can see that Tencent is still talking about morality.
was almost pulled off by Vanke.
In June 2023, Wanda received a notice from the Shanghai court that assets worth 120 billion yuan were frozen, and the applicant was Vanke.
The feud dates back to 2015, when Wanda and Vanke sought cooperation. Wang Jianlin, chairman of Wanda Group, said that "cooperation can make Wanda's asset-light pace faster." Yu Liang, general manager of Vanke Group, said, "Our cooperation today represents the beginning of the industry alliance, and our cooperation is a good match, love at first sight."
In 2019, Wanda and Vanke cooperated in the development of the Changchun Film and Television City project, and Vanke paid a total of 5 billion yuan to Wanda. In June 2021, Vanke proposed to terminate the cooperation, and a series of disputes followed.
On the basis of Wanda's repayment of principal and interest, Vanke still insists on requiring Wanda to pay more principal, interest and penalty interest in accordance with the terms of the cooperation agreement13800 million yuan.
Wanda believes that in the past three years of cooperation, Wanda has undertaken about 10 billion yuan of infrastructure investment for the project. Vanke took advantage of this to obtain a development project with a floor area of 680,000 yuan at a floor price of 3,300 yuan, while the adjacent land plot traded by China Resources Land was sold at a floor price of 5,700 yuan. Vanke actually enjoyed a discount of 2,400 yuan per square meter, totaling 16300 million yuan (680,000 times 2,400 yuan) of land cost concessions, and this concession is based on Wanda's huge investment in the early stage.
16.300 million plus the 2400 million in total 18700 million, Wanda's return on investment in the project is 374%, according to two and a half years of use, the annual income reached 1496%。If you pay another 13800 million, Vanke's total revenue from the project in two and a half years is 32500 million, the return on investment will be as high as 65%.
Therefore, Wanda was reluctant to pay Vanke 13800 million, only agreed to pay another 8 to 1 billion yuan. 3.The gap of 800 million yuan became the fuse for the breakup.
In June 2023, Vanke applied to the Shanghai Hongkou Court for pre-litigation preservation of Wanda's assets, Dalian Wanda Commercial Management 19800 million shares were frozen.
In desperation, Wang Jianlin found Liu Jipeng, dean of the Institute of Financial Research of China University of Political Science and Law, to mediate the matter. Professor Liu believes that, first of all, from Vanke's point of view, 3Don't ask for the penalty interest of 7.7 billion again;Secondly, from Wanda's point of view, it is to provide Vanke with 16300 million floor price discount. In view of Wanda's invitation to Vanke to jointly develop the infrastructure, and the investment incentives for the developed infrastructure were not included in the contract, Wanda was advised to waive and pay 10%-12% interest according to the terms of the contract.
He suggested that the income of the 5 billion in two and a half years should be divided into three tranches according to the range of 6% to 10%, as detailed in the table below. Deduct the 2 that has been paid400 million, at an annual rate of return of 6% to pay another 5100 million;Pay an additional 7. at an annual rate of return of 8%.600 million;At the rate of 10% per annum, an additional 10100 million;
Galaxy Hunter.
Under the mediation of Professor Liu, Wanda finally survived, but it was also greatly damaged.
In the face of this greater debt repayment at the end of the year, Wanda at this time can no longer count on the white knight to come to the rescue, and can only honestly sell a few high-quality assets, and Wanda Movies will not be able to escape.
The past and present of Wanda films.
In 2005, Wanda Cinema Line was officially established, and in just five years, it became the highest-grossing cinema company in China at that time.
In 2012, Wanda spent US$2.6 billion to acquire all the shares of AMC, the world's largest cinema chain, and then successively acquired foreign cinema operators such as Carmike, the fourth largest cinema chain in the United States, Odeon&UCI and Nordic Cinema Group, becoming the world's largest cinema operator.
In 2015, Wanda Cinemas successfully listed on the main board of the Shenzhen Stock Exchange, becoming the first stock of domestic cinemas, and the market value of Wanda Cinemas once exceeded 180 billion yuan.
In 2016, Wanda Cinemas successively acquired film and television industry giants such as Legendary Pictures and Time.com, extending the tentacles of the film and television business from cinemas to the upstream and downstream of the industry. In 2017, with the injection of these acquired film and television assets into listed companies, Wanda Cinemas officially changed its name to Wanda Films.
In China, Wanda Film is the largest cinema operator, its business covers film and television investment, production, distribution, screening and post-products and other industry chain business, in the first three quarters of this year, Wanda Film in China cumulative market share reached 165%, the industry position is stable.
As of the end of September 2023, it has 877 theaters and 7,338 screens in China, including 709 directly-operated theaters and 6,159 screens, and 168 asset-light theaters with 1,179 screens, making it the theater chain with the largest number of IMAX screens and Dolby Cinemas in China. Among them, the high box office share of the film industry in the screening link is the main part of its income. Cinema screening (including merchandise, catering sales and advertising) is the company's core business, and in 2022, this business segment accounted for 82% of its revenue49%。
However, the rapid mergers and acquisitions did not bring about a boom in the business, but on the contrary, brought about continuous turmoil in the management, which in turn brought about a huge decline in business income and losses. In 2019, Wanda Film's revenue was 1543.5 billion yuan, down 5 percent year-on-year23%；Net loss of 472.9 billion yuan, a decrease of 32.4 billion87%。
During the epidemic, Wanda Film only achieved a net profit of 10.6 billion yuan of positive growth, followed by another loss of 19 in 20222.3 billion yuan.
Faced with this situation, Wanda began a drastic reform.
On the one hand, through the cinema film projection business, Wanda can conduct in-depth insight and analysis of consumers' movie-watching behavior, and better grasp the changing trend of consumers' movie-watching needs and film preferences, so as to provide strong data support for film investment and production decisionsOn the other hand, high-quality film and television works that meet the needs and preferences of consumers can further promote the growth of the exhibition business and form a good overall positive cycle business closed loop of the company.
The lockdown brought about by the epidemic has caused a large number of small and medium-sized theaters to close down, and in 2022, there will be 805 new theaters nationwide, a year-on-year decrease of 271%。The cinema industry is moving from a stage of rapid expansion to a stage of refined development, which makes advantageous companies like Wanda Film gradually occupy an advantage in the market competition, because they can not only provide a complete system of operating standards, but also provide high-quality and differentiated services.
Since 2023, Wanda Films has achieved a box office of 40 with two popular movies, "The Wandering Earth 2" and "Bear Infested: Bear Core with Me".300 million and 14900 million yuan. In the first three quarters, the total revenue was 1134.8 billion yuan, an increase of 4698%, net profit attributable to the parent company 111.5 billion yuan, which is the best performance among all listed film companies this year.
Some institutions have made the following decisions on the overall operating performance of Wanda Film from 2023 to 2025**
Source: Valuation House.
As of the suspension on December 6, the total market value of Wanda Films was 2713.3 billion yuan, the value of the 20% equity held by Wanda Investment is about 542.7 billion yuan. If calculated according to this, the market value corresponding to Shanghai Ruyi Investment's acquisition of 51% equity of Wanda Investment is about 276.8 billion yuan.
Why are such high-quality resources willing to sell, just to cut meat to pay off debts? All this is only because the deadline for listing "betting" is approaching.
The listing "VAM" limit is approaching.
In 2014, Wanda Commercial Real Estate was listed on the Hong Kong Stock Exchange, becoming the largest commercial real estate company in China at that time. However, because the value of Hong Kong ** is significantly smaller than the market value of A-shares, Wanda feels that its market value is undervalued, so on March 30, 2016, Wanda issued a privatization offer to buy back all shares at a price of not less than 48 yuan per share, and in September 2016, Wanda was officially delisted from the Hong Kong stock market, and then sought to be listed on A-shares. He found a bunch of institutions to help when he bought back**, and promised to list on the A-share market within two years.
Due to the strict entry requirements for real estate companies in the A-share market, Wanda Commercial Real Estate had to divest all its real estate business and transform into an asset-light commercial management company (Wanda Commercial Management), focusing on providing operational services for shopping malls, hotels, cultural tourism and other projects.
But in the end, it was not successfully listed on the A-share market. When it came time to pay it back, Wanda had no money. Wanda hired Tencent, Suning, JD.com, and Rongchuang as new investors, bought the equity of the old investors, and re-signed the VAM agreement. A total of 34 billion.
There is no mandatory listing on A-shares for this VAM, as long as it is listed, Hong Kong stocks and US stocks are acceptable. However, there is an additional clause that Wanda's net rental income in 2019 shall not be less than 19 billion yuan, and it must be listed by the end of 2023 at the latest, otherwise Wanda will have to buy back**, plus 8% annualized interest.
In 2019, Wanda Commercial's actual performance failed to meet the VAM requirements, and Wang Jianlin announced that the restructured company would be settled in Hengqin, Zhuhai, and the Zhuhai State-owned Assets Supervision and Administration Commission would be introduced as a strategic investor. From July to August 2021, Zhuhai Wanying, Dalian Wanda Commercial Management and Zhuhai Wanda Commercial Management signed share transfer agreements with 22 investors, including Tencent, Alibaba, Country Garden and PAG, with the 22 institutional investors holding a total of about 21 shares17%, when Zhuhai Wanda Commercial Management received about 38 billion yuan in financing.
According to the VAM agreement at the time, if Zhuhai Wanda Commercial Management failed to go public by the end of 2023, 22 investors could require Wanda to repurchase a total of 30 billion yuan of equity at an annual rate of return of 8%.
The IPO applications were filed on October 21, 2021, April 22, 2022, October 25, 2022 and June 28, 2023, respectively, and there is still no sign of approval. The effective date of the fourth version of the prospectus is the end of December 2023.
Why is it that the listing application is always not approved?
Taking Wanda's last application on June 28, 2023 as an example, the HKEX asked Wanda Commercial Management to explain the impact of short-term solvency and the reasonableness of the continued negative cash flow from financing activities.
It stands to reason that this requirement is not harsh, but Wanda just can't complete it, and a fundamental problem is that the data released by Wanda can't stand the test.
According to the performance report released by Wanda Commercial Management Group, the revenue in 2022 will be 553100 million yuan, rental income of 508500 million yuan, 55 Wanda Plazas will be opened during the year, 100% of the annual plan will be completed, and the occupancy rate of shops will be 987% and 100% rent collection rate. In June this year, Wanda Group's consolidated interest-bearing liabilities were 14128.3 billion yuan, of which 292 are interest-bearing liabilities due within one year5.7 billion yuan.
It is said that with Wanda such rental income, 1412The debt of 8.3 billion yuan only needs 3 years of rent, but Wanda sold all the Wanda films with the largest market share in order to repay the debt for only 4.6 billion. It's incredible.
For this reason, the original words of the Hong Kong Stock Exchange's questioning are:
Please explain the calculation caliber and accuracy of the above-mentioned occupancy rate, whether there are effective measures to prevent insiders from falsely reporting the occupancy rate and collection rate, and the actual implementation situation.
Obviously, under the epidemic in the past two years, people walking on the street are all good people, but Wanda said that it has achieved a shop occupancy rate of 987%, the rent collection rate is 100%, I'm afraid I don't even believe it when I say it.
Surgery to the "pro-son".
In 2019, after Wang Jianlin sold the cultural tourism and hotel in tears, people thought that Wanda had successfully washed his hands ashore, but they did not expect that only a few years later, Wanda would face such a serious debt repayment crisis.
In addition to the above-mentioned $30 billion in bloodthirsty repayments, Wanda also has three offshore loans of about $1.3 billion.
According to public statistics, in 2023, Dalian Wanda Commercial Management, a subsidiary of Wanda, will face a total of 15.4 billion yuan of domestic public bonds and 400 million US dollars of bonds, totaling about 18.2 billion yuan of public bonds. On November 21, Dalian Wanda Commercial Management adjusted the repayment plan for a US$600 million bond due in January 2024, and the repayment plan was subsequently approved by investors.
After the adjustment of the above-mentioned US$600 million bond repayment plan, Dalian Wanda Commercial Management currently has two US dollar bonds maturing in 2025 and 2026 respectively, both with a scale of US$400 million.
One of the fundamental reasons why Wanda has fallen into such a situation is that the demand for new business in Chinese cities cannot keep up with Wanda's demand for performance expansion, and the expansion dividends of first- and second-tier cities are exhausted, and it is difficult to provide corresponding dividends in third, fourth and fifth-tier cities.
An investor from Zhuhai Wanda Commercial Management told reporters, "Due to the fact that the listing is not going smoothly, Zhuhai Wanda Commercial Management has been communicating with us recently, looking forward to deferring the repayment of the war investment." ”
As for whether to agree to the postponement of repayment, the above-mentioned investor told reporters that he "disagrees". This also means that Wanda Commercial Management will have to repay the earlier funds and the corresponding interest if Wanda Commercial Management fails to achieve listing within the established period.
Since 2017, Wanda has given its hotel and cultural tourism assets to Sunac and R&F, and at present, Wanda's core assets are only Wanda Films and Wanda Plaza, the latter of which is its foothold, and in order to alleviate the huge debt repayment pressure, it can only start with the former. From March to July 2023, Wanda Culture and Wanda Investment, controlled by Wang Jianlin, have accumulated a total of about 100 million shares of Wanda Film through block transactions and centralized bidding, with an estimated amount of more than 1.2 billion yuan.
In addition, on July 10, Wanda Investment transferred Wanda Film 1 to Lu Lili, the "boss lady" of Oriental Wealth800 million shares (826%), with a total transfer** of approximately 217.3 billion yuan.
According to the estimate of the equity transfer announced on December 6, Wang Jianlin is expected to exceed 8 billion yuan from Wanda Film within the year.
In addition to the above-mentioned 20% stake in Wanda Films, which was sold to Shanghai Ruyi, Wang Jianlin will sell Wanda Films for a total of 28 in 202326% of the shares, only more than 10% of the shares are left, which also means that this single-handedly raised son, Wanda Film, will no longer be surnamed Wang.
But even so, it still can't fill the huge hole caused by the bet, and if you want to survive, you have to open the knife to the last and only son Wanda Plaza.
Only Wanda Plaza can still be sold.
According to surging news reports, Zhuhai Wanda Commercial Management recently revealed in the process of communicating with investors that Wanda Group intends to be located in **.
Wanda Plaza in first- and second-tier cities in exchange for working capital is currently negotiating with insurance institutions.
In this regard, a person close to Wanda said that since the beginning of this year, Wanda has been trying to sell Wanda Plaza, but it is not suitable, "In fact, Wanda has been selling Wanda Plaza, both for financing and for asset-light operation." ”
From the perspective of assets, Wanda Commercial Management's prospectus shows that as of December 31, 2022, Zhuhai Wanda Commercial Management managed a total of 472 commercial plazas, with a construction area of 65.6 million square meters under management, and 181 reserve projects, including 163 independent third-party projects.
In 2020, 2021 and 2022, Zhuhai Wanda Commercial Management's revenue will be 1719.6 billion yuan, 233$8.1 billion and $271200 million yuan;Net profit was 111.2 billion yuan, 35$1.2 billion and $7.53.4 billion yuan.
His overseas investments have been largely emptied, most of his domestic assets have been sold, and some of the remaining assets are difficult to find buyers. After losing the high-quality asset of Wanda Film, the only thing that Wanda can directly realize may be Wanda Plaza in first- and second-tier cities.
According to the change of industrial and commercial information, Wanda has at least 5 Wanda Plazas during the year. At the end of May, Wanda will insure everyone in the three shopping malls of Shanghai Songjiang Wanda Plaza, Xining Haihu Wanda Plaza and Jiangmen Taishan WandaAt the end of September, Guangxi Beihai Hepu Wanda Plaza was transferred to a local real estate company in BeihaiIn October, Shanghai Zhoupu Wanda Plaza** gave everyone insurance.
In October 2023, Dalian Wanda Commercial Management Group*** withdrew from the list of shareholders of Shanghai Wanda Plaza Real Estate***, and Shanghai Jiasheng Management Consulting Partnership (Limited Partnership) and Wuhu Puyu Equity Investment Partnership (Limited Partnership) jointly took over 100% of the company's equity. Shanghai Jiasheng Management Consulting Partnership is 90% owned by Dajia Investment Holding Co., Ltd91%, Everybody Life Insurance Shares*** indirectly holds shares.
According to public information, Shanghai Wanda Plaza Real Estate, which was established in November 2007, is the project company of Zhoupu Wanda Plaza. Opened in September 2009, Zhoupu Wanda is Wanda's second urban mixed-use project in Shanghai.
In the first half of 2023, 12 new Wanda Plazas will be opened, with a total of 484 openings. Total rental income in the first half of 2023 is 263200 million yuan, a year-on-year increase of 45%；Net rent 130100 million yuan, a year-on-year increase of 72%；The net rent of comparable Wanda Plaza increased by 3% year-on-year8%。The occupancy rate is 982% and 100% rent collection rate.
It can be seen that for Wang Jianlin, Wanda Plaza is a more high-quality industry than Wanda movies, and if Wanda Plaza is also sold, Wanda will really exist in name only.
The biggest mistake made by Wang Jianlin was to delist from Hong Kong in a fit of anger, and Wanda, who wanted to go back to A to get a higher valuation, just hit the muzzle of the highly tightened threshold for the listing of real estate companies.
originally thought that the tearful sale in 2017 could make it debt-free and light, but I didn't expect that the shadow of the gambling had never dissipated, and the closure of the three-year epidemic had greatly reduced its self-hematopoietic ability in the square and movies, and it had never accumulated the huge amount of money needed to cope with the gambling, so it was forced to sell with tears again.
But the terrible thing is that at this time, Wanda has not much to sell, Wanda Movies is no longer surnamed Wang, how long can Wanda Plaza last?
Quote] Vanke and Wanda, from love at first sight to parting ways Real Estate Observer 2023-07-18 )
Liu Jipeng: I don't believe that Vanke wants to kill Wanda 2023-07-17 **Fang Finance )
Wanda Films: Leading Enterprises in the Whole Industry Chain Industry, Accelerating the Transformation of Cinemas into Asset-Light Valuation Home 2023-06-14).
Wang Jianlin's "Road to Return": From the delisting of Hong Kong stocks to the listing of Hong Kong stocks, seven years of tossing just to repay debts 2023-09-16 **edisontalking )
Will Wanda survive this crisis?(In-depth good article) financial news to appreciate2023-12-08).
Wang Jianlin's road to "self-help": give up the movie dream and put Wanda Plaza on the shelf China Business News2023-12-08).
The listing deadline of Zhuhai Wanda Hong Kong Stock Exchange is approaching, and Wang Jianlin's "self-help" is 21 days left December 08, 2023 The Paper).
The listing deadline of Zhuhai Wanda Commercial Management is approaching, and Wang Jianlin's "self-help" has 21 days left Chen Ye Blue Whale Reporter2023-12-08 07:46Surging Guangdong).
Zhuhai Wanda Commercial Management revealed to investors that it intends to **.
Wanda Plaza, a first- and second-tier city, is in contact with insurance capital The Paper2023-12-07 )
Wanda Earthquake!Ma Huateng rescued Wang Jianlin twice!2023-12-06 19:18 Author: Mingjin.com).