Zhuhai Wanda Commercial Management introduced 22 strategic investors before the IPO of Hong Kong stocks. The data comes from the prospectus of Zhuhai Wanda Commercial Management.
Reporter Wu Jing and Lu Zhikun report from Beijing.
With the entry of the investment team led by PAG, the investor alliance around the "Wanda system" ushered in a new round of "reshuffle".
It is understood that in the newly signed investment agreement, some of the original investors chose to withdraw, such as Country Garden, one of the investors who participated in the war investment before the listing of Zhuhai Wanda Commercial Management in 2021, which recently announced that it would hold part of the shares of Zhuhai Wanda Commercial Management.
In addition, Yonghui Supermarket, one of the previous investors, also recently announced the liquidation of its stake in Dalian Wanda Commercial Management Group. There is also market news that early investors such as JD.com, Suning, and Sunac intend to withdraw from their investments in Dalian Wanda Commercial Management Group. Wanda did not comment.
Country Garden leaves
On December 14, Country Garden announced that it would hold part of the shares of Zhuhai Wanda Commercial Management.
According to the announcement, on December 13, Country Garden, Dalian Wanda Commercial Management Group and Zhuhai Wanying entered into an agreement under which Jinyi Global (an indirect wholly-owned subsidiary of Country Garden) conditionally agreed to provide Zhuhai Wanying or Wanda's designated party**Zhuhai Wanda Commercial Management 179% equity at a consideration of 306.8 billion yuan.
It is understood that Zhuhai Wanda Commercial Management is the only business platform for the asset-light operation and management of the commercial center of Dalian Wanda Commercial Management Group, which was established in late March 2021 and then listed on the Hong Kong stock market in October of that year.
From July to August before the impact on the listing, Zhuhai Wanying, Dalian Wanda Commercial Management Group and Zhuhai Wanda Commercial Management signed share transfer agreements and established VAM agreements with 22 investors, including Tencent, Alibaba, Country Garden and PAG.
According to the prospectus, the 22 institutional investors and company executives introduced by Dalian Wanda Commercial Management Group hold a total of about 21 shares17%, this strategic investment enabled Zhuhai Wanda Commercial Management to obtain about 38 billion yuan of financing, providing capital for its subsequent scale expansion.
Among them, Country Garden participated in the investment through two corporate entities, namely Jinyi Global and Country Garden Services (06098.).HK), each holding 17945%, and the total consideration for the shares is 32300 million yuan.
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 some or all of its shares at an annual yield of 8%.
The above announcement disclosed that if the 8% interest is not considered, the transaction of Country Garden will lose 1 compared with the initial investment cost6.2 billion yuan.
In addition, according to Wanda's disclosure, since the above-mentioned 22 investors invested in 2021, Zhuhai Wanda Commercial Management has exceeded its performance target for three consecutive years, with after-tax income of 23.5 billion yuan in 2021, 27.1 billion yuan in 2022, and 29.3 billion yuan in 2023 (estimated), with an average annual growth rate of about 12%. Profit after tax was $5.3 billion in 2021, $7.5 billion in 2022 and $9.5 billion in 2023 (estimated), with an annual growth rate of 34%. In the past three years, Zhuhai Wanda Commercial Management has paid a total of about 10 billion yuan in taxes, and dividends to shareholders are 4.6 billion yuan in 2021, 6.7 billion yuan in 2022 and 8.5 billion yuan in 2023 (estimated).
If you take the shares of Jinyi Global 17945% is calculated, and it is expected to receive a total of about 35.5 billion yuan.
It is understood that Jinyi Global 30The withdrawal of 6.8 billion yuan will be divided into three payments, which are 65.7 billion yuan, 36.48 million yuan, 23$7.5 billion, with the third tranche to be disbursed no later than March 31, 2024.
Country Garden said in the announcement that the group is currently actively resolving the pressure of phased liquidity. Since the Group only holds a minority interest in Zhuhai Wanda Commercial Management, the Company believes that it will be beneficial to the Company to lock in a more suitable transaction and exit path in advance to avoid the material uncertainty of the timing and amount of exit in the future, and effectively protect the value of the realization of the Company's strategic investment equity assets.
For the ** equity proceeds, Country Garden said that as the group is actively seeking an overall solution to comprehensively solve the current overseas debt risk, the net proceeds of the target shares ** received by Jinyi Global according to the agreement will be used for overseas restructuring.
Up to now, with the exit of Jinyi Global, Country Garden's shareholding in Zhuhai Wanda Commercial Management is still about 1300,000,000 shares (1.)7945%）。
Just as the VAM deadline for the listing of Zhuhai Wanda Commercial Management was approaching, on December 12, Wanda Group's official website announced that it had signed a new investment agreement with PAG, one of the investors.
According to the announcement, the existing investors of Zhuhai Wanda Commercial Management invested about 38 billion yuan in it in August 2021, of which the investment amount of PAG was about 2.8 billion US dollars (about 18 billion yuan), and the existing investors have the right to redeem at maturity in the original investment arrangement.
According to the newly signed investment agreement, Dalian Wanda Commercial Management holds 40% of the shares, which is the single largest shareholder, and PAG and several existing and new investors participate in the investment, holding a total of 60% of the shares.
According to the previous prospectus, Dalian Wanda Commercial Management Group directly holds 6999%, 883%, 001%, with a total shareholding of 7883%。The remaining 2117% of the shares are held by outside investors and company executives.
Wanda did not disclose the exact amount of PAG's investment this time, and which new investors will participate in the investment.
According to people familiar with the matter, in the newly signed investment agreement, the vast majority of investors retained their investment in Wanda, although a few existing investors chose to withdraw. What's more, there are new investors coming in, including some from abroad. "Through the introduction of new investors, not only the VAM risk has been lifted, but the debt of 38 billion yuan has been resolved, and Dalian Wanda Commercial Management Group has also obtained additional funds of nearly 30 billion yuan. ”
Yonghui Supermarket cashed out
On the evening of the day before Country Garden's announcement, Yonghui Supermarket announced that it would hold the shares of Dalian Wanda Commercial Management Group.
According to the announcement, Dalian Yujin *** hereinafter referred to as "Dalian Yujin") intends to purchase about 38.9 billion shares, accounting for 1 of the total share capital of Dalian Wanda Commercial Management Group43% and the transfer price is 45300 million yuan.
According to the company's information, Dalian Yujin was established on November 30, 2023, and its main business is domestic first-class enterprises, and the sole shareholder is Beijing Yifang Mingshi Information Technology, which is 100% owned by Dalian Yifang Group, hereinafter referred to as "Yifang Group".
It is understood that Yifang Group was founded by Sun Xishuang in 2001, focusing on investment in finance, cultural tourism, education, health and other fields, and previously had more cooperation with Wang Jianlin's Wanda Group. According to previous reports, the two have also been friends for many years. On December 23, 2014, Wanda Commercial (later renamed Dalian Wanda Commercial Management), which had not been renamed at that time, was listed on the main board of the Hong Kong Stock Exchange, of which Sun Xishuang held 63% equity, is the only natural person shareholder holding more than 5% of the shares.
It is understood that this part of the shares held by Yonghui Supermarket was purchased five years ago. In December 2018, Yonghui Supermarket purchased part of the equity of Dalian Wanda Commercial Management from Sun Xi's hands. At that time, Yonghui Supermarket signed a share transfer agreement with Yifang Group and Sun Xishuang to transfer 67.91 million shares of Dalian Wanda Commercial Management held by Yifang Group, with a transfer of 52 yuan per share and a transfer agreement of 353.1 billion yuan.
As of the date of the announcement, the book value of this part of the equity investment held by Yonghui Supermarket was 391.8 billion yuan, Yonghui Supermarket's *** premium to the book value of equity is 61.2 billion yuan. Compared with the acquisition of ** five years ago, Yonghui Supermarket is 45The transfer price of 300 million yuan is 1 billion yuan higher than the original purchase price.
The transfer price of the transaction will be paid by the purchaser, Dalian Yujin, to Yonghui Supermarket in eight installments in cash. The payment amount of each installment is 300 million yuan and 39.1 billion yuan, 79.2 billion yuan, 93.7 billion yuan, 94.9 billion yuan, 41.2 billion yuan, 41.7 billion yuan, 3$3.1 billion, starting on December 30, 2023 and continuing until September 30, 2025. Among them, the completion of the first phase of equity transaction will affect Yonghui Supermarket's pre-tax profit of 2859 in 2023580,000 yuan, cash flow increased by 300 million yuan.
As a non-listed company, Dalian Wanda Commercial Management has not previously announced its annual dividends, and the amount of dividends received by Yonghui Supermarket is unknown.
Yonghui Supermarket said that the purpose of this asset transaction is to revitalize the company's assets, which is in line with the company's strategy of reducing the scale of investment.
Dalian Wanda Commercial Management Group is a subsidiary of Wanda Group's commercial management sector, and has been pinned on high hopes for listing by Wanda Group for many years. On December 23, 2014, Wanda Commercial, which had not yet changed its name, was listed on the main board of the Hong Kong Stock Exchange. At that time, because the valuation had not been high, Wanda Group intended to promote its listing on the A-share market. In September 2015, Dalian Wanda Commercial Management Group submitted a prospectus to the China Securities Regulatory Commission, officially opening the road back to A. Subsequently, Wang Jianlin, the de facto controller of Wanda Group, privatized Wanda Commercial in September 2016.
In January 2018, when Wanda Commercial was preparing for an A-share IPO, Tencent Holdings, as the main sponsor, joined forces with Suning Yunshang, Sunac China and JD.com to invest 34 billion yuan in Wanda Commercial and acquire 14273% shares. Among them, Tencent invested 10 billion yuan, with a shareholding ratio of 412%, Suning and Sunac China invested 9.5 billion yuan respectively, with a shareholding ratio of 391%, Jingdong invested 5 billion yuan, holding 206%。
At that time, in the shareholding structure of Wanda Commercial, Wanda Group held 43712%, the largest shareholder, and the shareholding ratio of delisted investors is 14273%, Wang Jianlin's personal shareholding ratio is 6240%, and other shareholders hold 35775%。
After the introduction of the above-mentioned new strategic investors, Sunac China also invested 9.5 billion yuan in May of that year, and Wanda Commercial was renamed Dalian Wanda Commercial Management Group that year.
In March 2021, Dalian Wanda Commercial Management announced the withdrawal of its A-share IPO application after several years of waiting. At the same time, it restructured its asset-light related resources and established Zhuhai Wanda Commercial Management in late March 2021, becoming a newly listed entity that hit Hong Kong stocks.
With the new round of replacement of investors in Zhuhai Wanda Commercial Management, there has also been market news recently that investors such as JD.com, Suning, and Sunac intend to withdraw from their investments in Dalian Wanda Commercial Management Group. Wanda did not comment.
Editor: Lu Zhikun Proofreader: Yan Jingning).