Proposals submitted by the board of directors for consideration are rejected by shareholders' meetings, which is not common in China's capital markets. This scene will be staged as soon as 2024 begins, and it also happened in the listed company that Wang Jianlin, the richest man in the past, actually controlled, Wanda Film (002739SZ).
Wanda Film's first extraordinary general meeting of shareholders in 2024 will be held on January 8. Three days before that, the address of the on-site meeting was changed from the conference room on the 10th floor of Block B of Beijing Wanda Plaza to the 7th floor of Wanda Vista Beijing, on the grounds that it was more convenient for shareholders to attend the meeting.
In fact, the address of both locations is No. 93 Jianguo Road, Chaoyang District, Beijing, the difference is that Wanda Plaza Block B is where Wanda's operation headquarters is located, and the conference room on the 10th floor is Wanda's internal conference room, while Wanda Vista is an open, open five-star hotel, as long as you can afford to spend money, anyone can come.
It was at this extraordinary general meeting of shareholders that the "Proposal on Adjusting the Performance Commitments for the Issuance and Purchase of Share Assets and Related Party Transactions" (hereinafter referred to as the "Proposal") submitted by the current board of directors of Wanda Film was rejected. Among the shareholders who participated in the voting, the shareholders who voted against accounted for 70 percent of the shares6811%, with 27 votes in favor4759%, a huge difference between the two. In addition, hold 18,430% abstained.
Many friends said,This result was more or less unexpected.
The name of the bill is very long, and the content is more complicated. In a nutshell, it is necessary to adjust the relevant matters of performance commitments.
It all started back in 2019. In April of that year, with the approval of the regulatory authorities, Wanda Film issued shares to 20 counterparties, including Beijing Wanda Investment, hereinafter referred to as Wanda Investment) and Shen County Rongzhi Industrial Management Consulting Center (Limited Partnership) (hereinafter referred to as Shen County Rongzhi), and issued shares to Wanda Film and Television Media (hereinafter referred to as Wanda Film and Television) 957,683% of the equity was loaded into Wanda Film, and it was listed.
In this process, Wanda made a commitment to the performance of Wanda Film and Television: the net profit in 2018, 2019, 2020, and 2021 will not be less than 7 respectively6.3 billion, 88.8 billion, 106.9 billion, 127.4 billion. If the standard is not met, the compensation clause will be triggered.
Due to the impact of various factors such as the epidemic, the above performance commitments have not been fully fulfilled. As a result, in 2021, Wanda Film was voted by the shareholders' meeting to adjust the performance commitment plan, excluding 2020, which was the most severely affected by performance, and supplementing 2022 as an alternative. However, in 2022, the promised performance still failed to be achieved, so Wanda Film hopes to adjust the performance commitment plan again in the same way, and remove 2022 and replace it with 2023.
However,This time, Wang Jianlin did not get what he wanted like in 2021.
What happens if you don't meet your performance commitments? How do I fulfill my compensation? This is the crux of the matter. Putting aside the complicated terms of various agreements, if you only look at the result, that is, to cancel the shares, more specifically, Wang Jianlin's side wants to cancel a certain proportion of Wanda Film shares. This happened in 2020 and 2022, because in 2019 and 2021, Wanda Film failed to meet its performance commitments.
Take this compensation in 2022 as an example, after negotiation by all partiesWanda Investment at that time was liable for compensation. The formula for calculating the compensation amount is also very complex, which is simply divided into two steps: the first step is to calculate the amount of compensation that should be compensated in the current period by combining multiple indicators; The second step is to convert the current compensation amount into equity according to a certain **, and then cancel this part of the equity. After complex calculations, the amount of compensation payable for the current period is 170502948850 yuan, converted into equity is 51356310 shares, and in the end, this part of the equity was cancelled. As for the compensation in 2019, it was the cancellation of 43754034 shares.
If the total number of assets remains the same, the number of shares decreases, and the remaining assets and values corresponding to each share become higher than the original, which plays a role in compensation. So,In the case that Wanda Film still cannot achieve the promised performance in 2022, if the plan is not adjusted, then the compensation clause in the form of cancellation of shares will be triggered again.
In July 2023, Wanda Investment will hold 814% of the equity was transferred to Shen County Rongzhi, so that Shen County Rongzhi held a total of 10 Wanda Films at that time21% of the equity, although Wanda Investment and Shenxian Rongzhi were actually controlled by Wang Jianlin at that time, the two companies still signed an agreement to transfer the equity at the same time, Shenxian Rongzhi with all the shares of Wanda Film held by it to undertake the performance commitment compensation obligation. As a result, the subject of the compensation obligation has changed from Wanda Investment to Shenxian Rongzhi.
A larger deal that has taken place since then seems to explain the reason for the transfer. At the end of 2023, Wang Jianlin cleared all the shares of Wanda Investment, and Ruyi Film and Television, controlled by Ke Liming, who was born in the 80s, took overThrough this deal, the control of Wanda Film has changed from Wang Jianlin to Confucian Film and Television. However, Wang Jianlin's side did not completely withdraw from Wanda Films, but held 109% equity. Lin Ning is Wang Jianlin's wife.
Therefore, when Wanda Film's performance commitment in 2022 cannot be met and compensation is required, part of the equity held by Xinxian Rongzhi, which has the obligation to compensate, will be cancelled. As for how many shares to be cancelled, it still has to be calculated according to a complex formula, and the work should be left to professionals.
Wang Jianlin's wish is to remove 2022 from the promised performance and replace it with 2023, and the other commitment conditions remain unchanged. It is said that the finance department of Wanda Film has calculated that Wanda Film is expected to be profitable by the fourth quarter of 2023, and as of September 30, 2023, Wanda Film and Television's net profit attributable to shareholders of listed companies is about 2700 million yuan. In this case, even if the promised performance cannot be achieved, the shares held by Shenxian Rongzhi can fulfill the performance compensation obligation.
The voiceover of this sentence can be made up by yourself.
However,This time, shareholders didn't buy it as they had before. So, who voted against the Bill? Obviously, it is not enough to rely on the votes of small and medium-sized investors to veto the bill, although the public investors hold 60 Wanda Films84% equity.
The current shareholding structure of Wanda Film is: Ruyi Film and Television holds 20% of the shares through Wanda Investment, and Shen County Rongzhi Wanda Culture and Lin Ning hold 10% of the shares9%, and Lu Lili, the "boss lady" of Oriental Wealth, holds 826%, and the rest are 60% held by public investors84%。Among the top ten shareholders disclosed in the financial report for the third quarter of 2023, the third place is Hangzhou Zhenxi Investment Management*** hereinafter referred to as Hangzhou Zhenxi), with a shareholding ratio of about 619%。
Since Wanda Investment, Shenxian Rongzhi, Wanda Culture, and Lin Ning are all related parties, none of them attended or voted when the "Proposal" was deliberated at the extraordinary general meeting of shareholders. More than 70% of the remaining shareholders voted againstThe roles of Lu Lili and Hangzhou Zhenxi are very subtle. What is their attitude towards the Bill? Was it a yes or no vote? Without officially disclosed information, we dare not speak falsely.
Friends in the capital market speculate that there is a high probability that shareholders holding more than 5% of the shares will vote against it. Of course, this is just his personal speculation. However, one thing is clear, this time, Wang Jianlin failed to get his wish and cancelled the equity of Wanda Film held by Shen County Rongzhi, which is obviously related to his vital interests.
Many friends around him admire Wang Jianlin, as the richest man in the past, Wang Jianlin's "immortal bird" characteristics are particularly worthy of respect. Whenever a crisis comes, he can always make a decisive move, and he will not hesitate to make profits to survive, such is the case with Sunac in the century, the change of control of Wanda Films, the continuous ** Wanda Plaza assets, and the cooperation with PAG Investment is still the sameWang Jianlin is not afraid of compromise, as long as he compromises, he can get what he wants.
The veto is not the end, but another beginning. How will the immortal bird Wang Jianlin communicate with the shareholders, whether to revise the plan and resubmit it, or to fulfill the compensation obligations in accordance with the rules that have been set. Wang Jianlin and Wanda's movie story is not over yet, will Wanda Films be an exception? It is no longer just Wang Jianlin and Wanda themselves who decide this answer.