Fake identity, fake official seal, fake agreement, how deep did Wu Xiubo step into?

Stills from "The Great Army Division Sima Yi".

On November 24, 2023, the news of "Wu Xiubo and his company were forcibly held for 466 million yuan" appeared on the hot search, and actor Wu Xiubo, who had been silent for three years, returned to the public eye again.

According to the enterprise investigation, Wu Xiubo and his 99%-owned Horgos Fuji Culture Media Co., Ltd. (hereinafter referred to as Fuji Company) previously added a new piece of information to be executed, with an enforcement target of more than 466 million yuan, and the executor was the Jiangsu Provincial High People's Court.

That night, Wu Xiubo posted two short videos through his personal Weibo, and reposted a long article posted on the official Weibo of the TV series "Tiger Roaring Dragon" the next day, detailing the disputes in the production process of the TV series "Sima Yi", and said that he was "bankrupt by two scammers who carried a case on their backs and set up a situation with fake seals and fake contracts".

The 55-year-old Wu Xiubo was once a late bloomer in the film and television industry. He once said that after graduating from the Central Academy of Drama, he did a lot of business, including opening song halls, restaurants, and film and television soundtracks. It wasn't until the TV series "Before Dawn" was broadcast in 2010 that Wu Xiubo first tasted popularity.

Wu Xiubo is obviously not satisfied with simply being an actor, he frequently participated in the production and distribution of film and television dramas after becoming famous, "Sima Yi" is one of them.

The play is divided into two parts, the upper part of "Military Division Alliance" was broadcast on Jiangsu Satellite TV, Anhui Satellite TV, and Youku Video in June 2017, and was a great success. With more than 6 billion views and a Douban score of 8.2, it is one of the hottest dramas in 2017, and it also won the Feitian Award for Outstanding TV Drama that year. "Tiger Roaring Dragon" is the lower part.

At the same time, due to a dispute over the distribution of interests, the three investors of the film launched a series of civil lawsuits with each other, and also involved a criminal case, and another listed company was affected by its performance decline and was finally delisted.

What kind of "confused account" is behind the popular TV series?

Key persons hold decision-making positions in three companies

In October 2017, the first part of "Sima Yi" was still hot, and the film's investor, Jiangsu Huali Culture Media Co., Ltd. (hereinafter referred to as Huali Company), sued another investor, Dongyang Mengjiangwei Film and Television Culture Co., Ltd. (hereinafter referred to as Mengjiangwei Company), on the grounds that it did not distribute profits as agreed.

The case was heard in public on June 11, 2018 at the Hanjiang People's Court in Yangzhou, Jiangsu Province, and the dispute between the employer and the employer has since surfaced.

Fuji Company once said in a fact sheet that in 2013, Wu Xiubo, a shareholder of the company, suggested the theme of "Sima Yi" to Zhang Jian, who was the deputy general manager of Huali Company at the time, and introduced Mengjiangwei Company to participate in the project investment.

That year, Wu Xiubo was filming "Ma Xiangyang Goes to the Countryside" directed by Zhang Yongxin. Zhang Yongxin once recalled in an exclusive interview that Wu Xiubo was looking for a director for the Sima Yi-themed TV series that was being filmed, and the two were both history lovers, and the same historical outlook and aesthetic taste made Wu Xiubo throw a "hydrangea" to Zhang Yongxin.

According to the judgment documents, on July 27, 2014, Huali Company and Zhang Yongxin signed a director's employment contract, Huali Company stamped the company's administrative seal, and Zhang Jian signed as the company's representative.

Nearly 20 days ago, Huali Company also signed a well-known screenwriter Zheng Wanlong to create the script of "Sima Yi", who participated in the screenwriting of "Iron Tooth Bronze Tooth Ji Xiaolan" and other dramas.

Huali Company is a novice in the film and television industry, and the main business behind the boss is real estate.

According to the enterprise investigation, Jin Hongxing, the actual controller of Huali Company, holds 42.38% of the shares of Jiangsu Huali Real Estate Group Co., Ltd., and was the executive director and general manager of the latter. Founded in 2000, the group is a veteran real estate enterprise in Yangzhou, with a number of projects in the local area, and won the title of "Excellent Real Estate Enterprise in Yangzhou City" for five consecutive years from 2006 to 2010.

However, another investor brought by Wu Xiubo, Meng Jiangwei Company, has rich experience, and the latter has participated in the production of popular dramas such as "The New Four Famous Catches" and "Jingzhong Yue Fei". In April 2014, Mengjiangwei Company was acquired by the listed company Contemporary Oriental (delisted) for 1.1 billion yuan, a premium of 12 times, and Contemporary Oriental set an increase of 1.998 billion yuan.

On December 14, 2015, Huali Company and Mengjiangwei Company signed a joint investment contract, mainly stipulating that the former is the producer of the drama, and the latter is exclusively responsible for the global distribution of the drama, with a total investment of 150 million yuan, with both parties investing 50%.

The next day, Huali Company signed an agreement with Fuji Company, entrusting the latter to shoot and produce the play, and Huali Company was only responsible for investment, and the two parties jointly appointed Zhang Jian as the producer of the play.

At that time, Fuji Company was established less than three months ago, the actual controller Wu Xiubo held 99% of the shares, and Zhang Jian served as the company's legal representative.

In other words, Zhang Jian has three positions in this drama project, not only as the deputy general manager of the play, but also as the legal representative of the production company, and the producer of the film and television project.

Due to the increase in the remuneration of cast and crew, the budget of the play has increased to 220 million yuan. Huali Company and Mengjiangwei Company signed a supplementary agreement a month later, each chasing 35 million yuan.

In February 2016, "Sima Yi", which had been in preparation for nearly three years, finally started filming in Hengdian, during which the broadcast platforms Jiangsu Radio and Television and Youku were also locked in advance, and Mengjiangwei Company was responsible for the distribution according to the agreement.

Mengjiangwei Company first sold the drama to Jiangsu Radio and Television Group at a total price of 200.8 million yuan and broadcast it within the agreed period. Youku also paid 108 million yuan to Mengjiangwei Company for the online issuance of the "Military Division Alliance".

At the end of September 2017, more than two months after the broadcast of "Military Divisions Alliance", Huali Company sent a reminder letter to Mengjiangwei Company and its parent company Contemporary Oriental, asking for the proceeds of the issuance.

Forged official seals and agreements that do not recognize each other

Mengjiangwei seemed to be baffled by Huali's request, and the former said that the two parties and Fuji Company had also signed Supplement II and Supplement III to re-agree on the revenue sharing method.

According to the above two agreements, the budget of the film was increased to 360 million yuan, and Huali Company and Mengjiangwei Company did not make additional investment. Huali Company deducted the cost of its script into 5% of the investment budget, and transferred the remaining 45% of the investment rights and corresponding rights to Fuji Company. At that time, Mengjiangwei Company had already invested 100.25 million yuan, and then transferred the unpaid investment rights and corresponding rights and interests to Fuji Company. The distribution income of Jiangsu Radio and Television belongs to Mengjiangwei Company.

Wu Xiubo also recognized the two agreements. However, these agreements were only stamped with the special seals of the contracts of the three companies, and the column of Huali's signature representative was blank, while Zhang Jian, as the representative of Fuji Company, signed the third supplementary agreement, and the signing date was only printed "2016", and the specific month and date were also blank.

Fuji Company also provided a copy of the agreement between Huali Company and Horgos Premiere Times Film and Television Culture Co., Ltd. (hereinafter referred to as "Premiere Times"), which stated that Huali Company would transfer 5% of the investment share of the drama to Premiere Times at a price of 20 million yuan.

According to the above agreement, Huali Company will no longer enjoy the investment rights and corresponding rights and interests of the film. However, Huali not only did not recognize the above agreement, but also gave two contracts with opposite contents.

On June 5 and 6, 2017, Horgos Huali Company, a holding subsidiary of Huali Company, and Fuji Company signed the "Global Exclusive Agency Distribution Agreement for TV Dramas" and the "TV Drama Information Network Dissemination Agency Distribution Agreement", mainly stipulating that all the distribution income of the drama series will be entered into the account of Fuji Company, and then divided in half by Fuji Company and Huali Company, and the distribution income of the cooperative investor Mengjiangwei Company will be handled by Fuji Company. Jin Hongxing signed the contract on behalf of Huali Company, and Zhang Jian signed the contract on behalf of Fuji Company.

Just a few days ago, on May 31, 2017, Fuji Company just signed a contract with Youku, and the former granted the information network dissemination rights of the show and its sublicensing to the latter, with a total price tentatively set at 600 million yuan.

In addition, Jin Hongxing also alleged that on the two supplementary agreements proposed by Mengjiangwei Company, Huali Company's seal was forged by others, which involved another criminal case.

On November 8, 2017, one month after Huali sued Mengjiangwei, the Yili Prefecture Public Security Bureau decided to file a case for investigation on suspicion of embezzlement and misappropriation of funds.

In the interrogation transcript, Zhang Jian claimed that his appointment as the legal representative of Fuji Company was approved by Jin Hongxing, and that the above-mentioned two supplementary agreements and the special seal of the contract with the premiere era agreement on Huali Company were also engraved at the behest of Jin Hongxing. Jin Hongxing denied this.

Zhang Jian's criminal verdict shows that Zhang Jian illegally took possession of 21.768 million yuan of Fuji Company's property, which amounted to a huge amount, constituting the crime of embezzlement, and was sentenced to seven years in prison, ending on June 2, 2025.

The court also found that although Huali signed a memorandum with Zhang Jian in April 2014, stating that it would establish a Beijing branch of Huali Company and hire Zhang Jian as the general manager of the company, the Beijing branch of Huali Company had not been registered.

This means that Zhang Jian, who was deeply involved in the whole production of the play and was regarded as a representative of Huali Company by Wu Xiubo and Mengjiangwei Company, has never obtained a legal identity.

As for Zhang Jian's identity, only his criminal verdict indicates that he was "born in Linkou County, Heilongjiang Province on August 10, 1968". How he got involved in this mega TV series is unknown.

In the lawsuit filed by Huali against Mengjiangwei, the Yangzhou Intermediate People's Court upheld the original judgment in the second instance and supported Huali's claim of 50% of the issuance revenue. Since then, Huali Company, Mengjiangwei Company and Fuji Company, which is controlled by Wu Xiubo, have launched a series of lawsuits.

Wu Xiubo reposted a long Weibo post saying that the case filed by Horgos Huali against Fuji Company was brought to the Jiangsu Provincial High Court, and the latter lost the case, and the former had to pay 50% of the issuance income and liquidated damages four times the bank interest rate, totaling about 500 million yuan. In November 2023, the Supreme People's Court upheld the judgment of the Jiangsu High Court.

Fuji Company has repeatedly raised jurisdictional objections in its related cases with Mengjiangwei Company, Huali Company and Horgos Huali Company, hoping that the cases will be heard by the courts in Beijing, but they have not been successful.

In the second half of 2016, "Sima Yi", the "Great Military Division" has not yet been completed, and the two real estate companies held by Jin Hongxing have begun to concentrate on judicial cases. According to the enterprise investigation, Jiangsu Huali Real Estate Group Co., Ltd. is currently carrying 137 judicial cases, with a total amount of about 352 million yuan.

Around 2021, a number of property market self-media in Yangzhou issued articles saying that the delivery of the Yangzhou Zhigu Huafu project was delayed for several years, the owner could not apply for the real estate certificate, and the canal villa project was suspected of being suspended and unfinished. Both properties are developed by Huali Property Group.

According to Ali auction information, on November 17, 2020, a 92.72-square-meter residence in Yangzhou Shangri-La Manor was successfully traded for 1.76 million yuan, and the owner was Jin Hongxing, a major shareholder of developer Huali Real Estate Group.

According to the enterprise investigation, Jin Hongxing is currently restricted from high consumption and is an executor, with a total amount of about 209.6 million yuan.

Affected listed companies

In 2014, when the company acquired Mengjiangwei Company, Contemporary Oriental not only increased its working capital by 500 million yuan, but also attracted many celebrity investors to participate in the private placement, Wu Xiubo is one of them.

According to the announcement of Contemporary Oriental, in the above-mentioned private placement, Southern Capital Management Co., Ltd. subscribed for about 550 million yuan, including 15 million yuan subscribed by Wu Xiubo, and Fashion Starlight (Beijing) Culture Media Co., Ltd., a subsidiary of the fashion group, and Su Mang, its then president, subscribed for 10 million yuan and 5 million yuan respectively.

Xu Jiaxuan, the actual controller of Mengjiangwei Company at that time, and the two shareholders also signed a VAM agreement with Contemporary Oriental, promising that the net profit of Mengjiangwei Company from 2014 to 2016 would not be less than 100 million yuan, 135 million yuan and 200 million yuan respectively.

Mengjiangwei Company also made the deal as promised. From 2014 to 2016, Mengjiangwei achieved net profit attributable to the parent company of 109 million yuan, 141 million yuan and 211 million yuan respectively. Mengjiangwei Company is undoubtedly the largest performance reliance of Contemporary Oriental, as a reference, Contemporary Oriental's net profit attributable to the parent company in the same period was 177 million yuan, 111 million yuan and -556,200 yuan.

After the VAM was realized, Xu Jiaxuan left Contemporary Oriental on July 25, 2017, and the company's performance immediately changed face. The net profit attributable to shareholders of Contemporary Oriental decreased by 38.20% year-on-year and 1559.79% year-on-year in 2018.

In 2019, Contemporary Oriental replied to the inquiry of the Shenzhen Stock Exchange, saying that the departure of the core team led by Xu Jiaxuan had a certain impact on the business of Mengjiangwei, causing its revenue and profit to decline in 2017. On the other hand, due to the negative public opinion of film and television actors, Mengjiangwei's performance in 2018 fell sharply and suffered losses.

On July 4, 2022, Contemporary Oriental was delisted and delisted from the Shenzhen Stock Exchange.

A month earlier, Southern Capital cleared its holdings of Contemporary Oriental shares at a transfer price of 0.27 yuan per share, while Wu Xiubo and others subscribed at a price of 10.8 yuan per share.

The total clearance transfer price of Southern Capital was 25.3633 million yuan. Southern Capital also reduced its holdings of 7.9138 million shares at a price of 6.358 yuan per share in December 2019 and cashed out 50.3159 million yuan. In total, Southern Capital recovered only 75.68 million yuan in contemporary oriental stocks, a loss of 86%.

Another listed company affected by "Sima Yi" is Great Wall Film and Television.

In October 2016, Great Wall Film and Television issued a suspension announcement on the planning of a major asset restructuring, saying that it planned to acquire Beijing Premiere Times Culture Media Co., Ltd.

Great Wall Film and Television said in its reply to the inquiry of the Shenzhen Stock Exchange that year that the company to be acquired subsidiary Horgos Premiere Times had signed a contract to transfer 5% of Huali's investment share of "Sima Yi", with an investment amount of 20 million yuan.

In response to the CSRC's inquiries in 2018, Great Wall Film and Television disclosed more details of its agreement with Huali.

On April 25, 2016, the two parties signed a contract stipulating that Jiangsu Huali would ensure that the net return on investment in the drama in the premiere era would not be less than 70%, and the higher part would be shared by Jiangsu Huali and the premiere era in accordance with the proportion of 60% and 40%. On May 6, the two sides signed a supplementary agreement to adjust the ratio to 70% and 30%.

According to the above announcement, the drama was broadcast in June 2017, and due to the disagreement between the investors in the implementation of the contract, the premiere era did not actually recognize the income of the invested TV series "Military Division Alliance" out of the principle of prudence.

Great Wall Film and Television then terminated its acquisition of Beijing Premiere Times. On May 7, 2021, Great Wall Film and Television was delisted and delisted from the Shenzhen Stock Exchange.

At present, Wu Xiubo is still a listed company happy blue ocean (300528. SZ) is the fourth largest outstanding shareholder, holding 1.5% of the shares, with a reference market capitalization of 62 million yuan.

Happy Blue Ocean is the first state-controlled listed company on the Growth Enterprise Market (GEM) to invest in the production of TV dramas and operate the entire film industry chain, and its largest shareholder is Jiangsu Radio and Television Group Co., Ltd., which was listed on the Shenzhen Stock Exchange in 2016.

At the end of 2011, Happy Blue Ocean recruited 13 strategic investors, and Wu Xiubo subscribed 45.0384 million yuan to become one of them. According to the prospectus of the happy blue ocean, 15.0384 million yuan of Wu Xiubo's subscription funds are his own funds, and the remaining 30 million yuan is a loan.

The third quarter report of Happy Blue Ocean in 2023 shows that Wu Xiubo's shareholding is frozen.

Regarding the contract dispute over "Sima Yi", Wu Xiubo's agent politely declined an interview with a reporter from Southern Weekly. Southern Weekend reporters called Qichacha Shanghuali and a number of Jinhongxing-affiliated companies, but they were all empty or unanswered.

Southern Weekly reporter Shi Xuan

Editor-in-charge: Zhang Yue