Source: Prism
Author | Yue Jiachen
Produced by | Prism Tencent Xiaoman Studio
In history, Sima Yi is known for his prudence, but in the film and television drama "Sima Yi", Sima Yi's actor Wu Xiubo was caught in several lawsuits, and in his words on Weibo, he was "ruined".
Recently, Horgos Fuji Culture Media Co., Ltd. (hereinafter referred to as "Fuji Culture"), a subsidiary of well-known actor Wu Xiubo, has added information on the person subject to execution, with an execution target of about 466 million yuan. This allowed Wu Xiubo, who had been lost for a long time, to return to the public eye in an "alternative" way.
This new information on the person subject to execution is related to "Sima Yi", which was one of the hottest TV series in 2017 and won the Feitian Award for Outstanding TV Drama that year. Now, six years have passed since the broadcast of "The Great Military Sima Yi", but the disputes between the show's investors, producers and Wu Xiubo over the distribution of income have never stopped.
Why does the popular film and television work make the leading actor bear huge losses? What kind of dispute is behind this?
On Weibo, Wu Xiubo described his experience as "being made a game". Behind this, there are many confusing accounts and many suspicious contracts, as well as a legal representative with the flaw of "dual agency".
The author of "Prism" restored the ins and outs of this bizarre case based on public legal documents.
Foreshadowing
The story revolves around Fuji Culture, Huali Company, and Mengjiangwei.
In this drama, Fuji Culture is the producer and is responsible for the filming of the series, and the actual controller Wu Xiubo holds 99% of the shares. Jiangsu Huali Culture Media Co., Ltd. (hereinafter referred to as "Huali Company") and Dongyang Mengjiangwei Film and Television Culture Co., Ltd. (hereinafter referred to as "Mengjiangwei") are the investors.
Huali Company is a "new player" in the film and television industry, according to public information, the boss Jin Hongxing is a well-known real estate developer in Yangzhou, Jiangsu, holding 42.38% of the shares of Jiangsu Huali Real Estate Group Co., Ltd. Meng Jiangwei has rich experience in the film and television industry, and has participated in the production of "The New Four Famous Catches" and other plays.
(Author's drawing)
On December 14, 2015, Huali Company and Mengjiangwei signed a "joint investment agreement", with a total investment of 150 million yuan and 75 million yuan each. Meng Jiangwei is responsible for the global distribution of the play, and the right to benefit is shared by both parties according to the proportion of investment.
Zhang Jian, a native of Heilongjiang, is the core figure in this case, and also plays an important role in the investment and filming process of "Sima Yi".
In September 2015, Wu Xiubo registered and established Fuji Culture, and Zhang Jian served as the legal representative and general manager. One day after the above-mentioned "joint investment agreement" was signed, Fuji Culture signed a "filming and production agreement" with Huali Company, Fuji Culture became the producer of the show, and Zhang Jian served as the producer, responsible for the daily management of the crew and the supervision of financial expenditures.
However, in addition to the legal representative of Fuji Culture and the producer of "Sima Yi", Zhang Jian also has a third identity, that is, the deputy general manager of the investor Jiangsu Huali Company.
However, for this identity, in the subsequent disputes, Wu Xiubo and Huali Company insisted on their own words, and they were not recognized by the court.
According to the facts ascertained by the Khorgos court, in April 2013, Jiangsu Chenghong Culture Media Co., Ltd., the predecessor of Huali Company, signed a "memorandum" with Zhang Jian. According to the "memorandum", Huali Company plans to set up a branch in Beijing and hire Zhang Jian as the deputy general manager of the Beijing branch.
However, although Huali owned the Beijing office, the Beijing branch of Huali was never registered, and the court ruled that Zhang Jianhuali's identity as the "deputy general manager" was not established.
According to Wu Xiubo's Weibo, Wu Xiubo and Zhang Jian met in 2011. But the cooperation between the two only began in 2015, when Wu Xiubo wanted to retell the story of the Romance of the Three Kingdoms from Sima Yi's perspective.
Under the triple identity, does Zhang Jian represent the interests of Wu Xiubo's Fuji Culture, or the interests of the real estate boss Jin Hongxing's Huali Company? When the two sides are like brothers, maybe everything is easy to say, but when the two sides tear their faces, the risks brought about by Zhang Jian's multiple identities become the foreshadowing of the protracted disputes that followed.
On January 25, 2016, due to budget overruns, Huali Company signed a "Supplementary Agreement I" with Mengjiangwei to increase the investment in the play to 220 million yuan.
There is no problem at this point, and the authenticity of the above-mentioned "Joint Investment Agreement" and "Supplement I" has also been recognized by the parties involved.
From "wage earners" to investors
In February 2016, "Sima Yi", which had been in preparation for nearly three years, started filming in Hengdian.
In the summer of that year, "Sima Yi, the Great Military Division", received two sums of funds. On June 30, 2016, the distributor Meng Jiangwei sold the drama to Jiangsu Radio and Television Group for 200.8 million yuan, of which the first installment of 80.32 million yuan arrived on August 17. From July to September 2016, Youku also paid 108 million yuan for online issuance.
However, before and after the arrival of these two funds, Huali Company, Mengjiangwei and Fuji Company signed a number of agreements.
According to Wu Xiubo's Weibo account, on June 19, 2016, Zhang Jian met with Wu Xiubo and the head of Meng Jiangwei and proposed an additional budget of 360 million yuan, but Jin Hongxing, the owner of Huali, asked for a withdrawal after assessing the risk.
Thus, there are "Supplementary Agreements II" and "Supplementary Agreements III". The above agreement stipulates that the budget of the film will be increased to 360 million yuan, and Huali Company and Mengjiangwei Company will not make additional investment.
At the same time, Mengjiangwei transferred 50% of the investment income rights to Wu Xiubo's Fuji Culture, and only retained the distribution income of Jiangsu Satellite TV. At that time, Mengjiangwei Company had invested 100.25 million yuan in place, and the agreement stipulated that Mengjiangwei would obtain all the distribution income of the play from Jiangsu Radio and Television Group.
Huali Company deducted the cost of its script into 5% of the investment budget and retained it, and then transferred the remaining 45% of the investment rights and corresponding rights to Fuji Culture.
According to Wu Xiubo's Weibo, after the signing of the "Supplementary Agreement II" and "Supplementary Agreement III", Huali Company has de facto withdrawn its investment, and Mengjiangwei will no longer make additional investment. At this time, Fuji Culture has transformed from a "wage earner" to an investor, with a total of 95% of the income rights. And Fuji Culture replaced Mengjiangwei as the publisher.
In these two supplementary agreements, Fuji Culture has almost maximized its benefits and obtained the majority of the investment income rights.
However, the two supplementary agreements leave doubts as to the form in which they were signed.
According to the legal documents, the previous "Joint Investment Agreement" and "Supplementary Agreement I" both had the signature and written date, month and date of the legal representative of Huali Company, but the "Supplementary Agreement II" and "Supplementary Agreement III" were only stamped with the special seals of the three companies concerned, and the column of the signing representative of Huali Company was blank, and the signing date was only printed "2016", without a specific date.
What is puzzling is that with such an obvious flaw, why didn't Wu Xiubo and Meng Jiangwei find it?
At the end of 2016, Huali Company "again" transferred its investment rights and interests, and transferred 5% of the investment rights and interests of "Sima Yi" to Horgos Premiere Times Film and Television Culture Co., Ltd. (hereinafter referred to as "Premiere Times") for 20 million yuan. According to the bank receipt, Huali Company has received a remittance of 20 million yuan from the premiere era on December 12, 2016, and the payment details are "investment funds".
Based on this, Wu Xiubo and Mengjiangwei Company both believe that after the transfer of the above-mentioned investment rights and interests in the premiere era, Huali Company no longer enjoys any investment income from "Sima Yi".
On June 22, 2017, "Sima Yi" premiered simultaneously on Jiangsu Satellite TV, Anhui Satellite TV, and Youku. However, in September 2017, Mengjiangwei suddenly received a demand letter from Huali Company, asking for the issuance of rights.
"The Great Seal of Radish"
The sudden collection made Meng Jiangwei feel strange. And in the same month, a "bomb" was dropped on Wu Xiubo and the alliance generals.
On September 5, 2017, Jin Hongxing, the boss of Huali Company, appeared in Beijing and made an appointment to meet Wu Xiubo and Meng Jiangwei. On the same day, Jin Hongxing said that he did not recognize the "Supplementary Agreement II", "Supplementary Agreement III" and the transfer of 5% investment interests and the premiere era, saying that these three agreements were all made by Zhang Jian privately engraved with the official seal.
According to Jin Hongxing's understanding, Huali Company has never withdrawn its capital, so the income distribution will return to the provisions of the "Joint Investment Agreement" and "Supplementary Agreement I", and Huali Company enjoys half of the investment income.
On December 22, 2017, the appraisal opinion of Nanjing Southeast Judicial Appraisal Center showed that the two seals on the "Supplementary Agreement II" and "Supplementary Agreement III" "Jiangsu Huali Culture Media Co., Ltd. Contract Special Seal" and the printed text "Jiangsu Huali Culture Media Co., Ltd. Contract Special Seal" were not stamped with the same seal. This gave Wu Xiubo a "slap in the face".
According to the transcript of Zhang Jian's interrogation by the Yili Prefecture Public Security Bureau, Zhang Jian admitted to the act of privately carving the official seal, but Zhang Jian said that it was a special seal for the contract that was engraved at the behest of Jin Hongxing.
However, Jin Hongxing, the owner of Huali Company, does not agree with this statement. Jin Hongxing said in the interrogation record that he did not instruct Zhang Jian to privately engrave the seal of Huali Company.
After the signing of "Supplementary Agreement 2" and "Supplementary Agreement 3", the crew remitted a total of 39 million yuan to Huali Company, and Zhang insisted that this was part of the investment money returned by Fuji Culture to Huali Company. Jin Hongxing said that the 39 million yuan was a loan.
In response to the 20 million yuan that the above-mentioned premiere Times Company stated as "investment money" in the remittance details, Jin Hongxing also insisted that the nature of the money was a loan.
Jin Hongxing said in the interrogation record: "On December 12, 2016, I suddenly learned that the premiere time company called Huali Company 20 million yuan, and asked Zhang Jian the reason, Zhang insisted that he borrowed 20 million yuan from the premiere time company, and the 'investment money' written in the payment details was written incorrectly. ”
In addition, the two parties also disagreed on the actual amount invested by Huali Company. Due to Zhang Jian's multi-position position and the large amount of money exchanged between Huali Company and Fuji Culture, it is difficult to determine which money is an investment fund.
In Wu Xiubo's view, Huali Company was in the "white wolf with empty gloves" throughout the whole process, and the actual investment money was only 27.6 million yuan for the crew. However, this statement was not accepted by the court.
Specifically, Huali Company remitted 208 million yuan to Fuji Culture, plus script fees, director fees, etc., totaling 225 million yuan. However, 178 million yuan of it was paid by Huali in the name of borrowing. The point of contention between the parties is whether the money in the name of "borrowing" can be regarded as investment funds.
Returning to the "Joint Investment Agreement" and "Supplement I", according to the agreement, Mengjiangwei needs to allocate the investment funds to the account designated by Huali Company, and then Huali Company will pay the fees to all parties.
Of the RMB 208 million remittance from Huali to Fuji Culture, if the RMB 178 million paid to Fuji in the name of the loan is not an investment fund, the amount approved by Fuji Culture is only RMB 30 million. This contradicts the previous investment of 100.25 million yuan in Mengjiangwei, which was recognized by Fuji Culture.
In the end, the court determined that Huali's investment was 125 million yuan.
(Author's drawing)
"Depth charges" surfaced
At this point, if the "Supplement II" and "Supplement III" were only overturned, and the original "Joint Investment Agreement" and "Supplement I" were returned, and the issuer agreed at that time was Mengjiangwei, then Huali Company and its actual controller, Jin Hongxing, could only claim half of the issuance income from Mengjiangwei.
However, in the follow-up progress, Fuji Culture has become the distributor, holding all the distribution income except for Jiangsu Satellite TV, which can be said to be "full of money".
At this time, a much larger "bomb" surfaced.
Huali Company took out the "Global Exclusive Agency Distribution Agreement for TV Dramas" and the "Agency Distribution Agreement for TV Drama Information Network Transmission Rights" signed by its related party Horgos Huali and Fuji Culture on June 5 and June 6, 2017 respectively. Under the two agreements, Huali will receive 50% of the show's distribution revenue.
Coincidentally, just 6 days before the signing of the above-mentioned "TV Drama Global Exclusive Agency Distribution Agreement" and "TV Drama Information Network Dissemination Right Agency Distribution Agreement", Fuji Culture and Youku have just signed a "film and television work authorization contract" worth 672 million yuan.
However, in the subsequent disputes, Fuji Culture did not recognize this licensing contract. Specifically, the two agreements were signed by Zhang Jian, the legal representative, and stamped with the special seal of the Fuji Culture contract, but Wu Xiubo said that he had never seen these two agreements.
What is strange is that the "Supplementary Agreement II" and "Supplementary Agreement III", which Wu Xiubo was "convinced of" before, were stamped with the "carrot seal", while these two agreements that had never been seen before were stamped with real seals.
The crux of the problem was still on Zhang Jian, the legal representative of Fuji Culture at that time. Regarding the two agreements, which Wu Xiubo said he had "never seen", Zhang Jian explained to the police that at that time, Jin Hongxing asked him to help sign the two agreements on the grounds that Khorgos Huali needed a loan, and promised to terminate them as soon as possible after obtaining a bank loan.
As a result, not only did the above agreement not be dissolved, but it became an important "weapon" in the subsequent litigation with Fuji Culture.
Since October 2017, Huali Company and Horgos Huali have sued Mengjiangwei and Fuji Culture respectively with the "Joint Investment Agreement" and "Supplementary Agreement I", the "Global Exclusive Agency Distribution Agreement for TV Dramas" and the "Agency Distribution Agreement for TV Drama Information Network Transmission Rights", demanding that they share half of the distribution income of "Sima Yi", Jiangsu Radio and Television, Anhui Radio and Television, and Youku.
So far, a number of subjects have sued Fuji Culture, and the lawsuit that lasted for more than 6 years has begun, during which the lawsuit has accumulated more than 20 cases, and Huali Company won the lawsuit and has the right to claim the distribution of the corresponding income. Fuji Culture almost completely lost the lawsuit and faced huge compensation.
Among them, the case of Horgos Huali against Fuji Culture was brought to the Jiangsu High Court, and Fuji lost the case, and Fuji Company was required to pay 50% of the issuance income and liquidated damages in accordance with the two "never-seen" agreements with Horgos Huali, totaling about 500 million yuan.
In November 2023, the Supreme People's Court upheld the original verdict in the case of Horgos Huali against Fuji Culture. After three trials, Wu Xiubo lost the case. At this time, more than six years have passed since the premiere of "Sima Yi".
On June 3, 2018, Zhang Jian, the "troublemaker", was criminally detained by the Yili Prefecture Public Security Bureau on suspicion of misappropriation of funds and embezzlement, and was arrested by the Yili Prefecture Procuratorate the following month. In May 2019, the Khorgos court found that Zhang Jian took advantage of his position to embezzle 21.768 million yuan of the company's finances and sentenced him to 7 years in prison.
However, another Criminal Ruling shows that the Khorgos Prosecutor's Office, the prosecuting authority, applied to withdraw the prosecution on the grounds that the facts and evidence had changed, and the Khorgos Court granted it.
In addition, according to the Weibo forwarded by Wu Xiubo, in 2019, after seeing the overturning of supplementary agreements 2 and 3, the alliance general, who was originally on the same front as Fuji Culture, also filed a lawsuit against Fuji Culture, demanding 50% of the income and liquidated damages, and the principal amount claimed alone reached 300 million yuan.
The Weibo concludes by writing that in these lawsuits, Fuji Culture will face a loss of up to 1 billion, which is a "debt" that Wu Xiubo may not be able to repay for the rest of his life.