Wanda went ashore and the "Country Gardeners" disembarked

Source of this article: Times Weekly Author: Lin Xinlin

In just a few days, the investor alliance behind Wang Jianlin has undergone a reshuffle.

Image source: Picture Worm Creative

Since Zhuhai Wanda Commercial Management failed to complete the listing by the end of 2023 as scheduled, according to the VAM agreement, Wanda had to repurchase the relevant shares and pay interest, which is not a small amount. However, just when the distance was approaching, Wang Jianlin's "nobles" made a move.

On December 12, PAG and Dalian Wanda Commercial Management Group jointly announced the signing of a new investment agreement, under which PAG will join other investors to reinvest in Zhuhai Wanda Commercial Management after the redemption of its investment in 2021. Under the new agreement, Dalian Wanda Commercial Management's shareholding in Zhuhai Wanda Commercial Management will be reduced to 40%.

An industry insider close to Wanda revealed that after the transaction, Dalian Wanda Commercial Management will successively receive nearly 30 billion yuan of incremental funds. In order to stabilize Wanda's financial security, Wang Jianlin also made a large degree of concessions, not only losing absolute control of Zhuhai Wanda Commercial Management, but also handing over control of Wanda Film, an A-share listing platform.

It is reported that the new investment will no longer set up a VAM agreement for listing, and the VAM agreement that has been hanging in Wang Jianlin's heart for two years has been scrapped, and the former richest man in China and the Wanda Group behind him have been able to temporarily escape from the storm.

The light boat had crossed the Wanzhong Mountain, and Wang Jianlin once again had a chance to take a breather and go ashore. A series of transfers around Wanda's equity were also presented to the public.

Yonghui Supermarket, Country Garden Clearance Shares, Sun Xishuang and Ke Liming are advancing bravely.

The circle of friends of the richest man

Behind each of the richest men stands a group of friends with deep pockets.

Back then, when Evergrande was listed on the Hong Kong stock market and later sought to return to A, the "Big D Club" helped Xu Jiayin. And Wang Jianlin was able to enter and exit the capital market, and he was also inseparable from the support of his friends.

The real estate giant has spent almost half of its history in the struggle with capital markets. In 2005, Wanda REITs were approved in Hong Kong, and in 2006 they planned to go public on the red chips, but nothing happened, and in 2007, Wang Jianlin planned to list Wanda on the A-share market, but due to the industry environment again, it finally turned to the Hong Kong capital market.

In 2013, Wang Jianlin became the richest man on the Forbes list of China's richest people with a net worth of 86 billion yuan, and on December 23 of the following year, Wanda Commercial officially landed on the Hong Kong Stock Exchange, raising as much as 28.8 billion Hong Kong dollars, becoming the largest IPO on the Hong Kong Stock Exchange that year. On the day of the listing bell, Wang Jianlin expressed his gratitude to Lu Zhiqiang and other friends of Oceanwide Holdings in his speech. Lu Zhiqiang is Wang Jianlin's old friend, and Oceanwide Holdings also invested 5 billion yuan in Wanda Pictures and Wanda Film and Television to help Wanda Pictures reorganize and go public.

However, Wanda Commercial did not set off a bigger storm in Hong Kong's capital market. Due to the long-term downturn in the stock price, less than two years after the listing, Wang Jianlin made the decision to privatize Wanda Commercial and announced its delisting in September 2016. In Wang Jianlin's own words, "We can't be sorry for my friends and shareholders, so we must privatize it." ”

At that time, in order to repurchase shares from the public, Wang Jianlin found a number of consortia such as Ping An of China and Shanshan Holdings to raise more than 30 billion yuan and signed a VAM agreement, Dalian Wanda Commercial Real Estate Co., Ltd. (hereinafter referred to as "Wanda Commercial") must be listed on the main board of A-shares two years after the delisting of Hong Kong stocks, that is, before August 31, 2018, otherwise Dalian Wanda Group needs to repurchase all about 14% of the shares.

At the beginning of 2017, Wang Jianlin sang four songs in one breath at Wanda's annual meeting, "Waiting", "Friend", "Nothing" and "Husband and Wife Return Home". After delisting and leading the war in 2016, the former richest man has to do another big job.

However, the situation took a sharp turn for the worse, and Wanda fell into a debt crisis in the next two years, from "buying, buying, buying" to "selling, selling, selling", Wang Jianlin broke his wrist. In July 2017, Wanda sold its cultural tourism and hotel projects in a package, and its ally Sun Hongbin began to appear, and Sunac took over 13 Wanda cultural tourism projects with 43.84 billion yuan. Subsequently, Wanda proposed a "comprehensive asset-light" strategy and divested its real estate business.

On March 1, 2018, Dalian Wanda Commercial Real Estate Co., Ltd. officially changed its name to Dalian Wanda Commercial Management Group Co., Ltd. (hereinafter referred to as "Wanda Commercial Management"), that is, from "commercial real estate" to "commercial management".

As the gambling deadline for re-listing approached, Wang Jianlin found a new wave of allies. In January 2018, Tencent Holdings, as the main sponsor, signed a strategic investment agreement with Suning, JD.com, Sunac and Dalian Wanda to acquire the 14% stake held by the consortium introduced at the time of the delisting of Wanda Commercial's H-shares for about 34 billion yuan.

Among them, Suning and Sunac China announced that they invested 9.5 billion yuan respectively, with a shareholding ratio of 3.91%, in addition, it was reported that Tencent invested 10 billion yuan, accounting for 4.12% of the shares, and JD.com invested 5 billion yuan, with a shareholding ratio of 2.06%. At the same time, a new VAM agreement is generated, and Wanda Commercial Management needs to be listed before October 31, 2023, otherwise it will have to pay investors about 30 billion yuan in equity repurchases, plus interest will be as high as 44 billion yuan.

When Wanda Commercial withdrew its A-share IPO application in 2021 and chose to list in Hong Kong again, Wang Jianlin once again introduced as many as 22 investment institutions.

In August 2021, the newly listed entity, Zhuhai Wanda Commercial Management (a subsidiary of Dalian Wanda Commercial Management), signed an agreement with investors such as Hong Kong's Cheng Yutong family, Country Garden, CITIC Capital, Ant, Tencent, and PAG Investment Group to introduce strategic financing of up to 38 billion yuan, and signed a VAM agreement to complete the listing by 2023 at the latest.

Subsequently, Zhuhai Wanda Commercial Management submitted the materials for the overseas initial public offering of shares to the China Securities Regulatory Commission, and the application was accepted by the International Department of the China Securities Regulatory Commission, and the "small road" was obtained. In October of that year, Zhuhai Wanda Commercial Management submitted its IPO prospectus to the Hong Kong Stock Exchange for the first time.

However, after submitting the prospectus four times, the listing of Zhuhai Wanda Commercial Management has not yet taken place, and Wang Jianlin's VAM agreement ended in failure.

The unfinished "comeback"

In fact, when the domestic real estate industry enters the adjustment cycle in 2022, Wang Jianlin and Wanda were once regarded as samples of "living well".

This year, Wanda played the role of a white knight. According to incomplete statistics, in 2022, Wanda Commercial Management will participate in more than 10 transactions, including taking over the operation rights of all commercial projects of Jianye Group.

In November 2022, in the "2022 Hurun Report", Wang Jianlin became the first real estate billionaire in the mainland with a net worth of 100 billion yuan after many years, and the voice of "Wang Jianlin is back" is very loud. At the beginning of 2023, Wang Jianlin frequently appeared in various places to seek project expansion and financial support, and at the same time, at a US dollar bond issuance roadshow, Wanda revealed that Zhuhai Wanda Commercial Management will complete the listing in the second quarter of 2023.

In fact, due to the listing and performance VAM agreement, Zhuhai Wanda Commercial Management is under great pressure. An internal employee of Wanda Commercial Management once told Times Finance that at the beginning of 2023, Wanda Commercial Management Group, Wanda Culture Group, and Investment Group have all signed a letter of responsibility for annual business objectives, and almost all of them have been saddled with strict quantitative indicators from the group, president, region, and project.

Under the pressure of performance, Wanda Plazas have risen rapidly. Before applying for listing in Hong Kong in June 2021, Wanda Commercial Management managed a total of 380 Wanda Plazas, which quickly climbed to 473 in 2022 in just over a year, and 187 Wanda Plazas were under construction. "It usually takes two or three years for a Wanda project to open from land acquisition to opening. The above-mentioned employee said.

From April 2023, the wind direction will turn sharply. Due to the arrival of the peak period of debt repayment and the uncertainty of listing, Wanda has experienced a risk of prepayment triggered by loans, seeking debt extensions, and being downgraded by Moody's, and liquidity challenges have become prominent. Wang Jianlin also admitted at the senior management meeting that month that the IPO of Zhuhai Wanda Commercial Management is currently experiencing phased difficulties, and said that Wanda will never lie flat, let alone go bankrupt.

Wang Jianlin has been working hard. In order to raise funds, Wanda began to reduce its holdings in Wanda Film shares.

In July, Lu Lili, the proprietress of Oriental Fortune, spent nearly 2.2 billion yuan to acquire Wanda Film shares, and in the same month, Ke Liming's company, Ruyi Film and Television, acquired 49% of the shares of Wanda Investment, the controlling shareholder of Wanda Film. On December 12, Ke Liming's Ruyi Investment acquired another 51% stake in Wanda Investment, and Ke Liming also became the actual controller of Wanda Film.

Wang Jianlin gave up not only the absolute control of Wanda Film and Zhuhai Wanda Commercial Management. On December 6, it was reported that Zhuhai Wanda Commercial Management revealed in its communication with investors that Wanda plans to sell its Wanda Plaza in first- and second-tier cities in exchange for liquidity, and is currently negotiating with insurance institutions. Prior to this, we have indirectly taken over projects such as Shanghai Songjiang Wanda Plaza, Xining Haihu Wanda Plaza, Jiangmen Taishan Wanda Plaza, and Shanghai Zhoupu Wanda Plaza.

Some investment promotion personnel in the four major districts of Wanda Commercial Management said that a Wanda Plaza in Guangdong Province in which they are responsible has postponed the opening date, and according to their understanding, some projects across the country have been blocked from opening due to project delays and other reasons.

In fact, the opening speed of Wanda Plaza has also slowed down significantly since the beginning of this year, and it was disclosed in the strategic agreement between PAG and Wanda Commercial Management on December 12 that Zhuhai Wanda Commercial Management currently manages 494 large commercial centers across the country, only about 20 more than at the end of last year, and it will open 51 Wanda Plazas in 2022.

Who's next to disembark?

Seven years later, 69-year-old Wang Jianlin has not completed the listing contracts he has promised with various investors.

As of December, Zhuhai Wanda Commercial Management's listing filing is still in the status of "supplementary materials", which is its fourth submission. On December 12, a new investment agreement with PAG and other investors was implemented, and there was no longer a VAM agreement for the listing, which means that the listing was put on hold.

According to the latest agreement, Dalian Wanda Commercial Management's direct shareholding in Zhuhai Wanda Commercial Management has dropped significantly from 70.15% to 40%, making it the single largest shareholder, while several existing and new investor shareholders such as PAG will hold a total of 60% of the shares after participating in the investment.

Some industry insiders pointed out to Times Finance that the postponement of the listing can at least ensure the investment value in the hands of investors, and once Wanda collapses or lies down completely, it will face the situation of not getting a penny back.

However, according to the consistent investment style of Shan Weijian, the actual controller of PAG, it is still unknown whether the controlling stake of Zhuhai Wanda Commercial Management can remain stable. According to past cases, Shan Weijian himself prefers controlling investment, and has "sniped" companies such as Bikang Pharmaceutical, Zhenai.com, and Chunquan Industrial Trust. To date, PAG has approximately $50 billion in assets under management worldwide.

The VAM agreement was terminated, the listing was postponed, and some allies took advantage of the situation to disembark. Times Finance learned from people close to Wanda that the signing of the new agreement will allow some domestic investors to withdraw, but the vast majority of investors have retained their investment in Wanda, and at the same time, some new investors, mainly foreign investors, have been introduced to bring considerable incremental funds to Wanda Commercial Management.

At present, some investors who have withdrawn from Wanda have surfaced. Although it did not appear publicly in the above-mentioned rounds of large-scale VAM, Yonghui Supermarket was the first entity to sell Wanda's shares after Wanda Commercial Management signed a new agreement with PAG.

On December 13, Yonghui Supermarket disclosed that it planned to sell 1.43% of the shares of Dalian Wanda Commercial Management to Dalian Yujin Trading Co., Ltd. at a transfer price of 4.53 billion yuan. The receiver is a subsidiary of Dalian Yifang Group, and the actual controller of the company is Sun Xishuang, Wang Jianlin's friend for many years. Five years ago, Yonghui Supermarket bought the above equity from Sun Xi's hands.

As early as 2009, Wanda invested in Changbai Mountain International Tourism Resort, Sun Xishuang was one of the investors, and subsequently participated in Wanda commercial, film and television and other business investments. "Wang Jianlin is a practical person, and my investment in Wanda is to invest in Wang Jianlin. Sun Xishuang once said bluntly.

Going around and around, Sun Xishuang walked from stealth to the front of the stage, and Yonghui Supermarket is expected to earn 612 million yuan.

On December 14, Country Garden announced that it planned to sell 1.79% of the shares of Zhuhai Wanda Commercial Management to Zhuhai Wanying or the designated party of Wanda, with a return of about 3 billion yuan and a loss of about 160 million yuan. Country Garden, which became an insuring real estate company in September this year, is waiting for this fund to put out the fire. It is reported that Country Garden plans to use all the first redemption funds of 657 million yuan to repay bonds.

In the announcement, Country Garden bluntly stated that the selling price was determined by the parties to the agreement with reference to the current industry prospects, the nature of Zhuhai Wanda Commercial Management's operation and current financial situation, and the historical independent third-party valuation. This means that the valuation of Zhuhai Wanda Commercial Management may be lower than the 180 billion yuan two years ago, and Caixin also pointed out in the report that according to many parties, after the restructuring transaction, the valuation of Zhuhai Wanda Commercial Management has shrunk by about 40% to about 120 billion yuan.

This is also the first company to officially announce its withdrawal among the 22 investors introduced by Zhuhai Wanda Commercial Management in 2021, but it will most likely not be the last.

On December 14, it was reported that Jingdong and Suning planned to withdraw from Wanda Military Investment, but then a person familiar with the matter said that the above two companies invested in Dalian Wanda Commercial Management, so they were not within the scope of the VAM agreement that expired at the end of Zhuhai Wanda Commercial Management.

However, according to the VAM agreement at that time, Dalian Wanda Commercial Management also had to pay the repurchase money to the investors. On December 14, Times Finance asked JD.com for confirmation on whether to withdraw from Wanda Investment, but had not received a reply as of press time.

In Dalian Wanda Commercial Management's 2023 interim bond report, no other information about external shareholders other than Wanda was disclosed. ACCORDING TO TIMES FINANCE'S INQUIRY INTO INDUSTRIAL AND COMMERCIAL INFORMATION, THE CURRENT SHAREHOLDERS OF DALIAN WANDA COMMERCIAL MANAGEMENT GROUP CO., LTD. STILL INCLUDE TENCENT, SUNING, JINGDONG AND "SUN HONGBING", THAT IS, THE ORIGINAL FOUR MAJOR INVESTMENTS.

However, in the past five years, the business has changed, from Suning, Jingdong to Sunac, the glory is no longer what it used to be. On an investment exchange platform, many shareholders called on Sunac to withdraw from Wanda Investment and cash out tens of billions.

In the process of gambling and bottoming out, who will be the next person to step off the Wanda ship?