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On April 17, the official website of Wanda Film Co., Ltd. (hereinafter referred to as "Wanda Film") issued the "Announcement on the Completion of the Equity Transfer of Indirect Controlling Shareholders and the Change of Control of the Company". According to the announcement, Wanda Film has officially changed hands, and the actual controller of the company has been changed to Mr. Ke Liming.
According to the announcement, Beijing Wanda Cultural Industry Group Co., Ltd. (hereinafter referred to as "Wanda Culture Group") and Wang Jianlin respectively transferred 20% and 1.2% of the shares of Beijing Wanda Investment Co., Ltd. (hereinafter referred to as "Wanda Investment"), and completed the industrial and commercial change registration procedures on April 15. After this equity transfer, the company's equity control relationship is as follows:
Image source: Wanda Pictures change of control announcement
After the completion of the equity transfer, Ruyi Investment holds 51% of the equity of Wanda Investment, and Mr. Ke Liming is the actual controller of Ruyi Investment; At the same time, Mr. Ke Liming, through his wholly-owned enterprise, indirectly holds 16.34% of the total share capital of China Ruyi Holdings Co., Ltd. (hereinafter referred to as "China Ruyi"), a Hong Kong-listed company, and Shanghai Ruyi Film and Television Production Co., Ltd., controlled by China Ruyi through the agreement, holds 49% of the equity of Wanda Investment. Therefore, Mr. Ke Liming indirectly controls 20% of the equity of Wanda Film through Wanda Investment and is the actual controller of the company. After the completion of this equity transfer, Wanda Investment, Shenxian Rongzhi Xingye Management Consulting Center (Limited Partnership) and Ms. Lin Ning no longer constitute persons acting in concert.
Following the change of ownership of Beijing Wanda Plaza Industrial Co., Ltd., Wanda Film also officially changed hands
Previously, in addition to transferring equity to the "Confucian Department", Wanda also transferred Wanda Film shares to other parties many times. Looking back at the process of the gradual control of Wanda Films, it reflects the indirect and gradual acquisition of equity and the appointment of senior executives to take over related businesses.
On July 10, 2023, Wanda Investment and Lu Lili signed a share transfer agreement to transfer 180 million shares of Wanda Film held by Lu Lili, accounting for 8.26% of the company's total share capital, at a transfer price of about 2.173 billion yuan.
On July 18, 2023, Wanda Investment intends to transfer 177 million shares of Wanda Film's unrestricted tradable shares, accounting for 8.14% of the company's total share capital, to Shen County Rongzhi Industrial Management Consulting Center (Limited Partnership) (hereinafter referred to as "Shen County Rongzhi"), with a transfer price of about 2.336 billion yuan.
On July 20, 2023, Shanghai Ruyi Film and Television Production Co., Ltd., a subsidiary of China Ruyi Holdings Co., Ltd., entered into an equity transfer agreement with Wanda Culture Group, stipulating that Shanghai Ruyi will invest 2.262 billion yuan to acquire 49% of the equity of Wanda Investment held by Wanda Culture Group.
On December 12, 2023, Wanda Culture Group, Beijing Hengrun Enterprise Management and Development Co., Ltd. (hereinafter referred to as "Beijing Hengrun") and Mr. Wang Jianlin signed an equity transfer agreement with Ruyi Investment to transfer their 20%, 29.8% and 1.2% equity interests in Wanda Investment, the controlling shareholder of Wanda Film (holding a total of 51% equity interest in Wanda Investment), to Ruyi Investment for a total transfer price of RMB2.155 billion. After the completion of this transaction, the actual controller of the company will be changed to Mr. Ke Liming.
On January 12, 2024, Beijing Hengrun transferred its 29.8% stake in Wanda Investment to Ruyi Investment and completed the industrial and commercial change registration procedures.
On January 29, 2024, Ms. Chen Xi and Mr. Gong Qiao were elected as non-independent directors of the sixth board of directors of Wanda Film, Mr. Yang Hai as non-employee representative supervisors of the sixth board of supervisors, Ms. Chen Xi as the chairman of the board of directors, and Mr. Yang Hai as the chairman of the board of supervisors of the sixth board of supervisors, Ms. Chen Xi as the chairman of the board of directors, and Mr. Yang Hai as the chairman of the board of supervisors.
Shanghai Ruyi is a wholly-owned subsidiary of China Ruyi Holdings Limited, a Hong Kong-listed company. It is worth mentioning that the majority shareholder of China Ruyi is Tencent. On July 4, 2023, Tencent Holdings increased its stake in China Ruyi by 500 million shares, increasing its shareholding to 25.45%.
According to public information, Shanghai Ruyi was established on March 1, 2013 and is an independent production company with a R&D, production and distribution system. The actual controller and major shareholder of the company is Ke Liming, who is also the executive director of Beijing Ruyi Xinxin Film Investment Co., Ltd. As the operator behind this transaction, Ke Liming has gradually become well-known to the public because of his frequent investment in the film and television industry. This year, Shanghai Ruyi co-produced "Disappearing Her", which had a box office of nearly 3.5 billion, and also produced "Keep You Safe" and "Warm".
Some industry insiders believe that Tencent may take advantage of this move to compete with Ali Entertainment and its Ali Pictures, both sides have settled in online text, film and television, streaming media, ticketing, etc., and after the completion of the transaction, there is another additional cinema advantage.
In recent days, there has been a lot of news around the "Wanda system". Not long ago, Dalian Wanda Commercial Management received 60 billion yuan of war investment from PAG and the "Middle East Tyrant Group" at the cost of sacrificing 60% of the equity. Beijing Wanda Plaza Industrial Co., Ltd. changed hands to Xinhua Insurance. Immediately afterwards, Wang Jianlin officially "got rid of" Wanda Films, and also announced that Wang Jianlin completely bid farewell to the "first theater" of the year.
Analysts believe that this equity change may be related to the future development strategy of Wanda Film. After Wang Jianlin officially "got rid of" Wanda Film, the future development of Wanda Film will be more independent, and it will also pay more attention to its own operation and development.
Today's Wanda is still on the cusp, but it can still sell its assets, which also shows that Wanda's assets have high gold content. At the same time, the sale of the Beijing Group headquarters and Wanda's "big blood bag" Wanda Films also showed Wang Jianlin's strong desire to survive.
Although Wanda has the helplessness to sell assets to survive, under the current situation of the real estate industry, it is also its established strategy to accelerate the transformation to asset-light. In 2022, Wanda Commercial Management opened 55 new Wanda Plazas, of which nearly 40 are asset-light projects, and Wanda has opened 23 Wanda Plazas in 2023, of which only 2 are owned by Wanda, and the remaining 21 are asset-light projects. Not only Wanda Plaza, Wanda is also gradually withdrawing from hotels and movies. For the Wanda Plaza and hotels sold, the Wanda brand is retained, and Wanda continues to manage it, realizing the asset-light transformation, and Wanda is becoming lighter and lighter. (This article was first published on Titanium Media APP, author|Zhao Chenhan, editor|Liu Yangxue)
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