Text | Yang Wanli
This year, the entertainment industry has popularized financial knowledge and legal knowledge to the audience.
When Zheng Shuang's "yin and yang contract" incident continues to ferment, another celebrity in the entertainment industry, Feng Xiaogang, will face hundreds of millions of yuan in performance compensation, because he lost the performance bet with Huayi Brothers last year.
According to Huayi Brothers' 2020 annual report, Zhejiang Dongyang Meila Media Co., Ltd. (hereinafter referred to as "Dongyang Meila") only achieved a net profit of 5.5238 million yuan, which was lower than the performance commitment of 174.9 million yuan. According to the VAM agreement, Feng Xiaogang needs to pay performance compensation of about 168 million yuan.
In fact, this is not the first time Feng Xiaogang has lost a bet. As early as 2018, "Dongyang Merah" achieved a net profit of 65.015 million yuan, which was lower than the performance commitment of 132 million yuan. According to the VAM agreement, Feng Xiaogang needs to pay performance compensation of about 67 million yuan.
In total, Feng Xiaogang needs to pay performance compensation of about 235 million yuan.
The capital story of Feng Xiaogang and Huayi Brothers dates back to before the listing. According to online legends, Huayi Brothers carried out two capital increases and share expansions in 2007 and 2008. The first price per share was 0.53 yuan, and Feng Xiaogang and others bought it at that price in 2007. In October 2009, Huayi Brothers listed at 28.58 per share. As an original investor, Feng Xiaogang made a lot of money.
Since then, Feng Xiaogang has ushered in a brilliant period in his career, and even won the Best Actor Award at the 52nd Taiwan Film Golden Horse Awards.
On November 19, 2015, Huayi Brothers announced that it would acquire a 70% stake in "Dongyang Merah" for 1.05 billion yuan. Prior to the acquisition, Feng Xiaogang held a 99% stake in Dongyang Meila. After the acquisition, Feng Xiaogang's shareholding was reduced to 30%.
At that time, the transaction caused great controversy, because before the acquisition, "Dongyang Meila" was a company that had just been established for two months, with total assets of 13,100 yuan and total liabilities of 19,100 yuan, which was called "insolvent shell company" by the outside world.
Even in the context of public opinion, Huayi Brothers eventually acquired 70% of the equity of "Dongyang Meila".
Feng Xiaogang made a performance commitment in this regard, in 2016-2020, "Dongyang Merah" needs to achieve net profit of 100 million yuan, 115 million yuan, 132 million yuan, 152 million yuan and 174.9 million yuan respectively. If the performance bet cannot be completed, Feng Xiaogang will make up the difference with cash.
In 2016 and 2017, "Dongyang Merah" completed its performance commitments. However, in 2018, the film and television industry was publicly exposed to the existence of "yin and yang contracts" and "tax evasion and tax evasion", and Feng Xiaogang and his shareholding company "Dongyang Merah" were affected to varying degrees.
In May 2018, when Feng Xiaogang was promoting the new film "Mobile Phone 2", a storm quietly arrived. The film and television circle broke out that Fan Bingbing was suspected of signing a 60 million sky-high film remuneration in the form of a large and small contract and a yin and yang contract, and was suspected of tax evasion.
After the incident was exposed, it caused an uproar on the Internet, and also attracted the intervention of regulators.
According to the rules, once a tainted artist appears, the film and television drama either changes the role or cancels the release. It is worth noting that Fan Bingbing is the heroine of the new film "Mobile Phone 2", and the director of the film is Feng Xiaogang. According to Douban data, "Mobile Phone 2" has not been released until now, which shows that the impact of the Fan Bingbing incident on Feng Xiaogang is not small.
After that, Feng Xiaogang also ushered in a period of lows. For example, Feng Xiaogang's 5-minute cameo in the film "Children of the Jianghu" suddenly "disappeared", the incident was once popular on the Internet, and public opinion was also speculating.
Feng Xiaogang's 2018 performance bet loss may be affected by the "yin and yang contract" and "tax evasion and evasion" storm, while the 2020 performance bet lost is due to the impact of the new crown epidemic, resulting in the progress of the "Dongyang Merah" project being delayed to a certain extent.
We are concerned that since Huayi Brothers acquired "Dongyang Merah", from 2018 to 2020, for three consecutive years, the amount of goodwill impairment was about 302 million, 359.7 million and 186 million, and the total amount of goodwill impairment exceeded 800 million yuan, which affected the performance of Huayi Brothers to a certain extent.
Now, since Feng Xiaogang lost the performance bet in 2018 and 2020, he should pay performance compensation in accordance with the agreement, and Huayi Brothers, as a listed company, should also take the initiative to claim compensation to protect the interests of investors.