The CSRC asked why Zhao Wei was not held accountable for breach of contract. Wanjia Culture just wanted to end the matter as soon as possible

On April 11, Wanjia Culture replied to the regulatory authorities, saying that it wanted to end the matter as soon as possible, and vaguely called it a "commercial decision"...

Original title: China Securities Regulatory Commission asked: Why not ask Zhao Wei for a "breakup fee"? Wanjia Culture: I just want to end this matter as soon as possible.

Zhao Wei and Wanjia Culture's 100-day acquisition game ended, giving the market a question mark and a series of exclamation points from minority shareholders.

From Zhao Wei's intention to acquire a 30% stake in Wanjia Culture from Wanjia Group, the controlling shareholder of Wanjia Culture, for 3 billion yuan, becoming the actual controller of Wanjia Culture; to her change of face to acquire a 5% stake for 500 million yuan, just being an ordinary investor; Zhao Wei's series of actions are surprising.

The regulatory authorities obviously also have doubts about Zhao Wei's behavior of stirring up the capital market and leaving a mess without being harmed.

On April 8, the Zhejiang Supervisory Bureau of the China Securities Regulatory Commission asked Wanjia Culture why Wanjia Group did not hold Zhao Wei's company Longwei Media responsible for breach of contract?

On April 11, Wanjia Culture replied to the regulatory authorities, saying that it wanted to end the matter as soon as possible, vaguely saying that it was a "commercial decision"... On the evening of April 9, the

5% equity transaction was a smoke bomb

. Zhao Wei, who had not appeared for a long time, appeared at the 36th Hong Kong Film Awards in a black dress. She said: "It's so happy to come to the Hong Kong Film Festival. I feel very relaxed when I come to award awards this time."

Is she really relaxed? At this moment, in Hangzhou, 1380 kilometers away from Hong Kong where she is located, an A-share listed company called Wanjia Culture has experienced a "sweet love" and then a "break up" with her. It is facing an inquiry from the China Securities Regulatory Commission.

The regulatory issues point directly to the follow-up matters of Zhao Wei's giving up of 5% of Wanjia Culture, and they are all fatal issues.

1. Please provide a detailed description of the communication process related to this equity transfer and transfer. Are the parties to the transaction actively promoting the completion of this transaction?

2. Zhao Wei Company terminated the acquisition on the grounds that Wanjia Culture was investigated by the China Securities Regulatory Commission. But Wanjia Culture received the notice of filing an investigation on February 28. Why did it only disclose on April 1 that the acquisition was terminated due to filing an investigation?

3. Specify the process of terminating the acquisition contract. How to pay the returned equity transfer payment of 250 million yuan from Zhao Wei?

4. We had agreed to buy it and then regretted not buying it. Why didn't Wanjia Group let Zhao Wei pay the liquidated damages?

5. Wanjia Group has multiple equity pledge repurchase financing. Please disclose the status of equity pledge financing, and explain whether the risk of liquidation and corresponding remedial measures have been triggered, as well as the repayment plan for the financing that is about to expire in the near future.

The inquiries from the regulatory authorities also hit the doubts of small and medium-sized investors on the periphery: Since it was an agreed deal, what happened in the middle from the time of proposing to buy it to the time when they stopped buying it? Is it a real deal or is it a smoke bomb? Has the listed company made timely and complete disclosures? Will the 250 million yuan refunded by major shareholder Wanjia Group to Zhao Wei occupy the money of the listed company? Is Wanjia Culture a "Living Lei Feng"? Why don't you ask Zhao Wei for a "breakup fee"?

A

series of strict questions from the regulatory authorities on "our own business judgments and decisions" have turned into answers that are still incomprehensible to Wanjia Culture.

According to the agreement of both parties, Zhao Wei's Longwei Media Company should complete the equity transfer procedures of Wanjia Culture with Wanjia Group before March 27. However, Longwei Media did not transfer the shares even when the stipulated transfer time was up. Immediately afterwards, Wanjia Culture announced that the two parties had terminated the equity transfer agreement and "merged and broke up" without holding each other accountable.

Wanjia Group's failure to ask Zhao Wei for liquidated damages made small and medium-sized investors quite indignant: Zhao Wei really got away without spending a penny, leaving Wanjia Culture's depressed share price and a bunch of regulatory inquiries behind, and being investigated. Have the controlling shareholders of listed companies not done a good job in defending the rights and interests of listed companies?

Wanjia Group's reply was: After Zhao Wei's Longwei Media proposed to terminate the acquisition on March 28, the two parties negotiated on March 29 and terminated the agreement on March 31. Since the deadline for performance stipulated in the contract is April 5, each party does not constitute a breach of contract, and each party does not hold each other accountable for breach of contract. "This decision is a business judgment and decision made independently by the company." "There are many doubts about this share transfer, which has already brought serious negative impacts to listed companies. Therefore, Wanjia Group agreed to accept the arrangement to terminate the agreement in order to settle the above matters as soon as possible."

In addition, Wanjia Culture also stated that the controlling shareholder returned 250 million yuan in equity transfer money to Longwei Media with its own or self-raised funds. It will not occupy the funds of listed companies. None of the equity pledge repurchase financing has triggered the liquidation line. Currently, it has obtained 630 million yuan in credit from relevant financial institutions and can repay recently due financing loans as scheduled.

Due to Zhao Wei's popularity, Wanjia Culture, which has been listed for 14 years and has been "fried" for 10 years, has experienced a continuous surge in its share price due to the entry of "Little Swallow". Later, as the acquisition shrank and fell through, Wanjia Culture's share price almost halved. Countless retail investors have acted as "takeovers".

Now faced with such a reply from Wanjia Culture, it is no wonder that some investors are angry and asked in the stock market: "You want to clear yourself off the hook with just a 'business decision'? This is naive self-deception."

Editor: Nancy