Zhao Wei gave up the transfer of Wanjia Culture's 5% stake and the retail investors who pursued the high stake face being trapped

Zhao Wei's Longwei Media originally signed a "Supplementary Agreement" with Wanhao Wanjia Group, the controlling shareholder of Wanjia Culture, on February 13, stipulating that Longwei Media would purchase Wanjia Culture from Wanhao Wanjia Group for a total price of 520 million yuan. About 5% of the equity of Wanjia Culture, and Wanjia Culture has received the first transfer payment of 250 million yuan. Both parties to the transaction will complete the equity transfer procedures within 30 working days. Now that 30 working days are due, Longwei Media has not sent anyone to cooperate with the equity transfer procedures.

Original title: Abandon shell? In just three months after Zhao Wei paid a "down payment" of 250 million

yuan, Wanjia Culture turned from hot to hot potato for Zhao Wei. An announcement on March 27 meant that this takeover drama that involved stars, high leverage, shell speculation and other adrenaline stimulation officially ended with Zhao Wei retiring unscathed.

According to the latest equity transfer announcement disclosed by Wanjia Culture, Zhao Wei's Longwei Media originally signed a "Supplementary Agreement" with Wanhao Wanjia Group, the controlling shareholder of Wanjia Culture, on February 13, stipulating that Longwei Media purchased approximately 5% of Wanjia Culture's equity from Wanhao Wanjia Group for a total price of 520 million yuan, and Wanjia Culture has received the first transfer payment of 250 million yuan. Both parties to the transaction will complete the equity transfer procedures within 30 working days. Now that 30 working days are due, Longwei Media has not sent anyone to cooperate with the equity transfer procedures.

Why didn't Longwei Media complete the transfer as agreed in the agreement? Is there a breach of contract between the parties? What impact will it have on listed companies?

The reporter called Kong Deyong, chairman of Wanjia Culture, for an interview. Kong Deyong immediately hung up when he heard the reporter's media identity. The reporter also dialed the phone number of the Wanjia Cultural Certificate Agency and sent an email interview outline as required by the staff. As of press time, no reply was received. The mobile phones of Longwei Media insiders who had been interviewed by reporters have been turned off since February this year.

The Shanghai Stock Exchange also inquired about Wanjia Culture about the above issues and asked for a reply before March 31.

Without control, 5% equity is useless?

At the end of last year, Zhao Wei would agree to acquire almost all of Wanjia Culture's equity in Wanjia Culture for 3 billion yuan, and the news that she would become the owner of Wanjia Culture firmly dominated the headlines of the financial and entertainment circles. As time went on, the regulatory authorities pressed hard, and Zhao Wei only used 60 million yuan of her own funds. Other leverage methods that relied entirely on financial institutions emerged, and controversy suddenly arose.

Crossing the Spring Festival of the Year of the Rooster, Zhao Wei gave a "slimmer version" of the acquisition plan. He said that due to tightening public opinion, banks 'attitude changed, and the financing plan was "shattered". Instead of purchasing a 29.135% stake from Wanjia Culture for 3 billion yuan, it used 500 million yuan to buy about 5% of Wanjia Culture.

Moreover, after inquiries from the regulatory authorities, Longwei Media also stated that after obtaining approximately 5.04% equity of Wanjia Culture, it will not participate in the operation and management activities of the listed company, has no plans to cooperate in carrying out major projects in the field of film and television media, and has no follow-up plans to further increase its shares in the company, and will not reduce its shares in the listed company in the next 6 months from the date of this increase. There are no plans to continue to increase its holdings of Wanjia Culture in the next 12 months, and there will be no plans to reduce its holdings of listed companies in the next 6 months.

Why did Zhao Wei buy a 5% stake in Wanjia Culture? Especially for a company like Wanjia Culture that frequently "speculates", its main business has changed many times, and its growth is sluggish. Is Zhao Wei really optimistic about the "future development of Wanjia Culture"? These issues have always been the focus of market attention.

Now that Zhao Wei has given up transferring 5% of Wanjia Culture's equity, it seems to explain everything.

"You could say that. If Zhao Wei cannot control a listed company, then her participation in a listed company will not mean much to her. Her main purpose is to gain the dominance of the listed company and inject assets into the listed company in order to obtain excess returns." Shen Meng, executive director of Xiangsong Capital, said in an interview with reporters.

The bank's withdrawal of funds has frustrated Longwei Media's acquisition. Shen Meng analyzed that if it fails to hold shares and simply stops buying, it will seem "too ugly to eat", so she may give a 5% acquisition plan first. But in fact, if Zhao Wei cannot become the controlling shareholder of a listed company, then 5% of Wanjia Culture's equity will be "chicken ribs" for Zhao Wei, so it is unexpected and reasonable to simply give up 5% of the equity now.

Legal person: Falling stock price is the most obvious risk.

"I used to be determined to win, but now I find that I have been beaten and fall short of expectations. For people like Zhao Wei and Huang Youlong who are seeking capital operations, they will definitely not continue to fight. I won't get stuck in the quagmire. I must evacuate as soon as possible and find the next prey." Shen Meng commented.

It is not an exaggeration to describe Wanjia culture as "mired in quagmire". On February 27, the China Securities Regulatory Commission issued a "Notice of Investigation" to Wanjia Culture, stating that Wanjia Culture was suspected of violating securities laws and regulations, and the China Securities Regulatory Commission decided to initiate an investigation into it.

If Wanjia Culture files an investigation due to this and touches on illegal issuance or material information disclosure as stipulated in the Stock Listing Rules of the Shanghai Stock Exchange, the company's shares will be subject to a delisting risk warning, and the company is at risk of delisting.

As for whether Longwei Media's failure to transfer equity on time involved a breach of contract, the reporter also reviewed in detail the "Equity Transfer Agreement" and "Supplementary Agreement" signed by Longwei Media and Wanjia Group, the controlling shareholder of Wanjia Culture.

The "Supplementary Agreement" shows that Longwei Media paid the share transfer price to Wanjia Group in cash. As of the date of signing the Supplementary Agreement, Longwei Media has paid the share transfer price of RMB 250 million yuan to Wanjia Group, and the remaining share transfer price of RMB 279.28 million yuan. Longwei Media should transfer it within 35 working days from the date of signing the Supplementary Agreement, and transfer the underlying shares to the bank co-management account jointly opened by Wanjia Group and Longwei Media, and transfer the underlying shares to the Wanjia Group account after the transfer is completed.

The transfer of shares between Wanjia Group and Longwei Media will be within 30 working days from the date of signing the Supplementary Agreement. It is worth noting that for the explanation of this transfer, the announcement also specifically pointed out that "except for those that cannot be processed due to Longwei Media's reasons."

In other words, although it is time to transfer the money, it is not time to transfer the balance.

Wanjia Culture announced that after the Supplementary Agreement comes into effect, the obligations that should be performed but have not been performed in the previously signed "Share Transfer Agreement" between Wanjia Group and Longwei Media to transfer nearly 30% of the equity will no longer be performed. After the Supplementary Agreement is fully fulfilled, both parties will not hold each other accountable for any breach of contract.

"Whether a breach of contract depends on the details agreed upon by both parties." A lawyer told reporters that according to the current situation, Longwei Media should have neither paid the final payment nor completed the share transfer. Therefore, in terms of stock ownership, Wanjia Culture has no risk because the stock has not been delivered. "But the risk of stock price changes has really occurred. Compared with Wanjia Culture's share price when it was sold to Longwei Media, it has now suffered a significant setback. This is the most obvious loss."

In the market reaction

, some investors lamented in the stock bar: "The current situation of Wanjia Culture is that the stock nature has been dispersed, the dealers have fled, and individual investors have become deeply involved."

A senior securities market person told reporters that Wanjia Culture is now under the dual pressure of supervision and public opinion, and is trapped in an investigation by the China Securities Regulatory Commission. Zhao Wei retreated unscathed, which was considered self-protection for her. "But she retreated unscathed. What should we do with those retail investors who are chasing after them at high positions and are deeply trapped?"

The reporter sorted out and found that from the end of last year, when Wanjia Culture put out a plan that Zhao Wei would become the actual controller of Wanjia Culture with a total investment of nearly 3 billion yuan, the market opened and resumed trading on January 12; to February 16, 3 billion yuan controlled The company's plan to shrink to a financial investment of 500 million yuan; then to Zhao Wei's 500 million yuan purchase of 5% of the shares, Wanjia Culture's share price changes can be described as ups and downs in three stages.

According to the previously agreed purchase price between Longwei Media and Wanjia Culture's largest shareholder, which was 3.0599 billion yuan to acquire 185 million shares, it is calculated that the price per share of Zhao Wei's acquisition of Longwei Media is 16.54 yuan. Previously, Zhao Wei's own funds of 60 million yuan and 190 million yuan borrowed from a third-party financial institution Yinbixin totaling approximately 250 million yuan were given to Wanjia Culture as the first equity transfer payment. After the M & A plan was launched in January to resume trading, Wanjia Culture pulled two daily limits in a row, rising continuously in four trading days, with an average increase of 6.87%. On January 17, Wanjia's share price once peaked at 25 yuan.

However, the news of Zhao Wei's proposed takeover failed to make Wanjia Culture's share price "firm". After reaching its recent high on January 17, Wanjia Culture's share price began to fall.

On February 28, when Wanjia Culture's announcement was filed under investigation by the China Securities Regulatory Commission, the resumption of trading fell to the limit at the opening, and fell below the cost price of 16.54 yuan for Zhao Wei's agreement to acquire Wanjia Culture. By the opening of trading on March 28, Wanjia Culture's share price opened 0.98% lower at 15.08 yuan/share. As of the close of business on March 29, Wanjia Culture's share price was 14.59 yuan/share. Compared with the peak of 25 yuan on January 17, Wanjia Culture's share price fell by more than 40%.

"The story of Wanjia is a series with always a sequel. Crazy heart, disappointed hate, helpless torture... I have to admire the talent of the screenwriter. Needless to say, the acting skills of the leading actor, even the extras performed so well. Perhaps a more exciting series is yet to come. Whether you love it or hate it, there is only one thing that is certain, that is, you have unknowingly fallen into the plot. So there is no choice, just keep watching." Some retail investors said with a wry smile.

"Due to information asymmetry, retail investors simply don't understand the negotiation process and Long Wei's actual thoughts. Now the regulatory authorities are constantly asking and investigating, just because there may be information asymmetry that harms the interests of small and medium investors. Therefore, they have to be asked many times whether they have fulfilled their information disclosure obligations with due diligence so that investors can have a clear investment decision-making environment." Shen Meng said,"If the information disclosure is complete and timely, and investors do not come out in time, it is asking for bad luck. However, if the information disclosure is not timely and complete, and investors are unable to make investment decisions, then it is the responsibility of the listed company."

In Shen Meng's view, the capital drama between Wanjia Culture and Zhao Wei, from star speculation to abandonment, shows that in the process of transformation of the capital market, various forces hope to obtain huge profits through the capital market. bubble period.

Editor: Nancy