On July 23, an announcement showed that the “China Life Insurance Wanda Information” transaction was quite concerned about the capital market.
This "Announcement on Shareholders' Dissolution of Share Transfers" shows that Wanda Information received a notice from the controlling shareholder Marriott Investment and the actual controller Shi Yibing on July 23, both of which were on July 23. On the same day, we received a written reply from China Life that agreed to terminate the agreement on the transfer of shares. The relevant Stock Transfer Agreement was lifted from July 23 and will not be effective from the beginning.
The Share Transfer Agreement was signed by Marriott Investment, Shi Yibing and China Life. Wanda Information announced the relevant situation on the evening of June 23, that is, Marriott Investment intends to China. Life has transferred 55 million shares of the company's non-restricted shares at a price of 14.44 yuan per share, accounting for 5% of the company's total share capital. Upon completion, Wanda Information's largest shareholder will be changed from Marriott Investment to China Life and its concerted actions. Ren (China Life Group, China Life Assets), the latter holding 165 million shares, the share ratio of 15.0183%. (For details, please refer to "790 million placards! China Life Insurance is the biggest shareholder of this blue chip. Why is the increase in holdings?")
This means that the proposed transfer of shares is invalid, China Life to Wanda The holding of the information remains the same – before the signing of the share transfer agreement, China Life has held about 10% of Wanda Information and remains the second largest shareholder of Wanda Information.
Why are the "Share Transfer Agreements" of both parties lifted? What is the impact of lifting the action? Does China Life have any follow-up plans for Wanda Information?
The agreement was cancelled because Marriott's investment could not reach an agreement.
The reason for the termination of the Share Transfer Agreement, that is, the termination of the share transfer, is explained in the Wanda Information Bulletin. That is, as of July 23, due to the transfer party (the company's controlling shareholder Marriott investment, the actual controller Shi Yibing) could not reach the entry into force of the "share transfer agreement." Therefore, the Stock Transfer Agreement cannot be effective.
The transferor has applied to the transferee (China Life) to cancel the Share Transfer Agreement. China Life has agreed to accept the transferor’s application for the termination of the Share Transfer Agreement, and has written a reply on July 23, and the Share Transfer Agreement has been lifted since July 23.No effect occurs from the beginning.
It is reported that the above-mentioned "share transfer agreement" signed by the two parties on June 23 is conditional, and specifically, it must be fulfilled after two conditions have been fulfilled:
1 Marriott Investment and Wanda Information shall obtain the necessary creditors and the consent of the security right holder for the transfer of the shares and pass the necessary meeting of the bondholders.
2. The transfer of shares shall be filed or approved by the relevant competent authority (if required).
According to the Chinese reporter of the brokerage firm, the announcement stated that Marriott’s investment could not reach an agreement on the effective terms, which should refer to the first article mentioned above. That is, it is mainly due to the failure of Marriott's investment and creditors to reach an agreement within the time limit stipulated in the agreement. It is reported that the current debt problem of Marriott Investment has not affected the daily operation of Wanda Information, and the standard operation of Wanda Information is in good condition.
However, Wanda Information also announced on the evening of the 23rd, and received a notice from Marriott on the 23rd. Some of the stock pledged repo transactions handled by Marriott in Shanghai Guotai Junan Securities have triggered the breach of contract terms agreed in the agreement. May be subject to default. Guotai Junan Securities Asset Management will have the right to default on the pledge of the underlying securities, which means that its controlling shareholder, Marriott Investment, may have a risk of passive reduction, and intends to passively reduce the number of shares until the remaining of Guotai Junan Securities Assets is paid off. Principal interest.
Termination of this share transfer does not affect the strategic partnership between the two parties
Wanda Information Announcement shows that after the termination of the share transfer, China Life still holds 10% of the company's shares, which is the company's number The two major shareholders. China Life will abide by relevant laws and regulations, exercise shareholder rights in accordance with the law, and urge the company to improve corporate governance, standardize operations, and achieve sustainable development of the company.
China Life’s previous shareholding in Wanda Information was achieved through the “bail-out” since last year. In 2018, in response to the national call, China Life Entrusted China Life Assets Co., Ltd. to distribute the 5.022% equity of Wanda Information through the bail-out product “Guanshou Assets-Phoenix Special Products”; in 2019, China Life passed the block trade and the second class. Market buying method increased the company's shares by 4.934%. Prior to this share transfer, China Life and its concerted actions held approximately 110 million shares of Wanda Information, representing approximately 1% of Wanda Information's total share capital.0%.
China Life said that although the share transfer has not been reached, it will not affect the original intention of China Life and Wanda Information Cooperation. The strategic cooperation between the two parties is based on the huge synergy space between the two parties. The cancellation of the share transfer agreement will not affect the long-term business strategic relationship between China Life and Wanda Information. As an important shareholder of Wanda Information, China Life will continue to be optimistic and support the sustainable and healthy development of Wanda Information, and actively participate in the governance of listed companies by exercising shareholder rights in accordance with the law.
At the same time, the "Strategic Cooperation Framework Agreement" signed by China Life and Wanda Information on June 28 will continue to be effective. The two sides will further consolidate and deepen the long-term, stable, mutually beneficial and win-win comprehensive strategic partnership. Through multi-level and multi-dimensional management cooperation and management interaction, we will continue to exert complementary advantages, strengthen the synergistic development effect, jointly promote the development of technology and basic technology in the medical security field, and continuously improve the service capabilities in the medical insurance field and the professional management service capabilities of commercial insurance. Health management and service capabilities, and strive to achieve a win-win strategic goal of complementary advantages, resource sharing, and common development.
In addition, China Life has become an important shareholder of Wanda Information. It is not only an important practice for the reform of state-owned capital and private capital, but also a measure for state-owned capital to support the development of private enterprises. It has important policies and strategies. significance. China Life said that as a responsible central enterprise, based on the purpose of bailout private enterprises and stable listed companies, it will fully fulfill China Life's rights and obligations as an important shareholder of Wanda Information and protect the rights and interests of Wanda Information's minority shareholders.
China Life is still the second largest shareholder of Wanda Information, and does not rule out other ways to increase its holdings
Due to the termination of the Stock Transfer Agreement, China Life failed to pass this equity transfer and became Wanda The largest shareholder of information, but it is still the second largest shareholder of Wanda Information. Prior to the signing of the share transfer agreement, China Life has already held 10% of Wanda Information. Based on the stable strategic cooperation prospects of both parties, China Life Insurance will not rule out the increase in Wanda Information shares through other means, such as the secondary market holdings or block trading.
At the same time, due to the cancellation of the agreement, China Life’s previous adjustment plan for Wanda Information’s proposed “Dongguangao” personnel was also ineffective. However, China Life is still a second shareholderIdentity, there are some participation possibilities at the level of directors of Wanda Information, but it is necessary to further communicate with the major shareholders of Wanda Information. The current plan is not yet clear.
Previously, the Wanda Information Bulletin also showed that even after the completion of this transaction, in order to continue to protect the market-oriented operation mechanism of Wanda Information, China Life will promote the shareholders of Wanda Information to retain the history of the company by exercising shareholder rights. Positions, in addition to the appointed executives, maintain the stability and continuity of the management team, and do not seek to adjust the authority of the management team and management team. Under the program's senior management appointment, China Life is also hoping to enhance understanding and interaction with Wanda Information, which is more conducive to better coordination between the two businesses.
The brokerage Chinese reporter learned that although the share transfer agreement has not taken effect, this does not mean that the good relationship between the two parties has changed. Up to now, China Life and Wanda Information and its major shareholders have maintained a friendly and interactive state, and there is no smooth communication between the two sides. It is reported that Wanda Information welcomes and supports China Life's investment and growth.