Source of this article: Times Finance Author: Zhang Xuemei
Picture source: pexels
Alibaba Pictures and Bona Pictures jointly reduced capital of Han Han Film Company - Shanghai Tingdong Pictures Co., Ltd. (hereinafter referred to as "Shanghai Tingdong").
html At noon on June 17, Bona Pictures (hereinafter referred to as "Bona") announced that due to the operational and strategic development needs of Shanghai Tingdong, it plans to reduce its registered capital. The two parties signed the "Capital Reduction Agreement of Shanghai Tingdong Film Co., Ltd.", and Bona will reduce the capital of Shanghai Tingdong in the form of targeted capital reduction. Theagreement stipulates that with November 30, 2023 as the base date for capital reduction, Shanghai Tingdong will pay Bona a total of 70 million yuan (before tax) as capital reduction payment.
In response to Times Finance, the Securities Affairs Department of Bona Pictures stated that Shanghai Tingdong’s decision to reduce its registered capital should be based on changes in their business plan. “There may be adjustments to the company type, resulting in a possible increase in registered capital. Corresponding adjustments must also be made. "
At the same time, other investors in Shanghai Tingdong, Alibaba Pictures and Shanghai Jingcan Xuhui Cultural Communication Center (Limited Partnership) (hereinafter referred to as "Jingcan"), are also promoting capital reductions.
cooperates with internal adjustments
Bona has a deep relationship with Han Han and Shanghai Tingdong.
In July 2014, Han Han's directorial debut "The Last Day" was released, with Bona as one of the producers. The film's final box office total reached 628 million yuan. Bona's prospectus showed that its profit from "We Will See You Again" was nearly 100 million yuan.
The following year, Shanghai Tingdong was established. The company's business scope included film distribution, film production, etc. The legal representative was Han Han. On January 26, 2017, Bona signed the "Equity Transfer and Capital Increase Agreement" with Shanghai Tingdong. Through transfer and capital increase, Bona obtained the equity corresponding to Shanghai Tingdong's registered capital of 1,710,568.00 yuan at a price of 250 million yuan, accounting for 10% of Shanghai Tingdong's registered capital. Tingdong’s equity ratio is 11.25%. The two parties have successively cooperated to produce films such as "Riding the Wind and Waves" and "Flying Life". Bona Chairman Yu Dong is also one of the directors of Shanghai Tingdong.
This year, the two parties collaborated again to produce "Flying Life 2", with a total box office of 3.398 billion yuan. The announcement shows that so far in 2024, in the daily related transactions between Bona and Shanghai Tingdong, the investment amount of related party films is 15.925 million yuan, and the amount of related party film accounts is 7.3127 million yuan.
's capital reduction announcement shows that this proposed capital reduction transaction will increase Bona's cash flow by 70 million yuan, of which Bona's capital reduction capital will be 58.8303 million yuan, and the capital reduction proceeds will be 11.1697 million yuan.
Bona told Times Finance that this capital reduction will not have much impact on Bona. "On the one hand, we and Alibaba Pictures and other shareholders have reduced their shareholdings in almost equal proportions over the same period; on the other hand, Bona and Shanghai Tingdong are not consolidated enterprises. After the capital reduction is completed, we will appoint directors. The rights and director seats have not changed, and the decision-making power enjoyed during voting has not been affected. The company is only cooperating with Shanghai Tingdong to complete its own internal adjustments. "
However, because multiple companies are involved, the time for completion of this transaction is still limited. Unable to determine.
Han Han’s shareholding ratio increased
This capital reduction plan of Shanghai Tingdong involves many other shareholders.
Tianyancha app shows that since January this year, there have been many major personnel changes in Shanghai Tingdong. Among them, Lu Jinbo, the founder of Guomai Culture, has been appointed as the director of Shanghai Tingdong, and his mother Sun Ni has withdrawn from shareholders.
Guomai culture has a close relationship with Han Han. Lu Jinbo single-handedly discovered Han Han and published many novels for him. Gomai Culture has also participated in many films directed by Han Han, such as "The End of the World" and "Four Seas". When Guomai Culture was listed in 2021, Han Han's mother Zhou Qiaorong directly held 2.446351 shares, accounting for 4.53% of the total pre-issuance share capital.
In April this year, Guomai Culture announced that it had signed a "Film Investment Cooperation Agreement" with Shanghai Tingdong to jointly invest in the production of the animated film "Starry Sky of the Three Kingdoms". Among them, Guomai Culture planned to invest 40 million yuan, and Shanghai Tingdong planned to invest 40 million yuan. Invest 10 million yuan.
The capital reduction negotiated this time has also shown a change of ebb and flow.Among them, Bona's shareholding ratio of Shanghai Tingdong's registered capital dropped from 11.25% to 9.40%; Alibaba Pictures' shareholding ratio dropped from 13.13% to 8.98%; Han Han and Lu Jinbo's shareholding ratios increased from 51.56% and 5.93% respectively. 56.33%, 6.48%. Han Han is also the chairman and general manager of the company.
In fact, apart from film-related activities, Han Han has not made many public appearances in recent years. After his failed attempt to test the catering industry, his public business plans mainly focused on the film business.
Wu Fei, a lawyer at Jiangsu Weiyi Law Firm, told Times Finance that currently, capital reduction is a hot word. Because at the end of last year, the revision of the "Company Law" was approved, the new "Company Law" will come into effect on July 1 this year. Some previously registered companies took a long time due to large capital subscriptions. After the new "Company Law" has a statute of limitations for registered capital subscriptions, capital reduction will be considered.
In addition, under normal circumstances, the company's capital reduction may have the following reasons: first, to reduce the capital contribution obligation that has not yet been paid in; second, the company's actual development needs have been excessive, and the capital reduction has been returned to shareholders; third, the capital contribution has been reduced Those who suffer losses should reduce their capital out of consideration of operating risks without violating laws and regulations; fourthly, shareholders who intend to withdraw their shares, upon agreement with other shareholders, can directly do so without buying or selling equity. Reduce capital and withdraw shares.
As of March 31, 2024, Shanghai Tingdong’s total unaudited assets were 1.063 billion yuan, and its total liabilities were 308 million yuan. For the whole year of 2023 and the three months ending March 31, 2024, the company's unaudited operating income was 629 million yuan and 54.3595 million yuan respectively; the net profit was 95.1353 million yuan and 10.1316 million yuan.
According to Tianyancha, Han Han currently works for a total of 14 companies; he is a shareholder of 10 companies, 2 of which have been cancelled.