History and Development
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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY AND DEVELOPMENT OUR HISTORY 3rd Sch 21 The history of our businesses can be traced back to 1988 and we are now the sole App1A-28(2) commercial property platform of Dalian Wanda Group, which is controlled by our ultimate Controlling Shareholder, Mr. WANG Jianlin. Mr. WANG Jianlin, by himself and through Dalian Wanda Group, is principally engaged in commercial property, luxury hotels, culture & tourism, department stores, entertainment businesses and e-commerce business in the PRC. Mr. WANG Jianlin has over 25 years of experience in the real estate industry. The following are the significant business developments and milestones of our businesses: Year Events 1988 • Our business commenced by participating in the redevelopment of urban areas in the PRC, which laid down a solid foundation for our business in the future 1993 • One of the earliest real estate companies engaged in cross-region operations in China 2002 • The first generation Wanda Plaza opened, a single commercial building • Our predecessor was established, which provided a clear and independent platform for the future development of our business 2003 • The second generation of Wanda Plaza opened, which was a mixed-use commercial complex which typically comprises three to five buildings connected via an outdoor pedestrian street 2006 • The third generation of Wanda Plaza opened, which was a large-scale, mixed-use integrated complex which typically comprises a shopping center with indoor walkways, office buildings and residential buildings, and often includes hotels • Our business expanded into the development and operation of luxury hotels 2008 • Our headquarters were relocated to Beijing, the capital city 2009 • Our Company was incorporated 2012 • We opened six self-operated hotels under our own brand 2013 • We acquired a 65% interest in the HK Listed Subsidiary • We acquired a property in London, our first overseas property project, which will be developed into a complex featuring a luxury hotel with residential and commercial components • Construction of the first “Wanda City” commenced in Harbin • We first tapped into the international financial markets by App1A-23(2) issuance of US$600 million bonds due 2018 — 134 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY AND DEVELOPMENT OUR ESTABLISHMENT AND MAJOR CHANGES IN THE SHAREHOLDING IN OUR LR19A.42-57 PREDECESSOR AND OUR COMPANY Our predecessor was established on September 16, 2002 with an initial registered capital App1A-5 of RMB10 million, of which 50% was contributed by Dalian Wanda Real Estate Company Limited (大連萬達房地產有限公司)(“Dalian Real Estate”), a wholly-owned subsidiary of Dalian Wanda Group. On December 10, 2009, our predecessor was converted from a company with limited liability into a joint stock company with limited liability, as a result of which our Company was established. In January 2005, Dalian Wanda Group, through its wholly owned subsidiary, Dalian Wanda Group Real Estate Management Co., Ltd. (大連萬達集團房地產管理有限公司)(“Dalian Real Estate Management”), acquired the other 50% of the registered capital in the amount of RMB5 million. Mr. WANG Jianlin, through his controlled Dalian Wanda Group, came to control our predecessor. On September 10, 2007, our predecessor, Dalian Real Estate, Dalian Real Estate Management, Dalian Wanda Group and Beijing Wanda Investment Company Limited (北京萬達投資有限公司)(“Beijing Wanda”), a company owned as to 98% by Mr. WANG Jianlin and as to 2% by his son, Mr. WANG Sicong (王思聰), entered into a capital increase agreement (the “2007 Capital Increase Agreement”), pursuant to which Dalian Wanda Group and Beijing Wanda made further capital contributions to our predecessor in the amount of, respectively, RMB1,610 million and RMB180 million, whereby the total registered capital of our predecessor was increased to RMB1,800 million. The 2007 Capital Increase Agreement also provided that each of Dalian Real Estate and Dalian Real Estate Management would transfer to Dalian Wanda Group their respective entire interest (as equivalent to RMB5 million in the registered capital) in our predecessor. Immediately upon the completion of the transactions contemplated under the 2007 Capital Increase Agreement, our predecessor was owned as to 90% by Dalian Wanda Group and 10% by Beijing Wanda. Following the completion of the capital increase contemplated under the 2007 Capital Increase Agreement, we carried out a corporate restructuring exercise between 2007 and 2008 for the purpose of rationalizing the holding structure of the commercial properties business within Dalian Wanda Group whereby our predecessor acquired from Dalian Wanda Group 27 companies engaging in property development, hotel and property management operations for a total consideration of approximately RMB1,852 million, which has been fully settled. The considerations for these acquisitions were determined with reference to the audited net asset value of the relevant company or the registered capital of the relevant companies. Following the completion of these acquisitions, our predecessor became the sole platform of our commercial property business. Since 2007, there have been changes in the shareholdings in our predecessor. Of the various changes since 2007, in June 2008, Mr. WANG Jianlin transferred equity to 37 individuals, who were employees of our Group or persons whom we considered to have contributed to our growth and success. By allowing those persons, in particular our employees, to share the growth of our success by direct shareholding, the interests of our employees or person who had contributed to our growth and success were aligned with ours. The transfers involved an aggregate 3.04% interest in our predecessor, equivalent to RMB54.8 million of its registered capital at that time. The consideration for the said transfers was based on the par value of the registered capital. — 135 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY AND DEVELOPMENT Other changes in the shareholdings in our predecessor were occasioned by bringing in strategic investors to our predecessor as well as shareholders divesting their investment. Immediately prior to the establishment of our Company in December 2009, the entire registered capital of RMB1,800 million of our predecessor was held by 50 shareholders, including Dalian Wanda Group and Mr. WANG Jianlin, who, respectively, directly held approximately 58.16% and approximately 7.39% interests. On December 4, 2009, the said 50 shareholders resolved to form our Company by converting our predecessor into a joint stock company. The conversion process involved converting the net asset value of approximately RMB3,654.8 million to shares at a ratio of 1:0.985 by which our share capital was increased to RMB3,600 million divided into 3,600 million shares with par value of RMB1.00 each. Our Company was restructured as a joint stock company with limited liability on December 10, 2009. The entire share capital was paid up and issued to the said 50 shareholders, whose shareholdings before and after the conversion remained the same. The shareholding structure of our Company immediately upon our establishment was as App1A-8(1) follows: Mr. WANG Jianlin 98% Dalian Hexing 2% (Note 1) 98% Our Directors, Senior Other Management and Supervisors Shareholders Dalian Wanda Group (Note 2) (Note 3) 7.39% 58.16% 1.69% 32.76% Our Company Notes: (1) The remaining 2% interest in Dalian Hexing is owned by Mr. WANG Sicong (王思聰), the son of Mr. WANG Jianlin. (2) These shareholders included our present executive Directors, Mr. DING Benxi (丁本錫), Mr. QI Jie (齊界) and Mr. QU Dejun (曲德君); 2 of our non-executive Directors, Mr. ZHANG Lin (張霖) and Mr. YIN Hai (尹海); 4 members of our present senior management other than Directors, namely, Mr. CHEN Ping (陳平), Mr. NING Qifeng (寧奇峰), Mr. QU Xiaodong (曲曉東) and Mr. LIU Chaohui (劉朝暉); and one of our present Supervisors, Ms. GAO Qian (高茜). None of them held more than a 5% interest in our Company. — 136 — THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY AND DEVELOPMENT (3) These “Other Shareholders” included (A) 7 corporate shareholders and (B) 31 natural person shareholders, including Ms. LIN Ning (林寧女士), the spouse of Mr. WANG Jianlin, who held 2.89%. With respect to those corporate shareholders, to the best knowledge, belief and information of the Company after having made all necessary and reasonable enquiries, their respective ultimate beneficial owners were independent third parties. With respect to the 31 natural person shareholders, save Ms. LIN Ning (林寧女士), they were all independent third parties. Save China Construction Bank International Capital (Tianjin) Co., Ltd. (建銀國際資本管理(天津)有 限公司) holding a 6% interest in our Company, none of these “Other Shareholders” held more than a 5% interest in our Company. On December 13, 2010, we entered into a capital increase agreement with 115 individuals, who were employees of our Group and employees of members of the Dalian Wanda Group, pursuant to which the said 115 individuals subscribed for a total of 136 million new Shares of par value of RMB1.00 each at a subscription price of RMB1.05 per each Share, equivalent to approximately 3.78% or 3.64% of the total number of issued Shares before and after the issue of such new Shares, respectively. As a result, our registered share capital was increased from RMB3,600 million to RMB3,736 million. The subscription monies in the aggregate of RMB142.8 million were received by us in December 2010.