Credit：Visual China

Country Garden and Wanda entered into a conditional share transfer agreement, which will allows the former to sell a 1.79% equity interest in Zhuhai Wanda Commercial Management Group Co., Ltd. (Zhuhai Wanda), to other subsidiaries of Wanda for RMB3.07billion (US$428 million), according to a filling with the Hong Kong Stock Exchange (HKEX) on Thursday. The Wanda parties will repurchase the stake in three installments, and they have to make the third payment by March 31 2024 if the relevant conditions set out in the agreement are not fulfilled due to their fault. Upon completion of the sale, Country Garden will no longer own any interest in the commercial property management unit of Wanda.

Zhuhai Wanda is the only business platform for asset-light operation and management of commercial centers under Dalian Wanda. It manages 494 large-scale commercial centers, of which 290 are commercial centers owned by Dalian Wanda and 204 are third-party asset-light commercial centers as of November 2023. Country Garden spent RMB3.23 billion for the 1.79% stake in July 2016, joining a group of pre-IPO investors including PAG, Tencent Holdings to infuse a total of RMB38 billion. These investors can exit through a Hong Kong listing or sell back their stakes if Zhuhai Wanda fails to go public by the end of this year. Wanda hasn’t revealed the timetable about the unit’s listing yet. Earlier this week, Wanda unveiled it has signed a new investment agreement, which allows PAG and other investors to re-invest their money at the repayment due date of an investment in 2021 after Wanda pays back their original stakes, effectively avoiding a year-end repayment of more than RMB40 billion including the principal and interests.

For Country Garden, its early exit, even that will bring about huge losses in the near term, is helpful in the long run. The Foshan-based company expected it will record an accumulated other comprehensive loss of about RMB160 million. It suggested the transaction is part of  efforts to resolve the “periodic liquidity pressure”. The property developer said it only holds a minority interest in Zhuhai Wanda, and the sale will be beneficial since it can lock in a more appropriate transaction price and exit path in advance to avoid the significant uncertainty of the timing of and amount realized in a future exit, so as to effectively protect the realization value of its investment assets. The net proceeds from the sale will be used for the offshore restructuring as the company is seeking a comprehensive solution to fully address current offshore debt risks.

A day prior to the Wanda stake sale, Country Garden narrowly averted its first default on local bonds. It said on Wednesday that it has remitted more than RMB800 million (US$111.42 million) to fully repay the principal and interest of a RMB800 million yuan bond due on December 13 2024. The repayment was made for bondholders who chose to exercise the put option by November 28.

Country Garden failed to make a US$15 million coupon payment on a bond due September 2025 when a 30-day grace period ended October 18. The company said in October that it expects to be unable to fulfill all the offshore debt obligations as scheduled and hopes to seeks a holistic solution to address the current offshore debt risks it is facing, so as to allows it to return to track of healthy development and protect rights and interests of all stakeholders including customers, employees creditors to the greatest extent.

According to a filling on Tuesday, Country Garden announced new action to trim cost. Its four board directors including Yang Huiyan, the Chairman and Executive Director, voluntarily proposed to cut their pays, with a reduction range from RMB120,000 to RMB3 million. The company said it has made several pay adjustments to executives in the past two years, resulting a decrease of 86% in their pay over the period.

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