Due to the "intervention" of Baoneng, a barbarian at the door, Vanke A with a market value of more than 270 billion yuan was suspended for half a year from June 5438+February last year.
However, just before the scheduled deadline of June 18, the dispute of Vanke's "right to speak" was stirred up again because the shareholding ratio may change.
According to the announcement issued by Zivanko on June 18, the day before yesterday, the board of directors of the company reviewed and approved the Proposal on the Company's Issuance of Shares to Purchase Assets and Related Transactions. Vanke intends to purchase 0/00% equity of Shenzhen Metro Qianhai International/KLOC-0 by issuing shares, and the initial transaction price is 456130,000 yuan. All transactions will be paid by issuing shares.
After the completion of the additional issuance, Shenzhen Metro will acquire 20.65% equity of Vanke and become the largest shareholder of Vanke. At the same time, the shares of China Resources and Baoneng (Shenzhen Jushenghua and Qianhai Life Insurance) will be diluted.
Due to the after-the-fact audit, Vanke A will continue to suspend trading from June 20, and will be notified to resume trading after obtaining the audit results of Shenzhen Stock Exchange.
However, the result of clinker has aroused doubts from China Resources, the former largest shareholder.
In addition to the news that three directors of China Resources voted against the issuance plan at the board meeting in Zivanko on June 17, on June 18, China Resources also posted a message on the official WeChat saying that it is in the interest of Vanke and all shareholders not to agree to acquire assets by way of additional issuance.
He also pointed out that Vanke did not inform all directors whether it had obtained independent legal opinions or submitted the contents of the announcement to all directors before the announcement, which seriously damaged the dignity of the board of directors and the board of directors.
If Vanke does not re-examine the problems existing in the restructuring plan and put forward the same plan for voting at the future board of directors or shareholders' meeting, China Resources will continue to vote against it.
Some market participants pointed out that as the largest shareholder of Vanke for many years, China Resources has always been regarded as a supporter of Vanke's management.
Until the early days of the "Wanbao dispute", Vanke also turned to China Resources for help to increase its holdings.
However, the questioning of the issuance and reorganization plan has made the original "Wanbao dispute" evolve into a situation of "three countries killing each other".
It is more likely to "sit down and talk" in the end.
It is noteworthy that Baoneng Department, one of the original protagonists of the "Wanbao dispute", gradually kept a low profile after meeting with China Resources before the Spring Festival this year.
After the "dispute between China and Wan" broke out, some media reported that China Resources agreed in principle to acquire Vanke shares under Baoneng's name, but it was denied by China Resources.
However, according to Xia Qiang, deputy secretary-general of Fudan University's Real Estate Research Center, the evolution of Vanke's equity dispute is not based on the so-called dispute over the distribution of "discourse power". "Capitalists cannot fight only for their own interests." He said that the incident actually reflected the struggle of industrial capital for the control of high-quality assets.
As for why China Resources is questioning now, apart from the consideration of the time node, there may be many discussions about introducing the deep subway.
According to the procedure, Vanke's acquisition plan has been submitted to Shenzhen Stock Exchange for review. Generally speaking, the Shenzhen Stock Exchange needs 65,438+0 to 2 months to review, during which it may be necessary to modify the plan and submit it to the board of directors for secondary consideration, and then convene a general meeting of shareholders for review.
In addition, after the "spoiler" of "barbarian" Baoneng, Vanke's shareholding structure is no longer loose. Except for Baoneng, China Resources and Anbang, most of the major shareholders are institutions, and the concentration of equity is already high.
Market participants believe that the voice of other shareholders, including Baoneng, will be a key spatial factor.
"The dispute over Vanke's equity is full of twists and turns, and finally it is estimated that we should' sit down and talk'." Huaan Securities believes that at present, several parties cannot say that they have a decisive advantage, so the stock needs to reach an agreement through negotiation and obtain a relatively balanced and satisfactory result before it can resume trading. "After all, if Vanke's proposal is not passed quickly, the stock price will plummet, which is what the relevant parties do not want to see."
The event itself can be written into the textbook of mergers and acquisitions.
This incident has attracted the attention of the market and has also become a hot topic in the financial circle.
"The disadvantages of the independent director system can be seen from the connection between Vanke and independent directors." Liu Jipeng, deputy director of the Independent Board Committee of China Association of Listed Companies and dean of the Institute of Capital and Finance of China University of Political Science and Law, believes that Vanke's independent directors openly and frankly avoided voting, which shows the defects in the implementation of the independent director system of listed companies in China, and is highly anticipated by regulators and investors.
That is, "independent directors are not independent" and "independent directors do not understand". No wonder minority shareholders criticize independent directors as vases.
Liu Jipeng told Huashang Daily that whether it is the complexity and comprehensiveness of Vanke's merger and reorganization or the attention of shareholders to the struggle for control, this incident lasted for a long time and attracted high market attention. "This case can be written into the textbook of the history of mergers and acquisitions in the capital market." On the basis of consultation between all parties, the final result is the final decision of the shareholders' meeting.