Visual China).
When the last equity change was not settled, Guodu ** shares*** (hereinafter referred to as "Guodu **") had two more shares listed for transfer. Its originally intricate shareholder equity relationship will also be clarified in the entry and exit of new and old shareholders.
According to the Beijing Equity Exchange, Tongfang Innovation Investment (Shenzhen)**, hereinafter referred to as "Tongfang Venture Capital", 600100SH), Jiarong Investment, hereinafter referred to as "Jiarong Investment"), respectively, listed the national capital held by **595% shares, 146% of the shares, corresponding to the listing ** is about 91.1 billion yuan, 22.4 billion yuan, with a total transfer reserve price of 113.5 billion yuan. It should be noted that these two shares are ** transfers, and Jiarong Investment is a holding subsidiary of Tongfang Venture Capital. This means that, in total, 741% of the equity will be won by the same investor, and the "same party" will wave the capital of other countries.
At present, Zheshang ** (601878SH) is in the process of acquiring Guodu **, and it intends to acquire Chongqing International Trust shares*** (hereinafter referred to as "Chongqing International Trust") and other five companies holding a total of about 19% of Guodu **'s shares, and the "transaction intention" is very clear, intending to become a "major shareholder". For this reason, it is not excluded that Zheshang ** will also pocket the listed equity and further increase the shareholding ratio with other shareholders.
In response to the equity acquisition of Guodu**, Zheshang ** replied to the Blue Whale financial reporter that "according to the previous announcement, the results of the equity acquisition should be announced next week." ”
Zheshang intends to be the "largest shareholder" in the national capital
According to the Beijing Equity Exchange, the national capital **43.2 billion shares (741%) was listed and transferred by two shareholders, with a total reserve price of 113.5 billion yuan. One of them is the national capital **34.7 billion shares, accounting for 5% of the total share capital95% with a reserve price of 91.1 billion yuan;The other is the national capital **8536 held by Jiarong Investment280,000 shares, accounting for 1 of the total share capital46% with a reserve price of 2$2.4 billion.
It is worth noting that according to the requirements of the announcement, the two are ** transfers, which means that a total of 741% of the equity will be taken by the same investor. In addition, among the shares to be transferred by Tongfang Venture Capital, there are 099% of the transfer registration has been completed, but the approval process has not been completed, so the part of the shares held only enjoys the right to dividends, not the right to vote, and the voting rights are still in accordance with 496% calculated.
Previously, Zhejiang businessmen had been acquiring the national capital. On the evening of December 8, Zheshang issued an announcement on the signing of the "Framework Agreement on the Transfer of Shares of Guodu **" (hereinafter referred to as the "Framework Agreement"), and planned to transfer Chongqing International Trust and other 5 enterprises to hold a total of about 19 shares of Guodu15% stake.
Specifically, Zheshang signed the "Framework Agreement" with Chongqing International Trust, Tianjin Chongxin Science and Technology Development (hereinafter referred to as "Tianjin Chongxin"), Chongqing Jiahong Shengxin Commerce and Trade (hereinafter referred to as "Chongqing Jiahong"), Shenzhen Yuanwei Investment (hereinafter referred to as "Shenzhen Yuanwei"), and Shenzhen Zhongjun Investment (hereinafter referred to as "Shenzhen Zhongjun") to acquire the shares of Guodu ** 0639% held by the above five shareholders in cash, totaling 191454% shares.
One of the provisions of the Framework Agreement is particularly noteworthy, "If the proportion of shares of the target company with complete shareholder rights such as voting rights and nomination rights transferred by Zheshang ** from all transferors in aggregate fails to reach 15."8365%, Zheshang ** has the right not to carry out this transaction and does not assume any responsibility. It is pointed out that from this regulation, it can be seen that the Zhejiang businessmen have a clear goal this time, and they are intended to be the "largest shareholder".
Prior to this transaction, the largest shareholder of Guodu ** was China Chengxin Trust Co., Ltd. (hereinafter referred to as "China Chengxin Trust"), with a shareholding ratio of about 1333%, if the transaction goes smoothly, the shareholding ratio of Zheshang will exceed that of China Chengxin Trust and become the largest shareholder of Guodu.
On the same day, Tongfang shares (600100SH) held the ninth meeting of the ninth board of directors and deliberated and passed the "Proposal on the Public Transfer of All Equity of the Company's Wholly-owned Subsidiary Tongfang". Tongfang shares said that it agreed to the company's wholly-owned subsidiary, Tongfang Venture Capital, to transfer its holdings of Guodu **59517% equity, first listing** not less than the appraised value after filing, is 89.3 billion yuan.
At present, Tongfang Venture Capital has listed the shares for transfer, which is 8 more than the previous appraisal price9.3 billion yuan is about 18 million yuan higher, and will hold the national capital **34.7 billion shares, with 9The reserve price of 1.1 billion yuan was transferred out.
Based on the previous actions of Zhejiang businessmen, there are also views in the industry that Zhejiang businessmen may take over the current equity of Guodu ** transferred by Tongfang Venture Capital and Jiarong Investment. If the equity transfer is successful, Zheshang ** is expected to increase its shareholding to 2655%。
After the merger and acquisition, it is expected to complement each other's advantages
In recent years, Zhejiang businessmen have been paying attention to capital operation, and this year it has been moving frequently. In March this year, Zheshang** and Soochow** (601555SH), League of Nations** (601456SH) jointly competed for Oceanwide Holdings (000046SZ) held by Minsheng **347.1 billion shares. Eventually, people's livelihood **3030% of the equity is in the League of Nations**.
Although it was a "miss" this time, it showed a strong willingness of Zhejiang businessmen to carry out mergers and acquisitions in the same industry. In November this year, Qian Wenhai, the new president of Zheshang, revealed that "the company is actively looking for strategic mergers and acquisitions opportunities, and hopes to approach or become a first-class brokerage in the future, become stronger and better, and strive to be first-class." ”
For the merger and acquisition of the national capital, Zhejiang businessmen said to Blue Whale Finance, "the company focuses on serving small and medium-sized enterprises, has formed a good foundation for development in the Yangtze River Delta region, and is committed to vigorously developing the business of the Beijing Stock Exchange. ”
The reality seems to be true, Zhejiang businessmen are headquartered in Hangzhou, with the Yangtze River Delta region as their base camp;The national capital ** is to spread and develop to the Beijing-Tianjin-Hebei region centered on the Beijing headquarters. According to the 2022 annual report, Zhejiang businessmen have a total of 76 business departments in Jiangsu, Zhejiang and Shanghai, and only 9 business departments in the Beijing-Tianjin-Hebei North China region, focusing on the Yangtze River Delta in the key development areasThere are a total of 60 branches in the national capital, mainly distributed in Beijing, Hebei, Henan, Shandong, Shaanxi and other places, and the business development focuses on the northern region. If Zheshang merges with Guodu, it will supplement the disadvantages of both parties in terms of geographical operation to a certain extent.
At the business level, there is still a big gap between the strength of the national capital and Zhejiang businessmen. According to the semi-annual report of Guodu, the company's net profit attributable to the parent company in the first half of this year was 42.8 billion yuan;Operating income 83.2 billion yuan, the company's self-operated net income was 63.1 billion yuan;Net brokerage income was 12.2 billion yuan.
In the same period, the operating income and net profit attributable to the parent company of Zheshang were 845.6 billion yuan, 91.1 billion yuan;Among them, brokerage fee income is 125.1 billion yuan, compared with the national capital, revenue and brokerage business income reached ten times.
If Zhejiang businessmen successfully acquire the equity of Guodu, it is expected to promote the overall strength to a higher level. As of the end of the first half of 2023, the net assets of Zheshang ** will be 26.2 billion yuan, and the net assets of Guodu ** will be 10.4 billion yuan, which will reach 36.6 billion yuan after the merger, and the strength will be greatly improved.
However, Zheshang ** also said that the framework agreement signed this time is an agreement of intent, and the transaction is still in the preliminary planning stage, and the transaction plan still needs to be further demonstrated and negotiated.
The regulator ordered Guodu ** to clarify the shareholder equity relationship
According to public information, the national capital ** was established in December 2001. On March 31, 2017, the company was listed on the stock exchange. As of the end of 2021, the registered capital of the company was 58300 million yuan.
At present, there is no actual controller in the national capital. According to the 2023 interim report, the largest shareholder of Guodu**, Zhongxin Trust, holds 1333%, shareholders with a shareholding ratio of more than 5% include Beijing International Trust *** Guohua Energy Investment *** Tongfang Venture Capital, Chongqing International Trust, Oriental Venture Capital Management Co., Ltd., and Shandong Ocean Group *** The shareholding ratio is13%。Another 3 shareholders hold less than 5% of the shares.
However, Guodu ** has been punished by regulators several times for equity issues.
In January this year, the Beijing Securities Regulatory Bureau announced fines against 6 shareholders of Guodu. The fine pointed out that Chongqing Trust, a shareholder of Guodu **, privately united with five other shareholders to use voting rights in breach of contract, and the combined shareholding ratio may have a significant impact on the operation of Guodu **, but Guodu ** was not notified. Take advantage of the impact on the operation and management of the national capital ** to make improper related party transactions to make profits.
In April this year, Guodu ** was required by the regulator to suspend the sponsorship and underwriting business related to the issuance, the underwriting business of corporate bonds, and the assets of ** for six months. The Beijing Securities Regulatory Bureau ordered Guodu ** to take practical and effective rectification measures, clarify the equity relationship between shareholders, improve corporate governance, establish an effective internal control mechanism, and effectively improve the quality of investment banking business.
It is worth noting that if Zhejiang's equity acquisition transaction for Guodu is successfully concluded, Chongqing Trust, which has previously set off a storm of "equity pledge", will liquidate Guodu's equity, which may help Guodu improve corporate governance and open a new chapter. In response to the results of the acquisition, a relevant person from Zheshang ** responded, "According to the previous announcement, the results of the equity acquisition should be announced next week." ”