In China, the relationship between shareholders and management has always been a sensitive issue. Not long ago, when Alipay and other companies became "no actual controller", the first thing that came to mind was Vanke and Gemdale. This is not because the shareholding structure of Vanke and Gemdale is similar, but because the role of management in the company is becoming more and more important.
The decentralization of the equity of private real estate enterprises is also appearing more and more in the cycle of urgently needing to find someone to save lives. With the entry of white knights of various identities, the structure of most private real estate enterprises with a high concentration of equity in the boss family is changing. Xinhu Zhongbao (600208SH) is the latest interpretation of this assertion.
Those who can find rescuers at this time are all cattle people, not to mention that the rescuers found are still state-owned. On the evening of January 8, Zhejiang Xinhu Group, the controlling shareholder of Xinhu Zhongbao, and its concerted actors, Zhejiang Hengxingli Holding Group (hereinafter referred to as Hengxingli) and Quzhou Zhibao Enterprise Partnership Management Enterprise (hereinafter referred to as Quzhou Zhibao), made a big transaction, and the assets of the transaction were the listed company Xinhu Zhongbao 1843% equity.
Through this deal, Xinhu Group and Hengxingli got back more than 3 billion yuan in cash. Converted, the per share ** is about 1917 yuan, which is equivalent to a 9% discount on the share price of Xinhu Zhongbao on the previous trading day.
In the case of a real estate company with a lot of debts and pressure on capital flow, it can still find rescuers and sell a good **, and the controlling shareholder can take away more than 3 billion yuan in cashIt is very rare in the current real estate industry. In fact, this is just a "continuation of the following transaction": in February 2023, Xinhu Group made a deal with Xin'an Caitong Intelligent Manufacturing Equity Investment Partnership (hereinafter referred to as Xin'an Caitong), also from Quzhou, in the same way, transferring 10% of the equity at that time and recovering more than 2.2 billion yuan in cash.
Tracing back to the equity of Quzhou Zhibao and Xin'an Caitong, they are both state-owned assets in Quzhou, Zhejiang. That is, almost a year,The controlling shareholder of Xinhu Zhongbao recovered more than 5.2 billion yuan in cash through the transfer of equity to Quzhou State-owned Assets.
If it weren't for the existence of the transaction of Xinhu Zhongbao, it may be difficult for many real estate companies to realize that their equity can still be so valuable.
After the two equity transactions, the equity ratio of Xinhu Zhongbao is very interesting. Huang Wei, the actual controller of the original controlling shareholder, and his concerted actors, now hold shares；The counterparties of the transaction, Quzhou Zhibao and Xin'an Caitong, which have a state-owned background in Quzhou, are now holding shares。The latter is 0 more than the former15%, although it is only a fraction more, but more is more, and theoretically it should be a major shareholder.
However, Xinhu Zhongbao said that the deal: first, did not trigger the tender offer, and second, did not lead to a change in the company's actual controller. The reason is that "after this share transfer, the board of directors and management of the listed company will continue to remain stable". Xinhu Zhongbao's statement is not unreasonable, for the company, the equity is dispersedIn the case of similar shareholding ratios, the structure of board seats almost determines the control of the company.
Xinhu Zhongbao now has 7 seats on the board of directors, 3 seats are nominated by Xinhu Group, 1 person is nominated by Xin'an Caitong, which bought shares in February, and the remaining 3 seats are reserved for independent directors. The seating structure of this board of directors can indeed ensure that Huang Wei and those acting in concert actually control the board of directors. Judging from the current information, after the latest equity transaction, so far, there has been no information disclosure indicating that the board of directors will be reshuffled. Friends who are familiar with the situation said that the current structure of the board of directors will be stable for at least a while.
Rescuers were brought in, and cash was recoveredAlthough the equity is less, the control and the right to speak have not changedHuang Wei and Xinhu Zhongbao should be regarded as "models of our generation" by many real estate companies struggling to survive.
Although such a shareholding structure is not comparable with the shareholding ratio of the major shareholders of Vanke and Gemdale, Huang Wei, a wealthy businessman in Wenzhou, is also not comparable with the management of Vanke and Gemdale WenqiuBut under such a structure, the new lake treasure,In the long run, we should also face the problem of how to face major shareholders, coordinate the relationship with major shareholders, and meet the strategic requirements of major shareholdersIn particular, the shareholders introduced by this are still state-owned.
From this point of view, the real estate industry "has one more Vanke and Gemdale". How to deal with 0 more than yourselfThe relationship between the 15% shareholder of Quzhou's state-owned assets also tested the wisdom of Huang Wei and the existing management. It is worth noting that Huang Wei should never be equated with ordinary management.
The people who can find state-owned assets to save the field at this time are all cattle people.
Xinhu Zhongbao and the Xinhu system behind it have a good reputation in the capital market.
Xinhu Zhongbao is mainly engaged in real estate. Huang Wei, the actual controller of the Xinhu system, is generally classified as a "wealthy businessman in Wenzhou" in the business worldIt is rumored that he started by selling glasses, and he is a representative of seizing the opportunities of the times after the reform and opening up, and working hard to get rich.
According to the business circles, the rapid growth of Huang Wei's wealth accumulation came from the purchase of subscription warrants to invest in the Shanghai ** trading market in the early years, that is, in Wong Kar-wai's TV series "Flowers", Mr. Bao rushed in to buy "that paper" before the exchange closed. Since then,He is also engaged in ** investment, and he is also a well-known figure in the circle. Later, he once wanted to package his own ** business to be listed, but due to various factors, it was temporarily shelved.
In the capital market, Xinhu Zhongbao has always been regarded as a master of financial technology. The company was particularly fond of guaranteeing the controlling shareholder at the time. In August 2023, more than 4 months before the second equity transaction, Xinhu Zhongbao also renewed a guarantee to its controlling shareholder, Xinhu Group, with an amount of 600 million yuan.
A friend who understands the situation said that the guarantee of 600 million yuan is for two loans from Xinhu Group. One is a loan of 100 million yuan guaranteed by the Hangzhou West Lake Branch of Shanghai Pudong Development BankThe other is to provide a guarantee of 500 million yuan for a loan to the Hangzhou branch of China CITIC Bank. There are two main shareholders of Xinhu Group, one is Huang Wei, who holds 5761%, the second is Li Ping, holding 2471%。Li Ping and Huang Wei are husband and wife.
This should not be the only operation, judging from the financial data of Xinhu Zhongbao, by August 2022, the guarantee provided by Xinhu Zhongbao to the controlling shareholder and related persons at that time has reached 258.4 billion yuan.
Xinhu Zhongbao also has the habit of providing financial assistance to the company's controlling shareholders and related parties. In the Xinhu system, there is a company called Xinhu Holding Co., Ltd. *** hereinafter referred to as Xinhu Holdings), Xinhu Group holds 52% of the shares, and Xinhu Zhongbao holds 48% of the shares.
It is by using this mechanism that Xinhu Zhongbao has provided financial assistance to Westlake Holdings many times, and the amount of funding is as high as 23 from September 2018 to March 2019 alone700 million RMB;December 2019 February 2020, there were 5700 million yuan;In November 2021, Xinhu Zhongbao repeated its old skills and funded Xinhu Holdings 2100 million, and these funding acts were directly handled without going through the necessary procedures.
So,It is very important to have a listed company, and it is also important to actually control the listed company.
Now that the state-owned shareholders have come to the rescue and won the largest shareholder in terms of proportion, Xinhu Zhongbao should not always do this, otherwise it will be a trouble for everyone. In the future, under this kind of governance structure, Xinhu Zhongbao will face an important issue in its corporate governance, that is, what is the attitude of state-owned shareholders towards various related party transactions or guarantees that will occur in the future?
Just a month before the second equity transaction with Quzhou state-owned assets, Xinhu Zhongbao also made 4$5.5 billion in guarantees.
From the perspective of the role played by the state-owned shareholders of Vanke and Gemdale in the operation of the two companies, support and supervision are the main functions. Whether it is Shenzhen Metro or Futian State-owned Assets, they have not intervened too much in the daily operation of Vanke and Gemdale, and only provide support and help when the company's operation encounters difficulties. For example, the Shenzhen State-owned Assets Supervision and Administration Commission optimized the financial market expectations for Vanke's platform, and Futian State-owned Assets transfused Gemdale through the acquisition of assets. At the same time, Shenzhen Railway also sent the chairman to serve as the vice chairman of Vanke, and Gemdale also plans to amend the company's articles of association to add the position of vice chairman.
A question ensued:With the state-owned assets of Quzhou, Zhejiang Province with a weak 015% advantage, become the first shareholder of Xinhu Zhongbao in terms of equity ratio, will Xinhu Zhongbao enter the field of vision of audit supervision of Zhejiang Quzhou state-owned assets?There is no answer to this question. However, this issue is worth paying attention to, because the state-owned assets of Shenzhen and Zhejiang are both strong in financial strength, and they often appear in various equity acquisition or asset restructuring transactions.
To put it more bluntlyHow can Xin'an Caitong and Quzhou Zhibao play the role of representatives of state-owned capital investors in Xinhu Zhongbao and perform the corresponding functions?
Looking at Vanke and Gemdale, the management of the two companies and the state-owned shareholders and major shareholders can reach a certain balance, based on the company's high level of governanceIn particular, on sensitive issues such as related-party transactions, both companies are able to handle decision-making matters in accordance with regulations and procedures, which is a very important foundation and the most important prerequisite for state-owned shareholders to be assured that they will not interfere in the daily operation of the company. This point should give Quzhou state-owned assets and Xinhu Zhongbao enough inspiration.
Recently, in addition to Wong Kar-wai's "Flowers", the TV feature film "Continue to Make Efforts and Advance in Depth" has also received widespread attention. In the second episode, the relevant authorities disclosed a case that occurred in a grassroots grain depot in Heilongjiang Province. This is a grassroots grain depot that is jointly operated by state-owned capital and social capital after the reform of mixed ownership. According to the governance framework designed at that time, the chairman of the board of directors of state-owned assets and the general manager of social capital were dispatched, and the general manager was responsible for the day-to-day operation.
However, in the actual operation process, the chairman representing the state-owned assets did not come to work at the grain depot for a long time, resulting in a lack of supervision. In the case of "one person has the final say", the general manager not only **grain depot** 24 million yuan, but also embezzled grain depot funds for the operation of other enterprises under his name. In the end, the general manager was sentenced for the crime of ** and misappropriation, and the chairman representing the state-owned assets was also dealt with by party discipline and state law.
Quzhou state-owned assets and Xinhu Zhongbao must answer this answer well.