Buying Stocks Is Not Easy To Cut.

Mega Sheng bought 549 million shares of Vanke A through 7 information management schemes, and the Shenzhen Stock Exchange requested huge Shenghua to explain the total amount of acquisition funds and funding sources of the 549 million shares. Ju Sheng said that the total amount of acquisition funds was 9 billion 652 million yuan, all of which were implemented through the asset management plan, and all the information management plans were graded.

The author believes that we should further strictly regulate the use of capital leverage in acquisitions.

Qianhai life insurance should act cautiously. The position of "pure financial investors" is quite right. If there are other inequities, it may lead to "double lose" or even "more lose" consequences; in fact, if it comes to anti takeover, the major shareholders and management can use scorched earth tactics in extreme cases, or sell stocks in the market in the future (at present the stock price is very high), so that the share price will be knocked down, so that the tight leveraged capital chain of Qianhai life may collapse due to the loss of related parties, which is worthy of great attention.

According to information disclosure, in the 7 capital management plans, the clients of the aggressive / poor post / ordinary level of the HUAWEI Sheng management plan are 2 years, and the other 2 are 3 years. The voting power of Vanke A shares held during the duration of the information management plan is very large.

The above plan provides for the management of ginseng to issue investment instructions according to the investment proposal of Shenghua. In addition, the above plans will set a net share of the planned share of 0.8 yuan to the opening line. When the asset management plan share net value is less than or equal to the opening line, mega Sheng will need to add additional premium in accordance with the requirements of the administrator.

A dilemma may be hidden here.

If Vanke falls more than 20%, and there is no follow-up fund to be added to it, then according to the agreement, the 7 capital management plans may be closed.

However, these stocks are sold for sale, can they be cut off? No, also, the seventy-fourth provision of the management method of acquisition of listed companies stipulates that "in the acquisition of listed companies, the shares of acquired company held by the acquirer shall not be pferred within 12 months after the completion of the acquisition."

Huge Shenghua buys 549 million Vanke A shares through the information management plan.

Part of these stocks will not be reduced at least in the next 12 months.

Then, once the extreme fall prices hit the closing line,

Is it cutting or not cutting?

Ju Sheng and Qianhai life invested $34 billion before and after winning the largest shareholder seat of Vanke. In order to raise these funds, Ju Sheng used 4 leverage measures, namely, margin trading, yield swap, equity pledge and information management plan. That is, the use of other levers in other funds raising, which made the Vanke's stock price fall and its ability to resist risks is very poor.

The information from the 7 capital management plans is 2 or 3 years, or it can be seen that the huge sum of money spent on buying Vanke A is likely to be speculative. Because the priority in the management plan is to withdraw and get the corresponding return in the next two or three years, it is decided that these stocks may be sold in the market in the next two or three years.

At present, there is no actual controller in Vanke A. Ju Sheng and its concerted action have become the largest shareholder. Such a large speculative capital becomes the largest shareholder. Its influence on the governance of listed companies can not be ignored.

As far as this case is concerned, I have the following understanding:

First of all, the acquisition of

Use system specification.

In order to avoid the problem of forced liquidation of the acquirer after the use of capital leveraged buyout, a way is to prohibit the acquisition of leverage by the acquirers, so that there will be no mandatory liquidation. The other way is to allow the acquirers to use leverage funds to acquire, but do not allow the mandatory liquidation clause in the leveraged capital agreement, such as the information management plan. If the financial investor intervened in the acquisition, he would have to bear the risk of the stock being not allowed to be sold in December. This should be the mandatory requirement of the acquisition method. If the mandatory liquidation clause is contained in the agreement, the content of the clause will be invalid because of the violation of the law.

Secondly, after the acquisition of Kui Sheng, the stability of listed companies should be maintained.

Qianhai life insurance and other enterprises are controlled by Yao Zhenhua. Yao Zhenhua once claimed that they only wanted to be pure financial investors, but there was a view that their takeover intention might be to enter Vanke's board of directors or even to reorganize management, and to use Vanke platform to activate another asset, "Bao can real estate", which could lower the value of Vanke.