Do not forget to Xu India will be the big d!Shenzhen Railway or 30% of the tender offer triggered the red line

Bao is able to sense a microcosm of the Department of private enterprise。Boland Department Vanke holdings as a litmus test, can test private enterprises in the country's real status。  March 16 ,, and the Shenzhen Metro Group has announced, opened Vanke stake in the dispute is "final chapter" prelude。  Relevant disclosure are the same thing, namely China Hengda with Shenzhen Metro Group signed a "strategic cooperation framework agreement" and the "Agreement"。Accordingly, Hengda will hold his hands Vanke total share capital accounted for 14.07% of the voting shares of the proposal right and right to participate in the general meeting of shareholders, irrevocably delegated to the Metro Group, for one year。  Within the validity period, Metro Group direct full exercise of the specific rights of shareholders。The commission has exclusive, Hengda if the exercise of specific rights of shareholders, are invalid behavior。  Shenzhen Metro Group which had been held by China Resources Group transferred from the 15.31% stake in Vanke, Evergrande now plus commission, Metro Group of Vanke may exercise the right to vote, proposals such as the right suddenly increased to 29.38 percent, approaching the relevant provisions of the 30% holding red line。  In fact, if you count Xu Jiayin good cards faithful – Hong Kong "big d will be" held Vanke shares (Are they not undergoing the persons acting in concert?), The deep iron actual control of voting rights has exceeded 30%, the tender offer touch the red line。  Zhefan move clearly point to the upcoming battle Vanke board seats。In other words, Hengda and two Shenzhen Metro, Vanke ready to discuss with the Board of Directors re-election this major event to do。  Why Vanke strongly reject Boland Department strange is that in recent published reports, not whether Vanke management and "Boland line" Yao Zhenhua have had direct or indirect communication of the message。To date, the Department of Po can hold Vanke 25.4% of shares, is still the largest shareholder of China Vanke。  On board elections this event, the company's management and its largest shareholder if there is no communication, at least this is not a normal phenomenon。  Wang always said in the past that he is China's first professional manager, is senior employee, management may like Vanke now so gusto, without any clear meaning of the major shareholders in the eye。Vanke in the eyes of management, I am afraid that the number of total shares are alone, "those who submit" is the major shareholder, "against me" only "barbarians"!Wang Yao Zhenhua said at the shareholders meeting to apologize last year, but it seems the scene, then。  Of course, Vanke Wang Shi as the representative of the management of the Department of Po can buy shares of China Vanke, China Vanke has become the largest shareholder of attitude, is "no secret"。Therefore, China Resources Group, Metro Group transferee of shares held by China Vanke, Evergrande commissioned Metro Group to exercise voting rights, the right proposal, in most public interpretation, the system is able to guard against treasure "control" Vanke taken large capital maneuvers。Since the anti-too late, Vanke and how management will take the initiative to communicate with the Department of Boland?  But do not know if anyone thought, did everything Vanke, Hengda, deep subway and other parties, whether it is to defend the interests of Whose?  To say that this is to protect the interests of the state capital, are priced at $ 15 last year, Vanke ready.88 yuan to introduce the Shenzhen Metro Group (Metro Group and later transferred to China Resources share price of 22 yuan), prompting the central enterprises predators China Resources Group immediately fell out, the solution for what?  Vanke is a mixed ownership company, Vanke and China Resources Group as a long-largest shareholder, first and foremost to protect the interests of China Resources fishes, why did Vanke's management would rather give up the central level, and wish to commit local state-owned enterprises?Justified ah this reason。  If this is to protect the outstanding national enterprises, listed companies in the ordinary course of business, so from the "capital predators" of the interference, sabotage, it also does not make sense。Phenomenon in the capital markets, or in the course of business, ownership structure changes, major shareholders and even the actual controller changes are normal。Po can control the system have not yet come to the point where Vanke daily operation of the system, that is what people found to carry out his destruction?  Besides, the Department of Po can cost tens of billions of Vanke shares purchased, if the purpose is to bring down a company, it is also very irrational。Or that the department can do is to treasure pushed up stock prices, make a small fortune to leave?If that can be arrayed in front of a cash cow, cornucopia, year after year can bring stability to return substantial profits for investors, doing so would not be "Banded", who would be so stupid?  So, it all looks more like "special operations" Vanke management to protect their own interests taken, namely the introduction of investor confidence in themselves, they do not get rid of investor confidence。In other words, the acquisition of Vanke Department of Po can use the money yuan, the Shenzhen Metro to the White Vanke get the money is RMB, but Boland Department money, Wang Shi, who is not a solid feel special, that's all。  But, Vanke management to his own interests, and the interests of other large shareholders set the expense of small investors (long-term suspension, and regardless of stock price volatility, the Shenzhen Metro Group Reorganization price is too low), it is inevitable people whom sad。  As an excellent representative of the domestic listed companies, China Vanke management approach is not without reflection of the gap between domestic corporate governance and modern spirit of enterprise!  Boland Department is entitled to exercise the rights of shareholders someone might say, Vanke Wang Shi is not only a professional manager, is also the founder of Vanke, China Vanke is he single-handedly developed into the largest development companies, so he has the right to welcome or not welcome who do major shareholder of China Vanke。  This is certainly possible, but it requires Wang made the appropriate institutional arrangements for Vanke shares on the truth。Very simple, not listed China Vanke, so when the big shareholders who want to introduce no problem。Alternatively, the management, including Wang, including by holding their own when their own masters, this is enough to resist the so-called "barbarians"。  Since Vanke A + H shares are publicly traded, it must comply with laws and regulations related to capital market, that is, anyone can through the acquisition, raised placards to become the largest shareholder of China Vanke in the secondary market, as long as the entire process is in line with legislation。  So the question is, can Hengda placards on the secondary market, has become the third largest shareholder of China Vanke, China Vanke Ampang can also buy shares in the secondary market, becoming its largest shareholder, why do lines can be replaced treasure to die?  We are all equal market players, minimum procedural justice is, we all have to abide by the same rules of the game。And that means, even if Vanke not welcome on the management system can treasure subjective, Yao Zhenhua contempt on the moral, but the people sent cards, a Less!  Specific to the shareholders' rights, since the Boland department has Vanke 25.4% stake it owns 25.4% of the voting, the difference between the decimal point is not a digital line。Since the system is able to treasure Vanke largest shareholder, it will have the same right to nominate candidates for director, and the right to own a certain number of seats on the Board of Directors。  Now, by the Shenzhen Metro Group to form a strong back-up management Vanke, higher than the treasure can be tied to the stake and corresponding voting rights, this is not impossible, but doing so does not transform the Department of Po can enjoy the right to vote, the right to write off proposal。  Although Boland's Department of Insurance Regulatory Commission penalties for violations suffered, Yao Zhenhua also cut into the industry and therefore prohibited, but this is not to say that Vanke shares owned before the sea life is a fake, but not to say that Yao Zhenhua therefore ineligible to be nominated director of China Vanke。  Vanke is development companies, not the insurance company。China Insurance Regulatory Commission revoked the insurance company qualifications Yao Zhenhua, but has not been deprived of his rights of shareholders。Then, as the actual control of the Department of Po can, Yao Zhenhua shareholder rights from holding shares of China Vanke still enjoys legitimacy。  This means that Vanke's management and its stakeholders want Yao Zhenhua shut out, it would have to act in accordance with the rules of the game, but can not blatantly engage in secret operations, or rejection of any illegitimate reasons。  Put it more bluntly, unless regulators found Boland Department Vanke shares held illegal, or found unfit for Yao Zhenhua director Vanke, China Vanke otherwise there is no reason to refuse the Department of Po can exercise its shareholder rights。  The board of directors is indisputable seats with non-related practices from this perspective now Vanke, Evergrande and Metro Group, the problem is actually a lot。  Let me talk about the bigger, though called "China Hengda" Hengda renamed, but it can and treasure, like the Group are private enterprises, but also in?Shares listed mainland companies。  Vanke stake in war, what had not Hengda, Hengda enter the fray later, completely excluding the cost of acquisition of Vanke chips in the secondary market。It is estimated that around Vanke Hengda to buy stock at a cost of about 36.3 billion yuan, the average holding cost of about 23.35 yuan。March 18 and in accordance with the closing price Wanke A 21.54 yuan, the book is still Fukui state evergrande。  This people wonder, so Hengda lose money for others to do awake, but why?As a public company, Hengda obligation and responsibility to make a presentation to investors in this regard, including why to buy Vanke shares in the secondary market, why entrust Shenzhen Railway Group exercise of shareholder rights and how to protect the interests of investors turn to do so?  Of course, unless there is no alternative, any normal market transactions, both sides should be income fishes, then the deal does not involve equity transactions, the Hengda get any good?  Many media have pointed out, this is Hengda local governments in exchange for their support of backdoor SHENSHENFANG。Well, this thing bring to the table if it is public, it should be an explanation openly; but if only in private transactions, regulatory authorities may check whether the legal compliance。  Thus should also see, SHENSHENFANG is A-share listed companies, whether it should also be made publicly?After all, the interests of investors SHENSHENFANG also not free to sacrifice。  Anyway, a private enterprise, a listed company at the expense of self-interested way, in exchange for certain resources or support, is itself a tragedy。  Besides Shenzhen Metro Group。This is a large state-owned enterprises from Shenzhen SASAC straight pipe, which is the local state-owned enterprises。For the local state-owned enterprises, from a regulatory point of view one is to increase the value addition is to not let the loss of state assets。  Shenzhen Metro to higher than the prevailing market price (January 11 closing price before the suspension Vanke 20.4 yuan), at a cost of 371.7.1 billion yuan transferee Vanke shares held by China Resources Group, which is "increasing the value of state-owned capital" of China Resources Group is concerned, then for Shenzhen Metro it, the price is fair?Even if all state-owned enterprises, must not let outsiders fields, at a premium to acquire shares of China Vanke, always consider the future can put this money back right?  Moreover, Shenzhen Railway Group also possible to buy stake in China Vanke Hengda hands, it would cost at least around more than 730 billion yuan, which is not too SHENSHENFANG as the value of shell resource。Shenzhen Railway Group to pay such a big price, what exactly is a fancy Vanke?  According to the restructuring plan Vanke first deep iron, iron deep is the equivalent of three land price 456.1.3 billion yuan Vanke obtain 20.65% interest, which is certainly a good deal (but Vanke and its shareholders to uneconomical), and now you want to get less than 30% stake in Vanke but will cost more than 730 billion yuan, this is actually quite a good deal yet?  Even if you do still cost-effective deep Railway Group (China Vanke, after all, the world's top 500 enterprises), it will inevitably be asked: whether it is justly bigger and stronger state-owned enterprises, or "with the people (companies) to compete for profit."?  Fortunately, both the deep iron stake in the transferee Vanke, China Resources, or deep iron Hengda entrusted to exercise voting rights and the right proposal, at least in accordance with the principles of market-oriented services, we are trying to formally legal compliance, also based on how much equity hero。For Vanke is concerned, we are also faced with a similar choice。  March 27, Vanke current Board of Directors will complete the historic mission。At this time in accordance with the Company Law and the Articles of Association of China Vanke, the Board of Directors shall convene the shareholders' meeting the Board re-election。Election of board of directors inform the general meeting of shareholders in advance of the time, A shares required 20 days in advance, and?Shares 45 days in advance。  However, according to Vanke March 9 evening announcement, the company will hold a board meeting on March 24, and the agenda of the meeting did not address the general issue of the Board of Directors。  This means that even if China Vanke now notice convening the shareholders' meeting, the Board can not proceed as scheduled general election。In other words, the current Board of Directors has extended service is a certainty。  In fact, Vanke current Board of Directors Board of Directors has long been a lame, its independent director Hai Wen as early as December 2015 on the resignation, another independent director Zhang Liping tenure also ended in August 2016。  The Board extended service does not comply with the provisions of the Companies Act, and may lead to more serious consequences that will not reflect accurately the board of directors or shareholders of the company change, resulting in difficult to effectively protect the rights of shareholders。This session of the board of directors of the Board Vanke "China Resources Time", and enter the "treasure can age" or "deep iron age", which could lead to major shareholders' equity is difficult to be fully reflected in the Board of Directors。  Let Baoneng Department Bureau of heaven will not fall into the general election Vanke board of directors can not be protracted, it would be difficult for the majority of investors have confessed。To put it bluntly, so that the Department of Po can nominate candidates for directors, the board of directors to enter China Vanke, do not fall down day will do?  Currently, Vanke, Evergrande and Shenzhen Railway Group has been standing in a boat, Vanke's management of the situation is actually very beneficial, if more preoccupied shareholding and shareholder rights enjoyed by the Department of Po can even make contrary to the modern enterprise spirit, contrary to capital market discipline thing, is it laughable?  Bao is able to sense a microcosm of the Department of private enterprise。Boland Department Vanke holdings as a litmus test, can test private enterprises in the country's real status。Right now China is vigorously promoting PPP projects and mixed ownership reform of state-owned enterprises, while the Department of Po can just enter the open market through a state-owned capital shares of listed companies, on the face of such fierce crusade, how can it not worrying?  Early last year, suffered a cliff-style private investment fell, Premier Li Keqiang worried, sent several investigation team went to investigate the cause of the country。Private investment growth atrophy, or a variety of reasons, but the investment environment changes and the lack of private capital investment in security, should be an important factor that can not be excluded。  Baoneng system appears to play is the capital, but the capital injection of corporate entities through the secondary market, which is the contribution to the real economy。If the capital markets only the capital of the game, without any help business entities, a country that also need to market it?As for how to protect the stock of money into the real economy, which is the responsibility of regulators, not the responsibility of capital。  In short, participation Vanke reelection of the board of directors can not be separated from the Department of treasure。The new board should not only reflect the interests of Vanke's management, but also reflects the deep interest Railway Group, the same can not but reflect treasure department's interests as the largest shareholder, it is the only one that respects the company's management, but also fully reflect capital the Board of Directors will。Vanke Department of Po can not reflect the interests of the Board of Directors, it will only make people suspect that this is a false Vanke Board。