At this time, in the office of the chairman of Junhua Securities, Zhu Yunhua did not leave the office even though it was past the off-duty time. Also Huang Ke who did not leave the office was also a gray face. With bloodshot eyes, he looked like a rooster that had lost a fight.
Huang Ke looked at Zhu Yunhua's eyes and said angrily: "Old Zhu, how could it be like this? Didn't you promise me that Jinglong Real Estate will definitely drop its limit today?"
Zhu Yunhua sighed and said: "I didn't expect this kind of result. I have already sold a huge amount of stocks. Who knows that this guy can sustain it, and I don't know where I got so much money. I really underestimated that bastard Fu Hua."
Huang Ke said angrily, "At this time you tell me this again. Now the key question is not whether you underestimate Fu Hua's bastard. The key question is, what are we going to do next. Fu Hua's side has already been in control. There are a lot of stocks. This time you have helped him a lot at a low price. I am really worried that tomorrow they will form a concerted person to announce that they will become the largest shareholder of Jinglong Real Estate, and then propose a proposal to reorganize the company. The board of directors, re-elect the chairman..."
"Well, you don't want to mess with yourself, okay? Now you have not reached the end of the world."
"But we are already very passive. You are an expert in finance, so quickly come up with an idea, otherwise we will really be defeated."
Zhu Yunhua pondered for a while, then looked up at Huang Ke and said, "Old Huang, if it doesn't work, I have to implement the poison pill plan I originally told you."
The poison pill plan was invented in 1982 by Martin Lipton, a well-known American M&A lawyer, and it was officially named as the anti-takeover measure for dilution of equity. When a company encounters a hostile takeover, especially when the acquirer's shares have reached a certain share, the company will issue a large number of new shares at low prices in order to maintain its controlling rights. The purpose is to reduce the proportion of stocks in the hands of the acquirer, that is, to dilute the equity, and at the same time increase the cost of the acquisition, and the purpose is to prevent the acquirer from achieving the goal of holding control.
Once the poison pill plan is adopted, it will produce at least two effects: one is to deter hostile bidders; and the other is to reduce the number of bidders interested in companies adopting the plan. This anti-takeover measure was legalized in the Delaware Court of the United States in 1985. In 2005, when a domestic Internet media company faced an acquisition by a well-known game company, it adopted the poison pill plan. In the end, the game company had no choice but to abandon the acquisition plan.
Of course, what this is talking about is a poison pill plan based on the US system. This is not possible in the A-share market. The poison pill plan in the A-share market can generally only be implemented with a fixed increase. The fixed increase is called the private placement, which refers to the non-public offering, that is, to specific investors.
It is stipulated that the target of issuance shall not exceed 10 people, the issue price shall not be lower than 90% of the market price, the shares shall not be transferred within 12 months of the issuance (36 months for the subscription of major shareholders), and the use of fund-raising shall comply with national industrial policies, listed companies and There are no other conditions for its executives to violate regulations, etc. This means that there is no profit requirement for non-public offerings, and even loss-making companies can apply for offerings.
The biggest advantage of a non-public offering is that large shareholders and large investors with strong risk tolerance can provide funds for listed companies at prices close to or even above the market price to minimize the investment risks of small shareholders. Since the maximum 10 investors participating in the targeting have a clear lock-up period, generally speaking, listed companies that dare to propose a non-public additional issuance plan and have been accepted by large investors will usually have better growth potential.
Non-public offerings will also become an important means and booster for stock market mergers and acquisitions. There are two situations here: one is that large investors (for example, foreign investors) want to become strategic shareholders of listed companies, or even controlling shareholders. In the past, there was no private placement. They usually had to buy shares from major shareholders. The money that new shareholders took out went into the pockets of major shareholders, which had little direct effect on strengthening listed companies. The other is to acquire others after financing through private placement and rapidly expand the scale.
And Zhu Yunhua's so-called poison pill plan is that listed companies issue shares to specific shareholders at a price below the market price so that specific shareholders become shareholders of the superior company. This is a bit similar to the introduction of white knights, and white knights usually require a greater right to speak in the superior company.
The reason why Zhu Yunhua proposed the poison pill plan at the beginning, Huang Ke refused to accept it, is because this plan has two sides. He will not only dilute the equity of his opponent, but also his own equity. Among the equity consortium represented by Huang Ke, many equity holders are individual shareholders, and they do not want their own interests to be harmed.
On the other hand, Huang Ke did not want his control of Jinglong Real Estate to be weakened, so he did not want to introduce white knights. People from the Yu family in Hong Kong talked to him for a long time, and the Yu family agreed to contribute capital to become the largest shareholder of Jinglong Real Estate to prevent the company from falling into the control of Fu Hua. But the premise is that Huang Ke retires from the company's management, and the Yu family will occupy four places on the board of directors.
The board of directors has one place. Huang Ke previously represented one party as a major shareholder, and there were at most three places. Now the Yu family will take four away as soon as they come up. The most annoying thing is to drive the founder of his company out of the board of directors. This is unacceptable to him anyway.
The two parties talked about the collapse, and Huang Ke had a series of Xinxin insurance restructuring, and Huang Ke was the main factor in the collapse. Now that Zhu Yunhua brings up the old things, Huang Ke's heart is naturally very awkward. Huang Ke glared at Zhu Yunhua unhappily: "Old Zhu, after going around in a big circle, you still want me to hand over Jinglong Real Estate, right?"
Zhu Yunhua smiled bitterly and said: "Old Huang, I know you don't want to do this, but now and then, can you say that you are willing to accept Fu Hua Yifang as a major shareholder of your company, and you will have to run away at that time? Do you report the status of your work to that bastard Fu Hua?"
There is one sentence that Zhu Yunhua did not say in his heart, that is, after today’s event, Fu Hua’s shareholding may exceed 34%. In that case, even Huang Ke now wants to introduce the Yu family. As a white knight, I am afraid that the general meeting of shareholders will not be able to pass. Because of Huang Ke's reluctance, they may have lost their last chance to win Fu Hua.
Huang Ke lowered his head. Naturally, he wouldn't be willing to let Fu Hua win. What kind of face would he have in front of Xu Tongtong like that? After pondering for a while, Huang Ke looked up at Zhu Yunhua and said, "Is there no other way?"
"Yes, you can pay a high price to buy the shares in Fu Hua's hands. In this way, you will be the largest shareholder, so you don't need to sniff out. But there are two problems. Is it much money? Second, does Fu Huaken agree to sell the shares in his hands?"
"I can't solve both of these problems. Is there any other solution?"
"Another way is for you to lower your noble head, confess your mistake to Fu Hua, and tell him that you are willing to accept the suggestion he made to you. However, Jinglong Real Estate will be under his control from then on."
"This is absolutely not possible. You can kill you and you can't be insulted. I will never do it. If I accept his control, can I still be able to raise my head in the real estate industry?"
"You can't do this, that's also impossible, what do you want to do?"
Huang Ke thought for a while, sighed and said, "Forget it, the two evils are the lesser one. In comparison, it is better to bring in the Yu family. You can help me contact the people in the Yu family."
When the market opened the next day, the stock price of Jinglong Real Estate did not experience the same violent fluctuations as yesterday, but remained sideways after a slight increase. The trading volume throughout the day is also very low. The short and long sides have died down. This is probably because the fierce battle yesterday consumed almost the short and long sides. There is no ammunition to hit the stock price downward or upward.
Retail investors have seen the rating reports released by several major investment banks in Hong Kong yesterday, and their mood has stabilized. They all want to check the wind direction first. For several days, the stock price of Jinglong Real Estate has been in such a situation, and this stock seems to have returned to the state where the stock price fluctuates little.
But calm is definitely only temporary. Around the struggle for control, there is definitely a battle to be fought between the two sides. At this time, Fu Hua already knew that it would be difficult for them to obtain control of Jinglong Real Estate. Even if they obtained the control, it would not be a good thing to depart from the company's management. The question now is how to take advantage of the company's veto power in major events to strive for more benefits, and how to leave the market in a dignified manner.
In this fierce battle, Zendai Securities held more than 20% of the equity, and Fu Hua held more than 10%. Both parties made announcements. Generally speaking, their holdings The equity is nearly 40%, and there is absolute bargaining power.
It was Saturday again. After a week of tiredness, Fu Hua slept at home until noon, and only got up at about one o'clock. After eating some food, he went into the study, turned on the computer, and went to QQ, and he saw the dragon. Ji Wen left a message for him last night and said he wanted to chat.
Fu Hua dismissed this, he was a little disgusted with this woman now, and he doubted that the things that Yu Qiping encountered in Beijing were arranged by Yu Zhiqing. A person who can kill his relatives in order to seize the property is definitely not a good kind. Her black widow's nickname is really appropriate.