Chapter 397 Investment Agreement Signing
After returning to the company, Gu Junhao, whose thoughts had gradually become clear, did not seem so excited in front of the company's employees.
After lunch, Gu Junhao took a nap as usual. When he woke up in the afternoon, he asked Li Xinyu to notify the executives to go to the conference room for a meeting.
As Xu Dong said, after the reorganization, the company's equity is very clear and the control is still firmly in his hands.
From the official website of the Economic and Technological Development Zone, one can clearly see the various equity changes of Xushen Company over the past six months.
After all the company's executives arrived, Gu Junhao briefly explained to everyone what had happened before he came back at noon.
"Oh my god, boss; I thought you were going there to make a living, but I didn't expect the big fish was this." Li Xinyu looked at Gu Junhao in surprise.
Before going home in the morning, Gu Junhao said that he would take charge of the rest of the negotiation process, but he did not say how to negotiate, and he did not mention it to him again after he came back.
This led to a confused meeting of the organization's personnel, and they mistakenly believed that the content of the meeting was related to the investment in Xingyuan Technology.
"You should be the one to negotiate with Xingyuan Technology. The upper limit of the valuation is 120 million. If the number exceeds this, don't discuss it."
With Xu Shen's first deal, Xingyuan Technology is not that important anymore. But the talks still have to be conducted. At the same time, Gu Junhao is in a good mood and no longer cares about the upper limit of the valuation.
10% of the shares is only worth a few million yuan, but a valuation of 150 million yuan is definitely not something I can give, as that would make me seem like a big spender.
"Um, okay." Li Xinyu said with a bitter face. She had never experienced something like negotiation before.
Moreover, since the boss is out, there is another Xushen project. Doesn't that mean that my work schedule will be full again recently?
Then, Gu Junhao looked at the executives again and said, "Everyone, please tell us what you think about these two primary market projects."
"It's a good thing, especially the cooperation with Xushen. They have been reorganized into a joint-stock company and are said to be aiming for an IPO. If we are lucky, this will be the first listed company our company has invested in in the primary market."
"Yes, this kind of opportunity is rare. It is really worthwhile for Mr. Gu to make this trip this morning."
"No problem. We will push forward this project with all our strength. Director Guo just needs to prepare the money."
"Of course. The company now has sufficient cash flow, so it is no problem to handle several projects at the same time."
Seeing that everyone was excited, Gu Junhao was also somewhat happy. He found Xingyuan Technology himself, and Xu Shen did it unintentionally.
"Okay, in that case, let's get ready. Recently, we will focus on these two projects and contact the two companies. Director Shen will be responsible for assisting Xiao Li. Is that ok?"
"No problem, but I think Xiao Li should have no problem handling the offer given by Mr. Gu." Shen Boyu said with a smile.
"She is still inexperienced after all. Even I am somewhat inexperienced in this kind of negotiation, so I decisively terminated the negotiation today."
"As for negotiations, it's normal to have more talks. So, shall we get ready?"
"Well, go ahead. Xiao Li, make sure to coordinate with the supervisors."
"OK."
After sending everyone away, Gu Junhao sat in the conference room to sort out his thoughts, feeling that today's experience was somewhat strange.
When Junshi Capital was first established and he approached Xu Dong for the first private equity fund, Gu Junhao had thought about whether there was a chance to get some shares of Xushen.
However, as the company's operations returned to normal, Gu Junhao had given up on this idea. Gu Junhao also knew about Xushen's reorganization in the second half of last year.
At that time, Gu Junhao could roughly guess what Xu Dong was thinking, but it was a critical period for the stock market, so Gu Junhao himself had no intention of investing.
At that time, it seemed that it would be faster to bottom-fish in the secondary market under the pretext of rescuing the market than to take out funds and go to the door to pick up bargains.
After all, Junshi Capital did not have that much funding at that time.
However, now that there is such an opportunity and funds are abundant, Gu Junhao naturally does not want to miss it.
What's more, all of this does not violate regulations and is in the interests of both parties. As Xu Dong said, it doesn't matter who you give it to, and Gu Junhao is not unwilling to pay.
On the contrary, compared with previous equity reorganizations, there is still a certain premium.
The executives of Junshi Capital were extremely excited to receive two primary market investment projects in one day, one of which was a quasi-IPO concept.
In the rest of June, from the perspective of the company's grassroots employees, the boss and senior executives were extremely busy. The boss even did not enter the trading room for a long time.
This was very rare before. Everyone was speculating what big project the company had launched. The last time it was so busy was when it acquired public funds.
Of the two projects, the first one to be discussed was still Xingyuan Technology. After hearing that Junshi Capital was interested in acquiring a stake in Xushen Shares, Qiu Xingyuan became a little restless.
Perhaps due to the ideological impact of last year's bull market, business owners with a certain scale or ambition in Beicang and even the surrounding areas of Ningbo have burst out with passion to start a business again.
The reorganization of Xushen also caused quite a lot of heated discussion in the industry. It was under such circumstances that Qiu Xingyuan came up with the idea of introducing capital.
It has to be said that Junshi Capital is his best choice at the moment. After asking Xu Dong privately, Qiu Xingyuan readily accepted Gu Junhao's offer of 120 million yuan.
The current valuation is really not low for their company. Gu Junhao has already given a very high premium, and they can’t be greedy anymore.
June 21, Tuesday, is the summer solstice, and also the traditional day for Ningbo people to eat tea eggs.
"It's a pleasure to work with you, Mr. Qiu." After signing the contract, Gu Junhao extended his hand to Qiu Xingyuan next to him and said.
12 million yuan, 10% equity; all other terms are the same as those of the original Berning Auto Parts.
At the same time, Junshi Capital lent 18 million yuan in cash to Xingyuan Technology in the form of an interest-free loan, to be repaid in three installments over three years. The loan was guaranteed by the local industry association and Xu Dong.
"It's a pleasure to work with you. I am very grateful for Mr. Gu's generosity. I will definitely make good use of the two funds and strive to live up to Mr. Gu's expectations and run the business well."
Qiu Xingyuan looked at Gu Junhao with a smile on his face. This young man was really generous. He did not hold on to the shares and generously solved the company's funding gap.
This loan method was proposed by Gu Junhao. During the negotiation process, Gu Junhao learned that the funding gap for Xingyuan Technology's expansion was about 30 million yuan, but he did not want to sell too much equity at one time.
Therefore, we proposed to complete the financing in one go by means of capital injection + loan to solve the funding gap for the company.
30 million yuan is nothing to Gu Junhao, but for the current Xingyuan Technology, it can do a lot of things and solve urgent problems.
Besides, Gu Junhao was already quite satisfied with getting 10% of the equity, and he didn't really care about the interest on the 18 million yuan loan.
When investing for the first time, Gu Junhao hoped to tell newcomers in a friendly way that Junshi Capital is seeking cooperation in a peaceful manner, and that Junshi Capital is willing to provide all the help it can on the premise that both parties can reach a cooperation.
After all, the timing of signing the contract is not so good. With the resurgence of the Baowan dispute a few days ago, the market has once again become wary of the risk of capital invading entities.
Just on June 17, last Friday, the last trading day before Vanke A was scheduled to resume trading, Vanke was suspended in order to plan a major asset reorganization. Therefore, before resuming trading, Vanke must give a clear result on the asset reorganization plan.
Therefore, the Vanke board of directors held last Friday had to vote on the restructuring proposal previously proposed by Vanke and Shenzhen Metro.
Looking back at the Baowan dispute so far, the most exciting moment of the entire Baowan dispute is the voting process of the board of directors on the restructuring proposal.
For Vanke's management, this board meeting has only two goals: one is to pass the restructuring proposal put forward by the management, and the other is to pass the proposal to continue the suspension of trading in order to complete the asset restructuring.
As for the former largest shareholder of Vanke, the alternative is to veto the restructuring proposal and allow the stock to resume trading on time. The reason why the former largest shareholder had such an intention was to reject it.
According to a subsequent complaint letter from Vanke's largest natural person shareholder, it was because he had privately reached an agreement with Baoneng to veto the restructuring proposal at the board meeting. Then, Baoneng would be able to increase its holdings in Vanke after Vanke resumed trading and continue to increase its shareholding ratio.
The two parties cooperated to clear out Vanke's existing management, and then Baoneng would fully support it to return to the position of the largest shareholder. Regardless of whether there is such a secret agreement, it is certain that the original largest shareholder does not want the restructuring proposal to pass.
According to Vanke's current articles of association, major asset restructuring requires the approval of more than two-thirds of the board of directors, which currently has 11 members.
To reach two-thirds, eight votes in favor are needed. Among the 11 board members, three are from the original largest shareholders, four are from the management, and Baoneng has not yet made it onto the list of board members.
It has to be said that this is also a major failure of Baoneng. Through the increase in holdings in the secondary market, the total share capital has already ranked as the largest shareholder today, but it has not been able to become a member of the board of directors.
Excluding the above 7 persons, the remaining 4 are independent directors, one of whom was nominated by the former largest shareholder.
On paper, the original largest shareholder holds 4 votes, so it is no problem for him to veto the restructuring proposal.
Then the key figure appeared at this time, that was Vanke's secretary of the board of directors. In this life-and-death duel among the management, the secretary of the board of directors' on-the-spot performance played a decisive role.
During the conversation with the independent director, Vanke's secretary somehow made the independent director, who was unable to attend the event due to a flight delay, change his attitude.
The independent director who had previously expressed his intention to abstain from voting changed his attitude to abstaining from voting due to the on-site performance of the secretary of the board during the conference call.
Don't underestimate this change. If it is an abstention, it means that the vote is still counted as a valid vote, which means that the number of people participating in the vote is still 11, and 8 votes are still required to pass.
If one abstains from voting, then the vote will be invalid. In this case, the number of people participating in the vote will change from 11 to 10, and the ratio of votes in favor of the restructuring proposal will change from 7:11 to 7:10.
In other words, only 7 votes in favor are needed to pass this reorganization proposal.
The independent director nominated by the original largest shareholder, through the on-the-spot performance of the secretary of the board of directors, changed his stance from abstention to abstention from voting, successfully "turned against" the management, and also allowed the management's restructuring proposal to be passed.
Afterwards, after media coverage, this wave of operations by Vanke's secretary was described as textbook-level, and he was even dubbed the "No. 1 secretary of the board in mainland China."
That evening, after the restructuring proposal was approved by the board of directors, Vanke immediately disclosed the transaction details of the restructuring plan.
Vanke will issue an additional 2.872 billion shares to purchase 100% of the shares of Shenzhen Metro's subsidiary. After the transaction is completed, Shenzhen Metro will become Vanke's largest shareholder with a shareholding ratio of 20.65%, and Baoneng's shareholding ratio will be diluted from 24.26% to 19.27%.
The shareholding ratio of the original largest shareholder was diluted from 15.29% to 12.10%. In addition, Vanke's resumption of trading was postponed from June 18 to July 4, half a month later.
Although the secretary of the board of directors' brilliant idea at the board meeting helped Vanke's management to turn the tables, this result also pushed the largest shareholder completely against the management.
After all, no one wants to watch their equity being severely diluted.
As expected, just two days after Gu Junhao signed the equity transfer agreement with Xingyuan Technology, on June 23, Baoneng and the original largest shareholder spoke out in succession, expressing their opposition to Vanke's restructuring plan.
Since the two companies together hold 40% of Vanke’s shares, although the restructuring proposal has been approved by the board of directors, it may still be rejected at the shareholders’ meeting.
Therefore, after the two companies spoke out, the outside world generally believed that the two companies would join forces to fight back at the shareholders' meeting.
Faced with this unfavorable situation, the current chairman of Vanke had no choice but to make some classic remarks in his circle of friends in hindsight.
It's going to rain, and my mother is going to get married.
On June 26, the day before Vanke's annual shareholders' meeting, Baoneng made a request to Vanke's board of directors to remove all current Vanke directors and prepared a list of proposed directors, supervisors and senior managers.
In addition, Baoneng also proposed that the assistant general manager of the original largest shareholder be appointed as the chairman of Vanke, and the boss of Baoneng be appointed as the chief supervisor of Vanke. The members of the new board of directors will mainly come from Baoneng and the original largest shareholder.
Vanke’s current board members will be completely excluded.
At the same time, in the statement, Baoneng directly and publicly accused Vanke's board of directors of failing to represent the interests of shareholders, independent directors of losing their independence, and the board of supervisors of failing to fulfill its responsibilities to supervise and correct various problems that arose in the board of directors.
Publicly accusing Vanke of becoming an insider-controlled company, which violates the basic requirements of corporate governance.
The current chairman of Vanke was naturally not to be outdone and once again posted a message on his WeChat Moments, the general meaning of which was that he could quit the position of chairman, but he definitely could not let Bao Neng take over.
At this point, the Baowan dispute, which has lasted for nearly a year, has reached a stage where both sides are at loggerheads and are completely incompatible.
Under this situation, Vanke's annual shareholders' meeting was held as scheduled on June 27, and the meeting was filled with tension from the very beginning.
The two sides accused each other and refused to give in. At the same time, this shareholders' meeting attracted the attention of investors and the media across the country.
