Chapter 1121: Poor Inevitability
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Sometimes, the central government is not to blame for problems. Nor is it about the enterprises, but on the local government in the center.
Or some people say that this statement is untenable, what does the business of the enterprise have to do with the local government? In fact, this is exactly the case, because the local government is to pursue political performance, and when comprehensively promoting the restructuring of enterprises, if a large enterprise like Yili does not take action, it is that the local government has not done its job properly.
But in fact, in addition to the political performance, the local government is concerned about everything else, so how to reform the Yili restructuring and whether there is any shady or greasy is not what they care about.
However, if Yili does not reform the system, then the local government has a lack of work and will have to bear a certain responsibility.
The predecessor of Yili Co., Ltd. was Hohhot Hongqi Dairy Factory, which was renamed as Huimin Milk Food Processing Factory in 1984, restructured as a joint stock in 1992, issued 17.15 million public shares in September 1995 and listed in 1996.
Zheng Junhuai has successively served as the director of the factory, the director of the main factory, the chairman and the president of the joint-stock company.
Like the vast majority of China's first-generation entrepreneurs, Yili shares can develop from a dairy processing factory in Inner Mongolia to the undisputed leader of China's dairy industry, Zheng Junhuai has made great contributions, so to speak, without Zheng Junhuai there would be no Yili shares.
And Yili shares have always been the representative of high-performance stocks.
This is indicated in the current quarterly report. Yili's main business income in the first half of the year was 4.5 billion yuan, and its gross profit was 250 million yuan. The total share capital of Yili shares is 390 million, and the performance of a single share has reached 6 cents and 4, and what is more valuable is that such performance has been achieved under the rapid expansion of the transfer and increase of the share capital for many times, and now the outstanding shares of Yili are 250 million shares, which has expanded nearly 15 times compared with the beginning of the listing.
Yili shares are not only a high-performance stock, but also a blue-chip stock that can bring solid returns to investors.
Opening the F10 of Yili shares, it can be clearly seen that since the listing of Yili shares, Yili shares have not stopped cash dividends, even when the plan of ten to ten is implemented.
Although the amount of funds refinanced by allotment and additional issuance after Yili's listing is not a small number, the act of insisting on giving investors cash dividends every year can be said to be unique in the listing, and the cumulative sum of cash dividends is not a small amount, and investors who invest in Yili shares have indeed received rich returns.
All this shows that Zheng Junhuai is a person who does business and is a chairman who can bring returns to investors, which is fundamentally different from some other listed companies that play with capital operation methods.
But now Mr. Cheng and his senior management team are facing charges of false performance and misappropriation of funds, which have left Mr. Cheng with a halo that has been shattered.
The misappropriation of funds definitely does not refer to the investment of treasury bonds, and the direct consequence is to expose the illegal shareholding of Yili's top management.
At the end of 1999, in order to solve the problem of management shareholding, Yili Co., Ltd. was established by two middle-level employees of the company, Zhang Zheng and Li Yongping, to accept the transfer of corporate shares.
This year, in the name of the family members of Yili executives, it increased its capital and held more than 8.4 million shares of the company's corporate shares, becoming the fifth largest shareholder of Yili. A few days later, the shares of Huashi Trading were transferred to Hohhot Qiyuan Investment Company, which was used for management incentives. Although Yili's clarification announcement stated that the delay in the transfer was due to the CSRC's promulgation of the normative opinions on the transfer of non-tradable shares of listed companies by agreement, however. Yili shares have not been able to explain where the management's $15 million acquisition money came from?
Although from the perspective of the consumer market, Yili is still a popular brand, but the competition in the dairy market has been fierce, which is very different from the era when Yili became famous, and Yili's profit margin will definitely decline, which Yili has never denied.
On the other hand, Mengniu boss Meng Gensheng, who ran away from Yili, was originally the general manager of Yili's sales, and Mengniu's growth rate and expansion energy were not inferior to Yili's peak period, especially after Mengniu was listed, it was standing on the same starting line with Yili, and the base enterprises, production lines, markets and channels of the two sides were extremely similar, and Mengniu's squeeze on Yili could be imagined.
Yili shares to the Beijing press unforgettable also a big hidden pain, that is, with the help of public relations companies to defamation Mengniu product quality and safety issues, almost the so-called mainstream media are put into the box, although this matter is not directly related to the performance, but it can be seen that Yili's market competition has reached the point of doing everything, Zheng Junhuai's mentality has undergone a major change.
Some people say that Zheng Junhuai is the fault of MBO so far, but after analyzing it, Fan Wuxian believes that although it seems that someone has set it up, Zheng Junhuai is still in his own ambush, after all, he has selfish intentions. Personality will not continue to be noble, after all, it is still illegal to fake public welfare and private interests, even if it is left abroad.
The Yili MBO is not terrible, but the terrible thing is that the MBO process is unevenly distributed, and it is only a matter of time before the mine is detonated.
The independent director who parted ways with Zheng Junhuai said that the core of the Yili MBO incident was broken, "This is not an MBO in the true sense, not an MBO for the management." If it is an MBO that is implemented for the entire management because of the hard work of starting a business, we have no objection. But if it's just for one or two people's MBOs, it won't do Erie any good. ”
With the deepening of the investigation, it was found that there was a financial trust company that unilaterally held 14% of Yili's shares, which happened to be at the core of the vortex of the Yili MBO incident, and a large number of suspicious eyes were pointing to this trust company, and there were reports that this trust company was the shareholder holder of Zheng Junhuai's MBO, if such accusations are true, then the trouble of this trust company is probably not small, whether they know it or not, they actually played a role in helping Zheng Junhuai launder money.
No matter how much money Zheng Junhuai embezzled, there is no doubt that most of the rights and interests of these funds belong to the circulating shareholders, because the total amount of funds raised by Yili shares is as high as 800 million yuan. Yili's corporate governance structure is not the only defect, more than 1,000 listed companies in China, a considerable part of which still belong to the Yiyantang management model, the company's shareholders, especially the circulating shareholders, as the largest contribution, the most loss, the largest number of a group, lack of spokespersons, lost the right to speak. It was vividly demonstrated in the Yili MBO incident.
Perhaps, the company's new management and the local government can claim to be protecting the rights and interests of investors, however, in fact, if the corporate governance structure is not fundamentally adjusted, the new company management will sooner or later develop into another word, after all, only the management of their own money, will be the most attentive and responsible, but the majority of Yili's circulating shareholders of real money, I am afraid that they will continue to have no choice but to entrust others to protect.
Fan Wuxian has always been very concerned about the progress of the Yili MBO case, and often asks about it, and after Fan Heng gets the latest report, he will also inform his son and let him make a reference.
As bystanders, the biggest question for the Fan family is that Zheng Junhuai, a well-known entrepreneur with laurels, is already expected to be elected as the next member of the Central Committee, so why is he so eager to MBO? Actually took risks and did not hesitate to break the law?
In fact, this is still related to Mengniu, when Niu Gensheng was exiled, resolutely left Yili, and founded Mengniu Dairy. Few years. Mengniu has sprung up, and it is getting closer and closer to Yili, especially after the introduction of foreign capital in Mengniu this year, the development has been further accelerated, and it is no exaggeration to say that Mengniu, which is holding on to the momentum of foreign capital, is the only real opponent that can threaten the survival of Yili.
Zheng Junhuai, a well-known entrepreneur who has been in the dairy industry for 20 years, felt fear in his heart, the fear of failure. Why? Because he knows best in his heart that although Yili sits firmly on the top spot in the industry, it has a fatal weakness, capital structure. The acquisition of Yili can be done with a maximum of 600 million yuan in cash.
Niu Gensheng was exiled from Yili by Zheng Junhuai, and his heart was difficult to solve, and he had already had the intention of annexing Yili. Niu Gensheng once publicly said that Mengniu and Yili will come together sooner or later, which is enough to show that he does not hide his intention to acquire Yili.
Since the establishment of Mengniu, Yili's share price has fallen sharply, and the stock price has been stagnant, Yili's stock price has been outperforming the market since its listing, but when Mengniu was founded, Yili's stock price has underperformed the market index. This can reflect the concern of market investors about the threat of Mengniu to Yili.
This year, Mengniu has received a total investment of more than US$60 million from foreign capital. There is no doubt that if Mengniu's acquisition of Yili is successful, Zheng Junhuai and his management will most likely be expelled from Yili and laid off to find another livelihood.
In this way, Zheng Junhuai and others couldn't help but feel afraid.
If Mengniu buys Yili, as a bystander, no matter who wins or loses, it will be beneficial to the development of China's dairy industry, but for Zheng Junhuai personally, it will be a very serious problem.
As for the so-called VAM agreement between Mengniu and foreign investors, the foreign investors do not have any risks at all, they are more like a chauffeur sitting in the driver's seat, easily driving an ox cart, and the wheel is covered by Mengniu's management who is fighting for the reward of tens of millions of shares in three years.
However, with annual sales of only 4 billion yuan, how can Mengniu achieve a leap in sales of more than 12 billion yuan in three years? Buying other powerful competitors and directly integrating the sales of others seems to be the only way to win.
The acquisition of Yili is naturally very cost-effective, and at most more than 600 million yuan can swallow Yili's fat with annual sales of nearly 10 billion yuan and annual net profit of nearly 300 million yuan. Moreover, the tradable shares in exchange are still A shares that can be pledged or realized at any time. Who is most beneficial to this kind of good deed?
The most powerful and the most impulsive, besides Mengniu, is there anyone else?
By analyzing the profit and loss of foreign capital and Niu Gensheng in the operation process of Mengniu Capital. Fan Wuxian found a problem: Niu Gensheng and his management team have always been in a passive situation at every step of Mengniu's listing, and the excess profits that foreign investors will get from the shares of listed companies are undoubtedly a drop in the bucket compared with their equity plans to reward Niu Gensheng and other management.
There is no doubt that the relationship between the Mengniu and foreign capital cannot be described by the word strong alliance, and it is more appropriate to be seriously exploited.
After all, sales from 4 billion yuan to 12 billion yuan mean that no one in China's dairy industry has ever reached a height, and this will inevitably cause milk source wars and price wars with other dairy giants, and the recent price war between Mengniu and Sanyuan and Yili also reflects that this deep contradiction and vicious competition have begun to affect Mengniu's performance growth.
Zheng Junhuai, the other protagonist of the story, is also in a passive position in this game. If he continues to maintain the high demeanor of a state-owned entrepreneur and does not consider using public funds to MBO, then Mengniu's acquisition of Yili will cost a negligible amount, and Mengniu will easily gain control by acquiring only the 28 million state shares held by the local government in Hohhot.
And Zheng Junhuai wants to protect himself, he must have an MBO, he has always been a conscientious cadre of state-owned enterprises, and it is impossible for him to have a net worth of several hundred million, what MBO does he get? You can only take the company's public funds.
Either sit back and wait to die, or make a desperate bet, Zheng Junhuai chose the latter.
In this sense, under the general situation that the domestic capital market is still a wasteland and financial instruments are scarce, in order to obtain their own survival and development, Chinese entrepreneurs have no winner in the game between Niu Gensheng, who helps multinational capital to complete the monopoly layout in China at the cost of enterprise ownership, and Zheng Junhuai, who conducts MBO with the company's public funds.
After reading these materials, Fan Wuxian couldn't help sighing, and then said to his father Fan Heng, "Probably, the remaining old and difficult enterprises in China, those enterprises that cannot be restructured, what they need most is cash flow support, or I should consider setting up an investment company, and then selectively help some entrepreneurs to achieve MBO, so that it is better than them not hesitating to invest in the arms of foreign capital for a little money, and accept the most demanding conditions, than to raise the funds needed for MBO. Do not hesitate to take risks and go to jail? ”
"Or, this is a good idea, after all, the remaining large state-owned enterprises can only complete the MBO through the investment company model, but there are really few big capitals in China that are willing to do this, and even if there is, the conditions will be very harsh, and I personally approve of you doing this." Fan Heng agreed.
However, to put it simply, if you want to officially handle this matter, you still need some effort, for example, it is very important to straighten out the relationship in this area from official channels.
Fan Wuzhi believes that if he gives everyone the example of the Yili MBO case, it is estimated that there will be no resistance to this matter.
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