Chapter VII Hostile Takeovers

On June 28, 02, United Investment and its affiliated enterprise groups filed Form 13-D with the CSRC, disclosing that they already owned 29% of the outstanding shares of Jinghai Construction (accounting for 13% of the total share capital, Jinghai Construction General Code H00601). In the filing, the United Investment Group claimed that the purpose of the purchase of Jinghai Jian's shares was a strategic investment, and that it might further increase its holdings of Jinghai Jian's shares "through open market transactions, private transactions, or formal tender offers and exchange acquisitions" and "seek to gain or influence control of Jinghai Construction, possibly by appointing a representative to the board of directors or even directly reorganizing the board of directors." In addition, Liantou also said that it may sell all or part of its shares in Jinghai Construction.

A long-dormant, insidious evil surname acquisition!

Jinghai United Investment Group, a little-known company, wants to acquire the largest construction group in Jinghai City, although it is an ST share, can gain control, but it has to use hundreds of millions of funds. Of course, the waves set off in Jinghai were even greater, and at the same time as 00601 was suspended, various media in Jinghai City flocked to the Nangang Building, where Jinghai United Investment Group is located.

Zhang Biyun, President of the United Investment Group, and Shan Yuan, General Manager of the Investment Affairs Department and Securities Department, held a press conference in the Nangang Building to answer questions to the media about the acquisition, and Jinghai United Investment Group unveiled the mystery in front of the media and the public for the first time.

Zhou Lin, chairman and executive president of Jinghai Construction Group, arrived at the office from 9 o'clock on the 28th, received a notice from the China Securities Regulatory Commission, and fell into a huge shock.

The acquisition of Jinghai United Investment Group can be understood as a hostile takeover, and legally, Jinghai Construction Group can adopt many favorable countermeasures, at least 26.2% of the state-owned shares in the hands of Jinghai State-owned Assets Supervision and Administration Commission, and the major shareholders of Jinghai Construction have relatively preferential acquisition rights.

Zhou Lin answered Chen Mingxing's phone. Chen Mingxing and Zhang Kaiming were on their way to the headquarters of Jinghai Construction Group, when they heard Zhou Lin's panicked voice, and scolded "stupid" in their stomachs: "Mayor Zhang also rushed to you from the city government, there is nothing to panic about, and we will discuss countermeasures when we arrive." ”

Zhang Kaiming asked: "Why did a joint investment suddenly pop up?" ”

"Zhou Lin is so stupid, he actually let the family buy almost one-third of the outstanding shares from the secondary market, and he is not at all vigilant, stupid!" Chen Mingxing was angry and hateful, "Liantou is inseparable from Geng Yimin, and this trick is really vicious...... "Chen Mingxing's annexation of Xinghu was blocked, and joint investment was a roadblock, and this time he was bitten by him again, and he was able not to jump like thunder, which is quite generous.

Zhang Kaiming knows all the details of Jinghai Construction and Lijing Group, not to mention anything else, the total amount of money and mortgage loans given by Jinghai Construction to Lijing Group is more than 1.9 billion, if he loses control over Jinghai Construction and pays off the money and mortgage, it is enough to make Lijing Group lose its vitality, not to mention that it also involves the inside story that cannot be said in front of people.

For Chen Mingxing and Zhang Quan, it was a battle that could not be lost, rushed to the headquarters of Jinghai Construction Group, Zhang Quan's No. 2 car had just arrived at that time, Zhang Quan stood on the steps, anxiously watching Chen Mingxing's car enter the gate, and without waiting for his car to stop, Zhang Quan came over to open the door: "You are an expert, have you come up with a proper countermeasure." ”

Chen Mingxing's head was as big as hemp, and he smiled helplessly: "There are some difficulties, let's go in and talk about it." ”

At the relatively fierce board meeting, the small conference room with only Zhang Quan, Chen Mingxing, Zhou Lin, and Zhang Kaiming looked dull and abnormal, as if they were caught in a huge predicament that they could not break free from.

"Will the joint investment be bluffed? In the filing statement, they may also sell shares, and we snapped up them from the secondary market, which is very likely to fall into their trap. Zhang Kaiming only had time to carefully review the filing submitted by Liantou to the CSRC at this time, "It is very likely that they do not have enough funds to carry out the next acquisition plan." ”

Chen Mingxing shook his head and said, "We don't even know the real controller behind the scenes of Liantou now, so we can't make such a judgment for the time being." Although Chen Mingxing said this, Lin Quan's handsome face flashed in his mind, and he said in his heart: Could it be him? Would Geng Yimin trust a young man under the age of thirty so much?

"Liantou's company is located in Nangang Building, a building, and there are two large groups of Tianxing Lake and Nangang Investment, behind Tianxing Lake is Dongdu, Xu Jian and our Lijing can be said to have a long-standing grudge, Nantou can be said to be directly controlled by Geng Yimin, used to develop Nangang New City, and the characters behind Liantou are about to come out. With the financial support of Dongdu and Nantou, Liantou does have the strength to compete with us. ”

The reason why Xu Jian was able to break free from Lijing's control back then was because of Lin Quan, a little-known little person, and later learned that he was Chen Ran's grandson, and Chen Mingxing's doubts were even heavier. No matter from what point of view, from the timing of the establishment of Liantou and the fact that Liantou has been operating behind the scenes over the years, even when Gu Xianzhang personally came to congratulate at the beginning of the year at Chen Ran's old residence, it can be determined that Geng Yimin controls Liantou through Lin Quan, and Nantou, Tianxing Lake, and Liantou are essentially related parties.

Zhang Quan said angrily: "In the past three years, I have tolerated everywhere, but Geng Yimin has been forced everywhere, which is really unbearable......

"Now is not the time to get angry, the next step is for Liantou to make an offer to buy 26.2% of the state-owned shares in the hands of the SASAC, so that Liantou can join the board of directors of Jinghai Construction, and we can't let their deal succeed," Chen said. ”

"What are we going to do?"

"We have the right of first refusal to acquire state-owned shares, and Lijing can make a tender offer to the SASAC at the same time as Liantou to acquire 26.2% of the state-owned shares," Zhang said. At the same time, if the tradable shares are repurchased in the secondary market, as long as more than 12% of the equity is purchased from the secondary market, the acquisition plan of state-owned shares can be abandoned. ”

Chen Mingxing shook his head and said: "The cost is too high, the current stock price is 1.16, stimulated by such big news, it will soon rise back to the stock price level at the beginning of last year, and the acquisition of 26.2% state-owned shares will prepare at least 500 million funds." Liantou's determination is big enough to raise the stock price in the secondary market, and the amount of funds we have prepared is even larger; Leave us for no more than a month, and if you buy back more than 12% of the shares from the secondary market, which will account for 26% of the outstanding shares, it is easy for the stock price to surge one or two times in a short period of time, but it is not easy for us. Liantou exited at this time, the profit will exceed 100 million, and our acquisition cost will also exceed 200 million. ”

Zhou Lin said: "Liantou only has 13% of the shares in its hands, plus 26.2% of the state-owned shares are comparable to us, and there is no need to buy back more than 12% of the shares......

Chen Mingxing glanced at him in disgust, Gu Xianxian's appearance made him and Zhang Quan look at Geng Yimin's possible small actions in politics, and they were indeed a little careless about Jinghai Jianzong's side. This has to blame myself for believing too much in Zhou Lin's rice bucket, if he had noticed the abnormality, he would not have been so embarrassed: "Despise the opponent is the most stupid behavior, will Liantou expose all the chips in his hand?" Do you still think that Liantou doesn't know our hole cards? To buy back, you must exceed 12% to be assured. ”

Zhou Linne was speechless, he, the chairman and chief executive, was just a puppet.

Zhang Kaiming said: "Now when you enter the secondary market to grab chips, the price is too high, not to mention, you may not be able to grab the joint investment." Liantou is a hostile takeover this time, and Jinghai Construction can issue private placement to specific targets such as Lijing Group to exclude Liantou, so as to dilute the chips in their hands and further increase our chips. If they want to increase the cost of our additional issuance, it will inevitably further raise the stock price, and even if Lijing loses some, we have to see how they end. ”

Chen Mingxing frowned and said: "Due to the strategy of Liantou to acquire the surname of the evil surname, the SASAC will not participate in the additional issuance, and it is impossible to transfer the additional issuance quota to Liantou, but it is not ruled out that another affiliated company will emerge from this person, so we will be more passive." ”

Left and right, the four fell into a terrible silence.

Geng Yimin's office, Geng Yimin, Liu Yetian, Jiang Zhiming, Ding Xiangyang, and the director of the Jinghai State-owned Assets Supervision and Administration Commission listed their demeanors much more relaxed.

"Jinghai Jian held an emergency board meeting, and it may not be until the afternoon to know their exact response." After listing the situation, he added another sentence.

"Lin Quan made such a big move silently, his investment in Tongnan is very strong, I thought he would have to wait for a while, what do you think they will do?" Geng Yimin asked.

Jiang Zhiming pointed at Luo Lie and said, "Luo Lie is an expert in this area. ”

Luo Lie spread his hands and said: "Secretary Geng, Liantou has not yet applied to Jinghai State-owned Assets Supervision and Administration Commission to acquire the state-owned equity of Jinghai Construction Total, and I don't even know the next move of Liantou, how can I know the reaction of Lijing Group?" ”

Geng Yimin glanced at Ding Xiangyang: "What about the people of Linquan?" ”

"Today is the release of the college entrance examination scores, and Lin Quan is in school."

"Hey, he's in a hurry here, he has this spare time." Liu Yetian patted his thigh and said angrily.

Geng Yimin laughed: "The initiative is in our hands, don't pay attention to Lin Quan, list, you might as well analyze it, let us know the bottom of our hearts." ”

Luo Lie said: "Lijing will not easily give up control of Jinghai Jianzong, no matter what measures they take, it will be beneficial to us, but it is ......"

Geng Yimin knew what Luo Lie didn't say, and said with a smile: "As long as they can be stopped from continuing to embezzle state-owned assets, it will be enough, and things will not be done overnight." ”

Luo Lie said: "As long as it is not forced too tightly, Lijing will choose to acquire the state-owned shares in the hands of the State-owned Assets Supervision and Administration Commission, or increase its holdings from the secondary market, of course, it may also take the form of private placement. ”

(To be continued)