Luo Qingxue very much agrees with Ye Zifeng's analysis, that is, in the United States, there are relatively few substantive anti-takeover cases, if the anti-takeover is implemented in the secondary market, first, the largest shareholder must have absolute strength. Second, it is the number of shares held by the largest shareholder, which is not much different from the absolute number of shares. And a high-quality company like this is very unlikely to be acquired in the market. It is more about its equity participation and financial investment.

Like Yanzhong shares, the number of shares held by the largest shareholder accounts for only 16.8% of the total share capital, which is nearly 14% short of the holding ratio of 30% with a high safety factor. If the 14% of the shares are scrambling with the acquirer in the secondary market, the share price of Yanzhong shares is definitely not the current price, and the cost of capital will be very high. What's more, Yanzhong shares do not have this strength at all.

In the United States, in the face of such hostile acquisitions, it is more about the implementation of the poison pill plan.

The poison pill plan was proposed in 1982 by Martin Lipton, a well-known M&A lawyer in the United States. Its official name is "Equity Dilution Takeover Measures". In 1985, a Delaware court ruled that it should be legalized, and since then the poison pill program has become popular in the U.S. stock market.

The poison pill plan is that once a company encounters a hostile takeover, especially when the shares acquired by the acquirer have reached 10%-20%, the company's controlling shareholder will issue a large number of new shares at a low price in order to maintain its controlling stake. The purpose is to dilute the share of shares in the hands of the acquirer, and at the same time increase the acquisition cost, so that the acquirer cannot achieve the purpose of control.

When Luo Qingxue was studying in the United States, he studied the acquisition of Kron Zlaba and Goldsmith, and at that time, Krone Zlaba formulated a set of triple poison pill plans in order to resist the acquisition: first, to lower dividends; the second is to announce that the new shareholders do not have the right to vote; The third is to announce the resignation of the company's senior executives, and the company must pay the resignation salary and pension.

In front of Krone Zraba's poison pill plan, Goldsmith chose the strategy of repairing the plank road openly and secretly pacing the warehouse, and finally obtained a controlling stake in the company.

"Are they going to carry out the poison pill plan?" Luo Qingxue questioned this possibility.

"Absolutely not. Some time ago, everyone was discussing the issue of whether the surname of the enterprise is the surname or the surname. If Yanzhong shares implement the poison pill plan, it will dilute the acquirer's share of shares at the same time, it will also dilute the share of SASAC, which will cause the loss of state-owned assets, in this sensitive period, even if Yanzhong shares want to implement the poison pill plan, its higher authorities will not agree. Ye Zifeng said with great certainty.

"And what will they do?" Luo Qingxue was a little curious.

"First of all, Yanzhong shares will bluff, which is called losing the battle without losing the momentum. Then look for the flaws in the acquisition process of Baoan shares, and then hold on to these flaws. Even to the legal level. In this way, the pressure on Baoan shares, the market and the management continues. In the end, management had to intervene to deal with the matter. This should be the follow-up tesuji of Yanzhong shares", Ye Zifeng analyzed.

"Flaws in the acquisition process?"

"Yes, there must be flaws in the acquisition of Baoan shares. Today, they announced that they increased their holdings of Yanzhong shares in the secondary market through the Bao'an Shanghai branch to 5%. This should only be superficial, secretly they don't know how much they have increased their holdings? Judging from the fact that Yanzhong's shares have risen for 11 consecutive days and the high turnover rate every day, they have increased their holdings by at least about 10-12%. But they didn't make an announcement. Hopefully, these accounts are not linked accounts. If the increase is made through people who act in concert with each other, and there is no announcement of more than 5% of the shares, this is a flaw. In this way, it will be held by Yanzhong shares, and Baoan shares will lose their follow-up means. Ye Zifeng said.

Things are exactly the same as Ye Zifeng's analysis.

The next day, Yanzhong shares were suspended for half a day due to the announcement. According to the announcement, Bao'an Co., Ltd.'s subsidiaries Shanghai Bao'an, Huadong Health Care and Baoling Electronics increased their holdings of Yanzhong shares by 4.79 million shares through the secondary market, accounting for 15.89% of the total number of Yanzhong shares. The number of shares it holds is very close to the number of the largest shareholder of Yanzhong shares. As long as Baoan shares continue to increase their holdings in the secondary market, they will easily surpass the original largest shareholder and become the controlling shareholder of Yanzhong shares.

"Something went wrong, it's not a flaw anymore, it's a problem. Something went wrong with the program! When Ye Zifeng saw the announcement of the increase in Bao'an shares, he knew that things were more serious than he imagined.

"It's strange, didn't Manager Du coordinate with Bao'an shares?" Luo Qingxue also wondered, this is a very low-level mistake, through three wholly-owned subsidiaries to increase the stake of a listed company to 15.89% before the announcement, how big a mistake is this? For the staff of Jun'an Securities' investment department, this is a fact that should not happen at all.

In fact, Ye Zifeng and Luo Qingxue both misunderstood Manager Du and Jun'an Securities Investment Department, and their strategy was to take advantage of the opportunity of Bao'an shares to acquire Yanzhong shares through the secondary market to realize Ye Zifeng's proposal to "create hot spots, encircle Wei to save Zhao, and evacuate in an orderly manner." ". They also have only a consulting relationship with Bao'an shares, and only analyze the feasibility of such an acquisition. The final acquisition plan and details are formulated and implemented by Baoan itself.

For Manager Du, Bao'an's plan to acquire Yanzhong shares in the secondary market is just a pillow sent over when he wants to fall asleep. His ultimate goal is to get Jun'an Securities to withdraw with dignity from the hopeless disk protection action. Therefore, the Baoyan acquisition war, which seems to be lively in the outside world, is just a game within a game on the table.

"If this is the case, Yanzhong will definitely grasp this procedural problem. The difficulty of Baoan shares to become the management of Yanzhong shares will increase significantly. Ye Zifeng didn't think much about the things he didn't understand, he only sorted out what might happen in the future.

"If this is really the case, there will be a gap between the result and the purpose of the acquisition of Bao'an shares." Luo Qingxue also agreed with Ye Zifeng's analysis.

"From the beginning of wanting to acquire a listed company to achieve the goal of becoming the management of the company, to finally having to turn into a financial investor, this gap is not ordinary. But in the end, when the situation expanded, I had no choice but to accept the result. Ye Zifeng gave Baoyan a result in the acquisition war.

And in the end, things developed almost exactly as Ye Zifeng predicted. Management intervened, Baoan shares recommended personnel only into the board of directors, but did not obtain the actual management decision-making power, the first real acquisition war in the history of Huaxia Securities, eventually evolved into a financial investment, but Baoan shares of the acquisition of equity, in the future time, to it brought a lot of benefits.

In the secondary market, with the announcement of Bao'an shares to increase the holdings of Yanzhong shares, the share price of Yanzhong shares opened high, up to 17.10 yuan, and the stock price closed at 16.56 yuan at the close, an increase of nearly 6%, and the trading volume shrank about the previous day. The other three-no plates and the acquisition of concept stocks, but the tide of rise, big and small, Xingye shares, seabird shares and other concept stocks rose strongly, even because of the acquisition of Yanzhong shares Baoan shares have become a star stock in the Shenzhen market, there has been a strong rise.

Yanzhong shares have risen from the lowest price of more than 8 yuan to 16.56 yuan now. The increase has doubled, which is very conspicuous in a weak market. Because the share price of Yanzhong shares in the early stage has been fully reacted to in the secondary market. Therefore, after the announcement of the acquisition of Yanzhong shares by Baoan shares, Yanzhong shares only rose slightly in the intraday, and closed a high open doji star on the K-line chart. The market is waiting for the reaction of the controlling shareholder of Yanzhong shares, is it an anti-takeover? Or will you give up a controlling position?

If it is a reverse takeover in the secondary market, this takeover war has just begun. If the controlling position is ceded, the speculation in the secondary market will come to an end.

And Ye Zifeng's shares are not in a hurry to sell, he believes that the controlling shareholder of Yanzhong shares will never be caught, even if there is no substantive action in the secondary market, but it will not lose momentum, which is called losing the momentum. What's more, if the management intervenes, it will definitely bring variables to this acquisition. What Ye Zifeng was waiting for was that moment, and then he would sell the stocks he held.