After The Silence Of Zhongbai Battle In Ningbo, Zexi System And Taipingniao Shake Hands To Make Peace

After more than a month of silence and mediation, the situation reversed.

In Sanjiangkou, Ningbo Zhongbai (600857. SH) has been operating the second department store in Ningbo for more than 60 years. Taipingniao's first exclusive store is here. In the past six months, the store has become a battleground between Zexi and taipingniao.

On July 4, Ningbo Zhongbai announced that it had received the tender offer report of Ningbo Zhongbai Co., Ltd. and other documents delivered by Ningbo Pengbo Investment Co., Ltd. (hereinafter referred to as "Pengbo investment").

According to the announcement, Pengbo investment plans to adjust the purchase quantity to 12.6715 million shares, accounting for 5.65%, and the purchase price is still 12.77 yuan / share.

After the acquisition, Pengbo investment and its persons acting in concert will jointly hold 10.00% of the total equity of Ningbo Zhongbai. At the same time, Pengbo investment promised that it would not continue to increase its holdings through the secondary market in the next year.

The original fierce battle for control of Zhongbai in Ningbo was a dramatic handshake.

At present, the controlling shareholder of Ningbo Zhongbai is Zexi system Tibet Zetian Investment Development Co., Ltd. (hereinafter referred to as "Tibet Zetian"), behind Pengbo investment is taipingbird group, which controls another listed company with a market value of 15 billion yuan (603877. SH).

The previous fight for control of Zhongbai in Ningbo has been full of twists and turns. From "barbarian attack" to "handshake and peace", what have the two sides experienced?

A person in Ningbo investment circle, who did not want to be named, told the times weekly that taipingniao wanted to take control of Zhongbai in Ningbo, but the team of Zexi system was not willing to. After the confrontation between Zexi system and taipingniao, the two sides held several private consultations. "Now, we have made a compromise. Taipingniao comes in but does not become a major shareholder. Zexi system is still willing to accept it.".

　　 The attack of Birdman

Ningbo Zhongbai started with commercial department stores, and the actual controllers were Xu Boliang and Zheng Suzhen.

At present, Zexi's Tibet Zetian investment is the largest shareholder in Ningbo with 15.78% shares, and Zhu Renbao, Zhu Yong's father, holds 8.42% of the shares, which is the second largest shareholder, with a total of 24.2% held by both parties. At present, the above shares are frozen by Qingdao court.

Since the second half of 2017, chairman Zhang Jiangping of taipingbird group and Dai Zhiyong, a capable general, have gathered a large amount of funds with their companies to build a large warehouse in Ningbo Zhongbai, including accounts of Zhang Jiangping and persons acting in concert, suspected related accounts of Zhang and Dai and some peripheral accounts, and quietly collected chips in the secondary market in half a year.

On April 25, Pengbo investment and the persons acting in concert launched a tender offer to Ningbo Zhongbai. At that time, the number of shares to be purchased was no less than 53.04 million and no more than 62.02 million shares. The offer price was 12.77 yuan per share, and the acquisition cost was 677-790 million yuan, which would be paid in cash.

The acquisition fund is from the interest free loan of 600 million yuan from taipingniao group and Ningbo Yuanrun No.5 investment partnership (limited partnership) (hereinafter referred to as "Yuanrun investment"), the latter's actual controller is Ningbo Financial Asset Management Co., Ltd., which is an asset management company (AMC) of Ningbo financial holding group in disposing of non-performing assets of financial enterprises.

If the offer is successful, Pengbo investment and the persons acting in concert will hold up to 32% and minimum 28% of the shares, becoming the largest shareholder of Ningbo Zhongbai.

Pengbo investment was registered in March 2018 and its legal representative is Zhang Jiangping, chairman of taipingbird group. According to Tianyan information, Pengbo investment is a limited liability company jointly initiated and established by taipingbird group and Yuanrun investment. Taipingbird group holds 87.5% of the shares of Pengbo investment and Yuanrun investment holds 12.5% of the shares. That is, the actual controllers of Ningbo Pengbo are Zhang Jiangping and Zhang Jiangbo, the actual controllers of Ningbo Pengbo.

It should be pointed out that thanks to the fashionable design and the development of e-commerce channels, Pacific bird has been in the market for the past two years clothing The industry is highly praised. Since its listing in January 2017, it has been actively deploying new retail outlets, including cooperation with Alibaba.

In terms of its retail layout, zhongbaizhi has no doubt a piece of chess under the control of Ningbo Zhongbai.

At that time, taipingbird group also issued a "statement on taipingbird's tender offer for Ningbo Zhongbai" (hereinafter referred to as the "statement") on the local media in Ningbo, explaining in detail the motives of the tender offer.

"Since the beginning of 2018, the share price of Ningbo Zhongbai has fallen deeply, which has seriously damaged the interests of the majority of small and medium-sized investors," the statement said. Mr. Zhang Jiangping, the actual controller of taipingniao group, hopes that through partial tender offer, Ningbo Zhongbai can get rid of the capital vortex fundamentally, make the listed companies return to the road of industrial development, and reduce the uncertainty that the future disposal of frozen equity may bring to listed companies. This idea has also been recognized and supported by the municipal and district governments and relevant departments. "

Hizawa's counterattack

In 2015, Zexi system gradually lost its former brilliance. At this time, it was forced by local enterprises, which made it worse.

"Ningbo Zhongbai is a fortress of Zexi system. The dispute over control is not a simple matter of interests, but a matter of face and status in the world." Zhou is an analyst of Zhejiang times.

It is worth mentioning that at present, most of the management of Zhongbai in Ningbo have Zexi background. Ying Feijun, chairman of the board of directors, once served as the director of the inspection department and the futures Department of Ningbo regulatory bureau of China Securities Regulatory Commission, and also served as the deputy general manager of Zexi investment Beijing Branch. In addition to Ying Feijun, director Yan Peng, directors Zhao Yibo and Zhang Bing, chairman of the board of supervisors Xu Zhengmin, and supervisor Yao Jiarong all worked in Zexi department.

Facing the threatening taipingniao group, Zexi system began to fight back. On May 5, Ningbo Zhongbai announced that in order to maintain the stable development of the company, Zetian investment put forward the proposal on Amending the articles of association and submitted it to the 2017 annual general meeting of shareholders for deliberation. The contents to be revised are mainly aimed at convening the general meeting of shareholders and election of the board of directors.

Prior to that, the amendment of the articles of association of listed companies appeared in the "dispute between Baoneng and Vanke". The core of the amendment was to add anti malicious takeover provisions, including reducing the 5% shareholding ratio of reporting obligation to 3%, and 10 times compensation for directors, supervisors and senior executives who are dismissed in advance without reason.

The purpose of this move is to directly point out the possible problems such as the control right of the board of directors caused by the change of the actual controller.

On May 7, Zetian investment's proposed amendment to the articles of association was inquired by the Shanghai Stock Exchange. On the evening of May 9, Ningbo Zhongbai announced that Tibet Zetian investment, after repeated internal discussions and argumentation, believed that the rationality of some provisions of the above proposal needed further study, and decided to withdraw the proposal to amend the articles of association temporarily.

However, on May 7, the Shanghai stock exchange immediately launched inquiries, focusing on whether its amendment to the articles of association has improved the legal qualification of shareholders to exercise the right to propose proposals, and whether there is unreasonable protection of the status and rights of the current board of directors.

On May 9, Zetian investment responded through an announcement, "it has decided to withdraw the amendment to the articles of association temporarily", and Zexi's defense measures for amending the articles of association were suspended.

Shake hands and make peace

After more than a month of silence and mediation, the situation reversed.

On July 4, Ningbo Zhongbai's offer plan disclosed that Tibet Zetian investment, the controlling shareholder, and Pengbo investment had reached an agreement. The latter reduced the number of tender offers and gave up becoming the controlling shareholder. The revised tender offer plan is to purchase 12.6715 million shares, accounting for 5.65% of the total equity of Ningbo Zhongbai, and the purchase price is 12.77 yuan / share.

According to the previous purchase price of 12.77 yuan / share, the premium is about 20.81% compared with the 10.57 yuan / share before the suspension of the tender offer. However, with the changes in the A-share market, the latest closing price of Ningbo Zhongbai was only 9.08 yuan / share on July 6, and the premium has exceeded 40%.

According to the adjusted tender offer plan, the maximum offer amount of Pengbo investment will be reduced from the original 792 million yuan to 162 million yuan.

In terms of capital sources, "the registered capital of Pengbo investment is 200 million yuan, which has been able to meet the needs of this tender offer, and the tender offer funds are the legitimate self owned funds of the company".

According to the plan, the highest amount of capital required for the tender offer was RMB 0.277 billion yuan.

According to the fund source statement disclosed at that time, Pengbo investment has its own capital of 200 million yuan, and 600 million yuan is a three-year interest free loan provided by taipingniao group and Yuanrun investment according to the equity contribution ratio.

In addition to striving for a new equity investment agreement with Boze, BOC has also made great efforts to achieve a new equity cooperation with Boze.

Although the number of shares offered has dropped sharply, Pengbo investment may have some layout on the board of directors. According to the strategic cooperation agreement, "after the acquisition, both parties agree that based on the maintenance of the number of existing board of directors of Ningbo Zhongbai, Pengbo investment" has the right to nominate a suitable person to be the director of Ningbo Zhongbai ".