Vanke Donghua alone.
On June 25, du Dong Huasheng vanke shares of vanke's long essay why I continued to the views of the shareholders do not support SSE serial 24th has been released (part), 25th is released ().
24th article, Watson mentioned China resources is intended to recapture the status of vanke's largest shareholder, in today's post, Watson has mentioned that the vote was to fight for the public shareholders to speak and the right to vote.
He mentioned that the kidnapping of independent Director's duties is to prevent individual shareholders Board of Directors.
Following is the full text of the article:
Why I do not support large shareholder comments ()
--Shareholders sought to speak to the public and the right to vote and to vote
-China resources said that plan well, if we agree, rejected the plan, failure of the restructuring that is is tantamount to deprivation of the majority shareholder's participation rights, equivalent to 10% several CR only owns big shareholder shares percent shareholders made a decision. We vote for the plan through, there is no real decision shareholders make, but was subsequently submitted to the general meeting of shareholders let them decide for themselves. We favour only for the general public shareholders to speak and the right to vote, and prevents individual shareholders in the Board of Directors of advantage kidnapped the company decided, and that is what real functional responsibilities and the role of independent directors.
-Branches of management structure for State-owned enterprises in the country's largest shareholder in the company of almost alone. Vanke's management must not be used as natural, past practices of today.
-Wanke was rush suspended, without notice to the former largest shareholder China resources, no Board meeting notifications and quick decisions, this is a very big mistake. In order to protect themselves and, in the absence of specific and reliable restructuring cases quickly suspended pay for themselves past a series of failures and lightly.
-Vanke and Shenzhen Metro originally hostile bid and people treasure all on exactly the same site in Shenzhen, marriage of light and dark iron, if not with CRC opposition, will be enough to deter treasure would think twice before. Such luck, should be said with a fair amount of chance. This opportunity can be said to imply that spent over unfinished, but also express that it is hanging by a thread.
As mentioned yesterday, Board open for several hours in the end, I think has understood the vanke executives and CR in their true aspirations. In the opposing sides were forced to choose sides, first to see who's position is more reasonable and more in line with the overall interests of the company and the shareholders.
Vanke's management, their demands should be said is consistent, its stations are "step, well known. "From the bright side says they are meant to maintain a standard of modern corporate governance operate independently within the framework of the independence of speaking from the dark side, is that management wanted to maintain its effective control of the company running for a long time. But to be fair, the management of this kind of selfishness is just to maintain the status quo, and spent decades stand out precisely because the "selfishness", also provided start-up entrepreneurs to the firm's success and the great pursuit, keeping pace with the strain, and innovation as well as for their brilliant and motivated their own constraints and sustained motivation. Only after China vanke was an obscure local small enterprises to develop into the world's largest real estate company. So they selfish hearts and companies development and no real conflict. In modern economic terms, they are incentive compatible with enterprise development goals. This is the same as Adam Smith said market, because relying on one's selfish heart, hundreds of thousands of people in the community dedicated to voluntarily work to meet the needs of others, work hard to provide needed products and services in Exchange for their own interests, but to achieve optimal resource allocation. Besides this whole incident is really not because of them, just because of the barbarian invasions, hostile takeover, they were forced to counter-attack. When the former largest shareholder China resources is unable or unwilling to further support, only to find new allies. Their biggest mistake was its new leader Wang Dan, while once wanke's played a key role in the development, but in recent years, some consciously and unconsciously in a halo of walking on air. Especially in the stakes in the battle for verbal indiscretions, trees many trees should not be enemies, vanke's woes were aggravated.
"Treasure dispute" beyond all expectation evolved into "China dispute", also a product of vanke's management, led by Wang on the survival of their ecology is mishandling the issue of relations with the China Resources group. The former largest shareholder China resources "holding big share in support of intervention" attitude, both associated with the prevailing social and economic climate, and previous head of the CRC's personal character and judgement directly related to orientation and preferences. Branches of management structure for State-owned enterprises in the country's largest shareholder in the company of almost alone. Vanke's management must not be used as natural, past practices of today. As is owned by State-owned enterprises, and impossible to manage all the people, when the owner is usually managed by the Government and its officials. Thus the door is mainly State-owned enterprises responsible for superior, behind closed doors, everyone is responsible for business leaders. This extremely easy to form a real internal control. So we see some of the administrative management of State-owned enterprises, all these can be. Broke, annoy the current leader, what national interest, shareholders can be put in the mouth, people wear shoes at all costs. Responsible for the administration of this system, the dry well is up to capacity, while also pushing to natural and man-made disasters. But how do attitudes toward leadership, that is the position, said high into the sky. To Wang's high profile, and new leadership of current major shareholder relations to a deadlock, is not surprising. New CR leadership and in particular no long exchanges and mutual understanding with vanke, vanke's management may not be annoying disrespect and contempt of resentment will inevitably accumulate. But this will shake the foundations of vanke's governance structure.
Vanke way is completely cold modern enterprise cost and efficiency considerations, can easy save trouble, for which I have personal experience. Like I such himself think good also is a characters, others spent how many money please I to field meeting I are all refused to, but these years I to Shenzhen to open vanke Board, more early more late airport, only a not know which to silent of driver put I directly sent to residence, vanke from Shang to Xia, even a figure are see not with, phone greeting also no, more alone other care service has. I can endure, voluntary. However, we know that some State-owned enterprises, especially leading out, no yinglaisongwang about and personally served, that really don't want to do. Vanke executives accustomed to swagger, boasts its own governance structure and culture of modern enterprises, appear to understand either the rules of the State-owned enterprises, and no private company of hospitality. On top of that, vanke laws can or should be informed in advance or consult in matters of "no provisions of the law are autonomous," the spirit, everything I did had hosted. Although huarun times warning displeasure, even law a major overhaul to the regulators, are always difficult to discretionary conclusions and nothing, but as a large shareholder dissatisfaction with the leadership you can imagine. Vanke shares for the first time, there is also the so-called "has a background of interest set about" meddling in the conspiracy was alive, has now disappeared. Many events began in the distal phalanx. China's past relations, now more fashionable word called emotional intelligence, often determine success or failure. In this sense, if Wang vanke executives last battle to defeat, once the crash scattered, vanke went into the turning point in the decline, it can be said to be "the same person, baiyexiaohe".
Further analysis, vanke was rushed during the suspension, without notice to the former largest shareholder China resources, no Board meeting notifications and quick decisions, this is a very big mistake. In order to protect themselves and, in the absence of specific and reliable restructuring cases quickly suspended pay for themselves past a series of failures and lightly. But this prepared insufficient and no clear merger subject matter of long-term suspension, should said at least not meet public shareholders of short-term interests (because medium-and long-term see, on as I had wrote pointed out that of, even treasure can acquisition vanke last success, also only conducive to minority dared to speculation adventure and timely profit settled of people, most vanke shareholders last may for company decline and damaged, because treasure can since in real estate Shang do have just general, we is cannot think they control disc will than now vanke management layer dry have better). Sure enough, spent in panic after the suspension, rush this, look for, including the CRC recombinant, have failed, is verified.
Vanke unfortunately most lucky in that, instead of Shenzhen Metro to its final finding is the ideal partner. This really should be a sentence "pale without looking, and not bother at all". Because of China's real estate market after nearly 20 years of rapid development, are at great risk and change. Vanke real estate market this 1.0 era dinosaurs, can survive in the 2.0 era and even Phoenix, can catch large metropolitan era "rail plus property" opportunities, indeed crucial. Needless to say, China vanke and Shenzhen Metro, as well as the original hostile takeover in Shenzhen Bao are exactly the same people on the site, marriage of light and dark iron, if not with CRC opposition, will be enough to deter treasure would think twice before. Such luck, should be said with a fair amount of chance. This opportunity can be said to imply that spent over unfinished, but also express that it is hanging by a thread. Added tax on cross border e commerce why a unanimous
Independent Director's duties is to prevent the kidnapping of individual shareholders Board of Directors
As for the CR positions, attitudes and intentions until before this Board, more than half a year to really make people scratching their heads. CRC does initially made some effort to keep the location of the largest shareholder, but also ready to stop and push. Bao seemed to quit after, CR attitudes changing, ready to sit the largest shareholder on the throne. Should be said that this kind of occasion, see what happens in the market is understandable.
From the point of view, CR does not agree to the restructuring plan was the main reason for the Shenzhen subway two blocks to pricing is too expensive, shares will dilute existing shareholders ' rights, China resources not only for themselves but for all shareholders to reject the reorganization plan. Meanwhile, diluted and hurt shareholders in Exchange for not is full cooperation with the Shenzhen subway two blocks but only for not value for money. Its supporters also asked: two-for-one first shareholder of China and even the world's largest real estate company on the throne, whether vanke is too cheap Shenzhen subway and hurt the interests of shareholders? Hence the CRC advocates with the Shenzhen subway project cooperation or, at most, a small unit to Shenzhen Metro in the future. But on closer scrutiny, is misguided. Even without CR cost of own shares is low, is the treasure last year robbed the first shareholder of China vanke, only spent including tens of billions of insurance funds and leveraged finance, Shenzhen Metro with a genuine sense of tens of billions of land now, another large shareholder position, how is the damage and injustice? If you really paid attention to, Shenzhen Metro rail transit "tough" long-term and stable cooperation, occupy the next wave of real estate 2.0 era "rail plus property" opportunities and advantages of equity is, of course, the best way and the most able to target allied. In accordance with the restructuring plan, wanke new largest shareholder of Shenzhen Metro, this is not what full cooperation is full cooperation? As far as expensive to both land valuation, I'm no expert, cannot judge, but analysts generally give the valuation of the real estate prices are not low. More importantly, knowledge of the securities markets is that urban land or other assets or priced into listed companies usually are discounts for large shareholders equity, into the nurse's sake. But the same things, to fixing prices in the market, then I'm sorry, the price is not. China resources Shenzhen subway two blocks is too expensive too, arguing that vanke debt financing to buy, there is no auction, everyone knows there is no much higher prices could not come at all. Greater price and without Alliance with Shenzhen Metro, fell two losses both inside and outside, not on the interests of the company and shareholders greater damage? Also has a large real estate business of China resources not to see that common sense. So it seems I was judging the reasons they are put together, inconsistent and untenable, is not what they mean.
So, China resources is after the treasure can stop at the General, the most important strategic considerations in the recovery position of the largest shareholder, because of different plan and its target, so regardless of how the interests of the company, he did not deny it? If that's the case, although self-interest, but it is also rational. And this is my first guess. But on both sides of the Board explained that is not the case. CRC seeks to purchase certificate in gold stocks in the hands of the national team, even according to the restructuring plan implemented, vanke's largest shareholder after the CRC recombinant. Holding the national team, just to stabilize the market. Some buyers, especially their central picked up brothers, of course would like to see it. But vanke closed in shares are equity dispute before pushing a bit inflated. Brothers also accounts, all have a financial assessment, who are unwilling or cannot afford to let his harm to the other party's responsibility. At what price when shares resume trading after landing will transfer to discussion. Moreover, according to the introduction, the Shenzhen Municipal Government is willing to take measures in support of CRC's largest shareholder, Bao also expressed its willingness to support the first shareholder of China resources recovery status, in that case, CRC desperate not to veto the reorganization plan, what this does is to?
This is evident from the CRC in reply to my question on the representative on the Board of directors could mottoes. China resources said the shares of Shenzhen Metro, can't change China vanke dispersed ownership situation. In other words, CR the seeking, is not only the position of the largest shareholder, but capable of holding and controlling vanke, vanke literally become subordinates of the Central enterprises owned by China resources holding company, subject to the unified leadership of the CRC, chaos, fundamentally ending past CR being the biggest shareholder, they said the situation is not. However due to the CRC is objectively impossible in the short term China vanke increased holdings to more than 50% and become absolute controlling shareholders, therefore to realize the purpose of CRC words, vanke, it is necessary to change the existing governance structures, driving out long-term de facto control of the company's management. Heard that someone had let it come, CRC after leading, according to central management, Wang had to go without saying, Yu Liang, who can leave, but can't stand the new approaches to management of State-owned enterprises, or you can choose to leave. This confidence is understandable, of course, our people's cause and he was afraid nobody came?
This is why the CRC can be tolerated "barbarians" treasure, but must not let Shenzhen Metro in reason. Because treasure can be with vanke management confrontation and ill are well known, and Shenzhen Metro introduced by China vanke's management, the background is the Shenzhen Municipal Government. Shenzhen subway and Shenzhen vanke is the purpose of Alliance formation of Shenzhen enterprises in China and the world and the advancement of the industry's leading brands. Shenzhen will certainly not self-destruction, supports changes in branches over the years has proven to be a successful management framework and excellent team. I suspect that this is probably the resources no matter what reasons and means, wanke and China resources as a central image of much negative effect, reasons to reject the reorganization plan at all costs. If only Wang has a personal opinion, then proposed the convening of the Board of Directors, renegotiate the election of the Chairman of the Board of Directors, Wang Shi man has a fair arrangements consistent with its merits, is not difficult. Get tense transportation situation, there is no need.
Real intent to swing to power of decision making, CRC has a special history of SOEs were scorned by others seems to have designed around side and find a point of going to complain, I am often speak for that State's sad. Originally, China resources, the Shenzhen Municipal Government and China vanke executives each have their own interests, perspectives and aspirations, which is not surprising. But vanke's management and Shenzhen's interests can be put on stage, and in my opinion China resources table on the basis of flimsy and demands are difficult to move up under the table. Spent many years of governance structure and management team is the core competence of the vanke become the industry's benchmark companies and people can hate and scolded Wang countless mistakes and not for individuals, but the fundamental subversion of vanke's governance structure and change management teams in my opinion does not serve the interests of China vanke company shareholders, moral is also difficult to get community approval.
As I said in my statements on the Board of Directors, independent directors have no preset stance. CR no restructuring plans are also available, one is reason to justify not in conflict; the second is a must in the spirit of responsible attitude of investors, come up with an attractive programme, to protect the interests of all shareholders and prevent share price fell significantly. CRC's proposal was to abolish the vanke and Shenzhen Metro have reached a preliminary agreement, claims almost impossible to buy with cash. Everyone knows, vanke, if we reach an agreement due to their own reasons were torn off, and buy, Shenzhen vanke, how in the future be interested in blending things, being a small shareholder? In particular China resources ' rejection of the proposed reorganization plan, in the absence of any viable alternative or other attractive the prospect of allowing the shares to resume trading, coupled with the treasure can purchase themes gone, vanke shares will continuously fall. China resources wants to be the largest shareholder, took out not in the holdings on the secondary market scheme, but settled back later to CR shares scheme. It inevitably sounds like to me is that "stock prices fell once again to China resources private placement." As a independent directors of their duties in protecting the interests of all shareholders, how can I support such a programme? I suspect that this may be recommended by the CRC alone under internal and external pressures, dongzhangliping, and forced by conscience, but only to avoid the difficulties and reasons to vote? This is my micro-blog on impulse, denounced the CR is too selfish reasons.
Analysis of the true position of the parties and the reasons, do not miss the other protagonist is now authentic treasures of the largest shareholder. Bao was magnificent, had come prepared, won diplomatic mettle. But then gradually died down, even in March this year, the shareholders ' meeting for introduction of Shenzhen Metro restructuring, also voted in favour of the continued suspension, attitude to a 180-degree turn. And what secrets behind? Rumors said that the Po can use leverage, especially its acquisition of insurance companies China vanke, has stepped to the edge of policy, attention and warning. To hold, gossip, over policy red line, looking for trouble and hard to eat, so stop. According to China resources presented at the Board of Directors, CR and Po contact communication a lot, there are many cooperation projects, is not in General. I is had in micro-Bo Shang said "in treasure can just body and back of situation Xia", will how how, and not to assumed "in treasure can still bag of situation", because if is Hou a situation, not only vanke of restructuring plans no meaning (treasure can and CR in future shareholders will Shang teamed up denied plans, who also unable to block), and CR proposed yihou on himself directed SEO of programme is nonsense. I cannot benefit of the doubt and treasure to the CRC's commitment is willing to make the first big shareholder is false, let alone want to think all CR rhetoric and action is false, just to help the treasure in secret, so is selling CR's leadership and the Central discipline. In fact if the CRC Board of Directors the same day show treasure could be prepared to reject the restructuring plan's comments also, independent directors will agree are not necessary through the plans. Visible certainty are some of CR rejected restructuring plans. CR in the voting results came out, acted extremely annoyed at decorum must veto the reorganization, and the pros and cons of the precious natural, standing where more favourable. Bao once shot, with his last style, definitely be quite wild, making future changes harder to predict. This is what I have always argued from the perspective of regulatory and market fair, treasure should be required to publicly disclose its real intention of the reason.
Analytical thinking here, I would certainly support the passage of Shenzhen Metro crime unit. If you decide to speak on their own behalf, highly critical ego, of course, no problem. On behalf of the public shareholder position, just in case I didn't, poor judgment, suspicious, what should I do? Even if my judgement is right, I am entitled to represent general public shareholders decided on this plan at today's meeting of fate?
I was not elected by public shareholders, can't say I have the right to meddle in. Attitudes that shareholders do? Vanke a-share suspension from h-share shareholders and investor perspective, introduced in March after the announcement of Shenzhen Metro, h-shares rose strongly, this partly reflects the attitude of investors and market restructuring.
However, I am representative of the independent Director after all a-share shareholders. The performance of h-shares is just circumstantial evidence, is insufficient to support this crucial vote. So, not represented in the Board of Directors of the a-share shareholders restructuring plan for this is what attitude? I cannot guess. Of course, the March shareholder meeting for introduction of Shenzhen Metro restructuring, continued during the suspension's motion has been negatived, it shows shareholders are glad to see the restructuring had a positive outcome. China resources is now said, when they voted in favour, but eventually took out plan is so bad now, would undermine the interests of all shareholders and therefore turned against. It should be recognized that China resources this article are right in saying: at that time voted in favour of advancing the restructuring continued during the suspension does not mean that it did in favour of the restructuring plan today.
Inscrutable, an idea floated up, my eyes lit up: China resources said that plan well, if we agree, rejected the plan, restructuring failed, is tantamount to depriving most of the rights of shareholders to participate in their views, are large shareholders of China resources holding 10% only a few percent of the shareholders made a decision. We vote for the plan through, there is no real decision shareholders make, but was subsequently submitted to the general meeting of shareholders let them decide for themselves. We favour only for the general public shareholders to speak and the right to vote, and prevents individual shareholders in the Board of Directors of advantage kidnapped the company decided, and that is what real functional responsibilities and the role of independent directors. Think of it, how to cast this vote I already speak for themselves. I can't help but feel his doubts and suffering is foolish.
4 independent directors of vanke, 3 voted in favour and 1 difficult to feel under great pressure of outsiders actually supported the views of a majority of independent directors, voted in favour, for public shareholders the opportunity to decide for themselves and their rights. As regards the last shareholder meeting, shareholders themselves decide, whatever the outcome, even if the plan was rejected was the expression of all the shareholders themselves will, vote in favour of independent directors is still valuable. Shareholders have the right to decide for themselves and have no right to decide the fate of others is fundamentally different. This is the modern market economy rules and procedural justice. Independent directors to vote and voice have forced China resources and maybe treasure will continue to disclose their true intentions, so as to avoid a restructuring plan was whether, when the stock to resume trading, investors unaware of the blind and being pushed around. Therefore, people just say "this independent directors can't" and I sincerely want to include Liping Zhang praise for each of them. Because he was using the legal compliance, and rather personal suffering, in stress-induced expression of interest he didn't want to deny the true wishes of the restructuring plan for. This is a form of courage and indomitable. China listed company independent Director if such duties, China's securities markets, there is hope.
Up to the last minute, I heard that candidates had yet been proposed to the Board of the treasure, based on their benefit plan open shots, and stern allegations as they sought on restructuring plans to speak of independent directors and the right to vote, called the "independent Director's independence, not good faith duty." In this regard, we have no regrets.
So vote, I am out of breath, spirit, and hurried to catch up on the day of the table tennis training. I didn't expect this vote there I do not know a lot of secrets, and I was soon dragged into the whirlpool, and the subsequent story of ups and downs, also revealed more and more profound institutional torture.
(To be continued)
