Eight years of friendship are about to break up? The two brothers, the founders of the 70 billion supermarket giant, have made their differences public!

Yonghui Supermarket is a dark horse in China’s retail industry in recent years. Some people in the industry believe that it is very likely to become “China’s Wal-Mart.”

In 2010, Yonghui Supermarket landed on the A-share market and was known as the "No. 1 fresh food stock". The company has received investments from JD.com and Tencent, and its current market value exceeds 70 billion yuan.

When the company chairman Zhang Xuansong talks about his entrepreneurial journey, he will always thank one person, and that is his brother Zhang Xuanning. As early as the 1990s, Zhang Xuansong and his brother Zhang Xuanning were together when they were engaged in beer wholesale sales. Later, they became the special distributors of the No. 1 brewery in Fuzhou, and then founded Yonghui Supermarket together. The two brothers wrote a glorious family entrepreneurial history.

When the company was growing bigger and bigger, the two brothers had different opinions on the positioning and development path of its "high-end supermarket + fresh food catering + O2O super species (Yonghui Yunchuang)". According to China News Service, in April this year, Zhang Xuansong said at the shareholder exchange meeting: " Regarding super species, CEO Zhang Xuanning and I have differences. He is optimistic about catering. I think the focus should be on delivery." Home'. ”

On the evening of December 13, an announcement from Yonghui Supermarket made this difference public:

Zhang Xuansong and Zhang Xuanning have different opinions on the company’s development direction, development strategy, and organization. There are major differences in structure, governance mechanism, etc., and there are also different opinions on Yonghui Yunchuang’s positioning, development direction and path. After careful consideration, in order to avoid further aggravation of differences, the two have signed the "Agreement on the Dissolution of Concerted Actions."

Since then, the eight-year-long relationship between the two brothers acting in concert has been terminated.

The "separation" was due to differences in the company's strategy

Recently, the Zhang brothers terminated their concerted action relationship and "separated" in another way.

In terms of the shareholder composition of Yonghui Supermarket, the company's third quarter report of 2018 disclosed that Zhang Xuansong and Zhang Xuanning, as persons acting in concert, collectively hold 22.17% of Yonghui Supermarket and are the largest shareholders. Now that the Zhang brothers have terminated their relationship as persons acting in concert, the shareholdings of the top six shareholders of Yonghui Supermarket are:

Milk Co., Ltd. holds 19.99% of the shares and is the largest shareholder;

< p> Zhang Xuansong holds 14.70% of the shares;

Zhang Xuanning holds 7.77% of the shares;

Jiangsu JD Bangneng holds 6.43% of the shares;

Jiangsu Yuanzhou holds 5.00% of the shares ;

Linzhi Tencent Technology holds 5.00% of the shares.

Yonghui Supermarket stated that due to the dispersed shareholdings of each shareholder, after the two parties terminated their concerted actions, the above-mentioned shareholders made decisions based on their voting rights and were independent of each other and did not interfere with each other. Judging from the company's equity structure, board of directors and senior management composition, the company currently has no controlling shareholder or actual controller.

With the termination of the concerted action agreement, the Zhang brothers’ differences regarding the company’s development strategy also became public. According to China News Service, in April this year, Zhang Xuansong said at the shareholder exchange meeting: "I have differences with CEO Zhang Xuanning regarding super species. He is optimistic about catering. I think the focus should be on 'delivery to home'." However, at least, at least At that time, Yonghui Supermarket denied the "separation" theory.

Yonghui Supermarket said that differences between the Zhang brothers have long existed regarding the company's strategy. "The above differences have been expressed on many occasions such as the company's shareholder exchange meetings, and other important shareholder representatives and members of the senior management team are also aware of it." In the past, subject to the concerted action agreement, the Zhang brothers could only "*** Advance and retreat together." Now, both parties can at least put their differences on the board table for other board members to make decisions.

"The formal termination of the concerted action relationship between the two parties will help eliminate the problems faced by all parties in the company and avoid any impact on the company's daily operations." Yonghui Supermarket said that after the concerted action relationship was terminated, it did not have an impact on the company's production and operations. .

Yonghui Supermarket disclosed that after the concerted action agreement was terminated, Zhang Xuansong and Zhang Xuanning issued "Commitment Letters" to the company respectively, promising not to reduce their holdings within 12 months from the date of signing the commitment. Yonghui Supermarket Stock”.

Yonghui Supermarket plans to set up a rotating chairman position

At the same time as the Zhang brothers "separate", Yonghui Supermarket's board of directors structure will also be changed.

On December 4, Yonghui Supermarket announced that it planned to amend the company’s articles of association and implement a rotating chairman system. The future Yonghui Supermarket board of directors will consist of nine directors, including one rotating chairman, one vice chairman, one executive director and three independent directors. The rotating chairman will fully preside over the company's work. The term of office shall not exceed one year and may be re-elected. The legal representative of the company is the executive director.

Judging from the above system, the board of directors of Yonghui Supermarket may have a "turn of fortune" situation. In addition, on December 4, the board of directors of Yonghui Supermarket also nominated candidates for the new term of directors. Zhang Xuansong and Zhang Xuanning were still selected, in addition to Benjamin William Keswick, Ian Mcleod, Liao Jianwen, Li Guo and three independent director candidates Xu Ping, Fang Qing and Liu Xiaopeng. In addition to Zhang Xuansong and Zhang Xuanning, Li Guo is the executive vice president of Yonghui Supermarket and the president of Yunchao. The reporter noticed that Benjamin William Keswick and Ian Mcleod were from Dairy Milk Co., Ltd., the largest shareholder, while Liao Jianwen was from JD.com.

Will Yonghui Supermarket’s strategy change under the rotating chairman system? Yonghui Supermarket said that the company's development is still proceeding in an orderly manner in accordance with the five-year "strategic development outline" in the work report of the company's third board of directors.

Every reporter noticed that according to the "strategic development outline", Yonghui Supermarket will become the top three offline stores in China's retail industry by 2020, with dual-track online and offline development.

Brother Zhang Xuanning became the largest shareholder of Super Species

It is worth mentioning that the ownership relationship of Super Species, which caused differences between the two brothers at the same time as the dissolution of the relationship between persons acting in concert, has recently Changes have also been made. On December 5, the company also announced that it would transfer 20% of the shares of Yonghui Yunchuang (Super Species) to Zhang Xuanning for 394 million yuan. After the transfer is completed, Zhang Xuanning holds 29.6% of the shares of Yonghui Yunchuang, making it the largest Shareholder; the company holds 26.6% of Yonghui Yunchuang's shares and is the second largest shareholder.

The current equity relationship between the two brothers in Yonghui Supermarket and Yonghui Yunchuang (Super Species), Zhang Xuansong holds 14.7% of Yonghui Supermarket, and has more shares than Zhang Xuanning, but Zhang Xuanning has become Yonghui Cloud The largest shareholder of the company.

Through the transfer of equity, Yonghui Yunchuang was stripped out of the consolidated scope of the listed company's statements. According to Yonghui Supermarket's calculations, after this equity transfer, the company will be able to confirm an investment income of 284 million yuan at the consolidated statement level.

Regarding the divestiture of Yunchuang business, Yonghui Supermarket stated that Yonghui Yunchuang incurred large operating losses due to its independent operation of retail business. It is necessary to adjust the control rights of Yonghui Yunchuang, which can not only reduce the operating costs and business risks of Yonghui Supermarket, but also form corresponding incentives for the actual controller and management team of Yonghui Yunchuang.

Regarding the "separation" of the founder brothers of Yonghui Supermarket, a recent media report also quoted an investor's opinion: "In the past, Zhang Xuansong was in charge of strategy, and Zhang Xuanning was in charge of business. From now on, the new director Judging from the member nominations, coupled with Zhang Xuanning’s increase in Yonghui Yunchuang’s comprehensive analysis, Zhang Xuansong’s control over Yonghui Supermarket will be strengthened in the future. “We are facing an increasingly complex and turbulent world;

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