What measures does Baoneng Department take to complete the acquisition of Vanke?

1, three placards, inciting cash of 24 billion yuan.

As of August 26th, Baoneng Department has put up a placard for three consecutive times. From the beginning of July to the end of August, the market value of Vanke was 654.38+060 billion yuan (now it is 654.38+046 billion yuan, which has little impact. Before buying, it was basically 654.38+06 billion. ) floating around. This means that every time you buy 5% of Vanke's shares, it will cost 8 billion yuan. Baoneng Department has held a placard for three times and used about 24 billion yuan.

At present, Baoneng has accumulated a shareholding of 15.04%, replacing the central enterprise China Resources as the largest shareholder of Vanke, breaking the equity balance of Vanke in the past 15 years.

Here we need to talk about the background of the so-called "Baoneng Department".

There are two accounts representing Baoneng: Qianhai Life Insurance and Ju Shenghua.

The actual controller of Baoneng Department is Chaoshan boss Yao Zhenhua, who holds 99% shares of Jushenghua through Baoneng Investment (Shenzhen Baoneng Investment Group Co., Ltd.) and 20% shares of Qianhai Life Insurance through Jushenghua.

Baoneng Department has six major sectors-comprehensive property development, modern logistics, commercial operation, financial industry, cultural tourism and people's livelihood industry, among which real estate and finance are the most widely known. Qianhai Life Insurance is an important foundation of Baoneng in the financial field, and Jushenghua is Yao Zhenhua's "common vest" when operating in the capital market.

2. With leverage, the actual cost is about 654.38+0.3 billion yuan.

Even though Baoneng is rich, it is not easy to scrape together a huge sum of 24 billion in just two months, not to mention fighting on many fronts in the capital market and buying CSG and OCT.

Adding leverage is the key. After using tools such as margin trading and income swap, the actual cash expenditure may only be 654.38+0.3 billion yuan.

Maybe you have to ask, how is this account calculated? The following is the whole calculation process:

In July 1 1, Qianhai Life Insurance bought a 5% stake in Vanke by centralized bidding for the first time. If calculated according to the median price 14.375 yuan/share disclosed at that time, the funds used will be about 8 billion yuan. (The average transaction price is 13.28 ~ 15.47 yuan/share, and the number of shares traded is 5527 16065. )

On July 25th, Qianhai Life Insurance bought 0.93% shares of Vanke for the second time through centralized bidding. If calculated according to the middle price 14.375 yuan/share disclosed at that time, the funds used are about1500 million yuan.

Ju Shenghua bought a 0.26% stake in Vanke through centralized bidding. In addition, Ju Shenghua also holds 3.8 1% shares in the form of income exchange. According to the median price 14.635 yuan/share disclosed at that time, the direct purchase cost is about 400 million yuan, the leverage of the income swap part is 1:4, and the cost of the income swap part is1200 million yuan.

(The subscription cost of Qianhai Life Insurance is 13.28 ~ 15.47 yuan/share, and that of Ju Shenghua is 13.28- 15.99 yuan/share. Qianhai Life Insurance bought 65,438+002,945,738 shares, accounting for 0.93%. Ju Shenghua bought 28,040,565,438+00 shares, accounting for 0.26%; Income swap holds 4,265,438+0,574,550 shares, accounting for 3.865,438+0%. )

On August 26th, Qianhai Life Insurance bought 0.73% of Vanke's shares through bidding for the third time, and Ju Shenghua bought 4.3 1% through leverage. Based on the closing price on August 26th 13.25, Qianhai Life Insurance directly spent about 106 billion yuan, Jushenghua spent 600 million yuan on margin financing and securities lending, and the income swap cost was1200 million yuan.

(The announcement did not disclose the purchase cost. Qianhai Life Insurance bought 0.73% shares of Vanke through bidding, and Ju Shenghua bought 0.08% shares through margin financing and securities lending, and held 4.23% shares in the form of income exchange. )

Here is a brief introduction to the lever tools used by Baoneng Department.

The first is income swap, similar to the previous hot fund-raising business.

According to a broker, institutions can only use cash to leverage when using income swap tools. At present, equity and assets are rarely used in the industry. This means that Baoneng is probably still using real money at present, and the equity and real estate in his hand have not come in handy.

How much leverage can be added depends mainly on the subject matter and market conditions, which is generally 1:3. (Take Vanke as an example. If the target is good, the leverage can be appropriately increased. When calculating the cost above, it is assumed to be 1:4. )

When used, brokers will hedge and balance risks. Both sides agreed on the time limit. At maturity, the brokerage firm will charge a fixed income, usually about 8% interest, and the institution will charge a floating income, which is the price difference. After the last two placards, Baoneng used the income swap tool. According to the announcement, "in the income swap contract, Yan Shenghua transferred the qualified performance guarantee to the securities company in cash, and the securities company bought the shares after matching the funds in proportion. The income right of the shares belongs to Qi Shenghua, who pays interest on schedule. After the contract expires, Yan Shenghua repurchases the shares held by the securities company or sells them to get cash. "

The second is margin financing and securities lending, the interest is generally 8%, and the capital allocation ratio is 1: 1.

3, the source of funds, Baoneng's "stepping stone" cost is not low.

It can be clearly seen from the above calculation that the shareholding ratio of Qianhai Life Insurance is 6.66%, and the cash expenditure is about 65.438+0.056 billion yuan; Ju Shenghua's shareholding ratio is 8.38%, and his cash expenditure is about 2.86 billion yuan.

Most of the funds of Qianhai Life Insurance come from two universal insurances: Hailinian and Jufu products. The list of shareholders announced by Vanke on August 2 1 day shows that Qianhai Life Insurance holds 4.75% of the shares through the above two insurance products. In addition, its own funds hold 1.38%, and the source of 0.53% shares is unknown for the time being.

Although most of the "bullets" of Qianhai Life Insurance come from insurance funds, the cost is not low. In the last two months, the product interest rate disclosed by Qianhai Life Insurance is around 5% ~ 6%. In addition, promotion and management costs also need to be calculated.

Part of Ju Shenghua's funds may come from stock cashing and equity pledge. Last year, the company cashed in about 300 million yuan in Baocheng shares. In July this year, the company pledged its equity to China Resources (Shenzhen) Co., Ltd. and Bank of Jiangsu Shenzhen Branch respectively.

To sum up, from the above sources of funds, it is not difficult to find that the capital cost of Baoneng Department is not low, and it is not an insurance capital increase in the traditional sense. Therefore, the problems it needs to face when it enters Vanke are very different from those when Life Life holds Jindi.

Coupled with the high-risk and high-interest leverage and the time limit of income swap, it is worth observing whether Baoneng can hold it for a long time.

However, Baoneng's previous capital operation has been relatively tough. For example, when Shenzhen Ye Zhen seized the controlling stake, it pledged all the purchased shares to continue to increase its holdings. Therefore, we think it is hard to say whether Yao Zhenhua will continue to buy in buy buy before he comes up with a "big move".

4. New interest in real estate and insurance investment

In the industry's view, Baoneng's fierce placard of Vanke for three times can be described as a desperate attempt. According to the above calculation, Qianhai Life Insurance spent nearly 654.38+000 billion yuan. Among them, about 7.5 billion are insurance products, about 2.2 billion are self-owned funds, and another 800 million are temporarily unknown.

How rich are local insurance companies? According to public data, the premium income of the insurance industry exceeded 2 trillion yuan last year, and the total assets of the industry have exceeded 10 trillion yuan. By the end of 20 14, the balance of insurance funds was as high as 9.3 trillion yuan.

According to the 20 14 annual report of qianhai life insurance, during the reporting period, the company's total assets were 56 billion yuan, including 4.38 billion yuan in monetary funds, 2.55 billion yuan in investment real estate, and about 1 152 billion yuan in available-for-sale financial assets. The total amount of quantified financial assets, held-to-maturity investments and long-term equity investments measured at fair value was nearly/kloc.

The above-mentioned annual report also mentioned that as of the end of last year, the "insured savings and investment funds" of Qianhai Life Insurance as the largest debt item was about 310.57 billion yuan, and the total liabilities were about 506,543.8+0 billion yuan.

Even if the placard is as fierce as Qianhai Life Insurance, according to the above indicators, the asset-liability ratio of Qianhai Life Insurance was close to 89.5%.

In May last year, the CIRC began to implement the new Interim Measures for the Administration of the Use of Insurance Funds. In combination with the previous Notice on Strengthening and Improving the Supervision of the Proportion of the Use of Insurance Funds, the insurance companies will be loosened to invest in the real estate sector. In theory, the proportion of insurance funds invested in real estate has increased to 30%.

The reporter of China Business Daily noticed that the insurance investment in real estate mentioned by the China Insurance Regulatory Commission mainly refers to the investment of insurance funds in land, buildings and other fixtures attached to land. The above measures emphasize that insurance group (holding) companies and insurance companies may not use various reserves to purchase real estate for their own use or make equity investment in other enterprises to achieve holding.

In other words, to control an enterprise with insurance funds, various reserves should not be used in its sources of funds, but there is no mention of the use of other funds.

The above notice also stipulates that the total book balance of equity assets invested by insurance companies shall not be higher than 30% of the company's total assets at the end of last quarter, and the book balance of major equity investments shall not be higher than the company's net assets at the end of last quarter.

Let's take a look at Qianhai Life Insurance. As of July this year, Qianhai Life disclosed information. In April this year, it purchased 72.505 million shares of Zhongju High-tech through the auction trading system, accounting for 96.5438+0% of the total share capital of Zhongju High-tech, and held about 249 million shares of China CSGa, accounting for 65.438+02.0 1% of the total share capital of CSG.

In addition, Qianhai Life Insurance participated in the fixed increase of OCT in April this year. After the fixed-income plan is approved, it will hold 6.89% of the shares of OCT, and it is planned to participate in the fixed-income increase of CSG1.1.20 billion shares in July, accounting for 4.99% of the total share capital of CSG.

In terms of Qianhai Life Insurance, according to the provisions of the above Notice, it is known through calculation that the book balance of equity assets available for investment shall not exceed 654.38+068 billion yuan, and the book balance of major equity investments shall not exceed about 5.9 billion yuan.

This is a big constraint for Qianhai Life Insurance to brand Vanke in the next step. Increasing holdings to 30% will be a sensitive point. According to Vanke's current share price, it will cost about 6.5 billion to continue to increase its holdings by 5%, about 10%1300 million, and nearly 20 billion to 15%. This is a great pressure on Baoneng Department, which has allocated10 billion yuan to increase its holding of Vanke.

In short, if Baoneng wants to control Vanke to become the largest shareholder, then the cost of capital, leverage time and book capital will all hinder the realization of its goal.