China property

Wang insists regulators would block any Baoneng attempt to oust the Vanke board

Embattled chairman attempts to calm investors at its AGM in Shenzhen

PUBLISHED : Monday, 27 June, 2016, 9:58am
UPDATED : Friday, 15 July, 2016, 10:32am

Wang Shi, the founder and chairman of China Vanke, has attempted to reassure investors in the embattled firm that market regulators would step in if the company’s largest shareholder Baoneng Group did anything to hurt the company’s operations, or its share price.

“The majority shareholder cannot do whatever it wants, for example suddenly proposing to remove all the directors and advisors — we still have regulators, ” Wang told the firm’s annual general meeting in Shenzhen on Monday, another day which saw yet more twists and turns in the saga.

Financial conglomerate Baoneng, which built up a 24.26 per cent stake in Vanke last year, is now seeking to oust Wang and the rest of the board and has called for an extraordinary general meeting, Vanke said in a statement late Sunday.

Baoneng says Wang should be fired as a director because he had spent most of his time between 2011 and 2014 studying in the United States and Britain, and had not carried out any duties for the company despite collecting a combined 50 million yuan (HK$58.6 million) in salary.

The 11 other directors had to be sacked as well since they allowed Wang to collect the huge sum of money while he was studying, it said.

As a result of Baoneng’s decision, Vanke president Yu Liang also told shareholders the company’s business was already being adversely affected.

“Some of our projects now face the risk of cancellation, banks are reconsidering how they rate our credit, partners are looking to adjust business terms and head hunters are eyeing our employees,” he said.

China’s largest homebuilder has been embroiled is the long-running takeover battle with its largest shareholder since December.

Some of our projects now face the risk of cancellation, banks are reconsidering how they rate our credit, partners are looking to adjust business terms and head hunters are eyeing our employees
Vanke president Yu Liang

Its shares fell over 3.8 per cent on Monday in Hong Kong following Baoneng’s call for a mass executive clear out.

Trading in Vanke’s A-shares in Shenzhen have been suspended since December 18 last year.

Vanke said the directors now have 10 days to respond to the request to have the executives removed.

Carol Wu, a China property analyst at DBS Vickers, said: “Baoneng’s move is natural, as it is protecting its own interests, (as Wang and his management team is fighting to reduce Baoneng’s stake)”.

But she said Baoneng’s proposal was unlikely to be approved by shareholders, given its second largest shareholder China Resources Group, has not supported the resolution.

To avoid a possible hostile takeover by Baoneng, Wang and his top management have been pushing for a restructuring within a 45.6 billion yuan takeover deal with subway operator Shenzhen Metro Group.

Metro would become Vanke’s biggest shareholder with 20.6 per cent of the company, diluting the holdings of Baoneng and as well as those of state-owned China Resources.

The deal, however, has been jointly opposed by Baoneng and China Resources, which together have a 39.5 per cent stake in Vanke, and could fail as approval from two-thirds of the shareholders is required even though Vanke said it had been given the board’s approval.

On Monday evening, Vanke also revealed Shenzhen Stock Exchange has issued letters to both Baoneng and China Resources to ask whether they were acting in concert, and further questioned Baoneng if it had considered the full impact any removal of Vanke’s board would have on its operations.

It also asked if the proposal breached Baoneng’s previous plan not to change the current board members and managements.

Xiao Yaqing, the head of the State-owned Assets Supervision and Administration Commission, meanwhile, said earlier it would support any deal that might bring benefit to enterprises or help the development of Shenzhen.

Wang insisted at the meeting that his proposed restructuring was still ongoing, but had room for negotiation. Any extraordinary general meeting convened to approve the plan would take at least two months to be held, he added.

Vanke’s company secretary to the board Zhu Xu said the company itself had already addressed Shenzhen Stock Exchange questions over its deal with Shenzhen Metro.

She said trading in its shares would resume once it had received approval from the bourse, but added they would face considerable pressure given the firm’s ongoing uncertainty and the fact the Shenzhen Component Index had itself dropped 18 per cent in the past six months.

The developer’s stock in Hong Kong has seen 29.87 per cent of its value evaporate so far this year.

One analyst, who asked to remain anonymous, said a possible scenario might be that Wang leaves while his current directors stay on, including Yu Liang.

Wang actually hinted to shareholders that he hoped “Yu Liang could replace me, if I had the choice”.

Vanke’s directors’ report for 2015, and its report to the supervisors, failed to pass the shareholder vote on Monday.