The confusion of "double sinks type Mbo": The edge of the eight-year walk ends in fruition?

The other side of the 8-month wait is the 8-year watch. Relative to the development of double sinks (000895.　　SZ) 8-month suspension period, the company management of the large shareholder of the double Exchange Group MBO (management buyout) process is undoubtedly more lengthy, the process of the management of Bandung led a full use of 8 years.　　This long process begins on November 29, 2010, and the real end will come.　　November 29, the double remittance development announced a duplicate trade, issued the "on the actual control of the company's changes to all shareholders of the report" (hereinafter referred to as the "Actual Control Changes Report"), declaring its MBO path of sunshine. As the truth comes to the bottom, many media outlets are beginning to look back at the ups and downs of MBO over the past few years.　　However, no one asked, the double sinks group MBO finally how to really go under the sun.　　And many investment bankers are concerned that this has no precedent of the "double sinks" MBO path, will become the future of the listed companies MBO Vane?　　Hidden MBO sunshine in the eyes of many capital market professionals, the publication of the report on the change of real control person is of great significance to the management of the development of the double sinks. "The announcement of the plan shows that the SFC has tacitly defaulted on the legitimacy of the double sinks management MBO."　　Shanghai Securities Investment Banking Department in charge of the November 29 afternoon told the newspaper reporter.　　Prior to this, the development of double sinks of MBO is a tortuous road.　　As early as 2002, the double sinks leader Bandung has led 12 double sinks management and other altogether 50 natural persons, jointly funded the establishment Henan Luohe Sea Sinks Investment Limited Company (hereinafter calls the sea sinks investment).　　Relevant data show that between 2003 and 2005, the investment has invested in the exchange and the development of two main related upstream and downstream enterprises up to 18.　　Through a steady stream of linked transactions and large dividends, Haitong investment has accumulated a wealth of money.　　June 10, 2003, including the double Exchange Group 4 internal management personnel, including 16 natural persons, and also funded the establishment of Luohe Haiyu Investment Co., Ltd. (hereinafter called Haiyu Investment).　　Only three days after the establishment of the Haiyu investment, the company signed an agreement on equity transfer with the double Exchange group, with a price of 4.14 yuan per share that allowed the latter to hold a 85.5925 million-share share of the shares, which accounted for 25% of total equity.　　In the end, this price is lower than the dual-link development at the time of the net assets per share, and has not been approved by the SASAC, since then the purchase price per share was raised to 4.7 yuan, Haiyu Investment also successfully won the equity.　　Since Haiyu investment into the development of double sinks, the listed companies began to pay dividends, from 2003 to 2005, Haiyu Investment earned more than 200 million yuan. April 2006, the state-owned shares of the double Exchange Group by bidding, by Goldman Sachs and the company's subsidiaries in Hong Kong, the firm to 2.01 billion yuan, and through the Haiyu investment in the hands of the equity, thereby totaling a dual-exchange development 60.71%Equity, as one of the actual control of the development of double sinks.　　After the completion of the above acquisition, Haiyu investment to complete the historical mission, and the investment of the sea sinks mysteriously disappeared. "In the beginning, Bandung clearly wanted to complete MBO at home through the operations of companies such as Haiyu, but it was clearly impossible under the prevailing policy environment, so it was only feasible to move to offshore operations," he said.　　Said the investment bankers frankly.　　In hindsight, the Rise Grand Group Ltd., established in British Virgin Is. in July 2007, and heroic Zone investments Limited (male domain) are the two major MBO operating platforms set up by the bi-Exchange management.　　Through a series of capital operations abroad, the 263 executives, middle managers and sales, technical core personnel established by the trust of the Thai company, and its 100%-holding male domain company, eventually achieved a double exchange international 30.23% of the shares.　　It is noteworthy that the double sinks international, through the Rotex, double sinks, directly or indirectly in the development of 51.45% of the shares, which means "double sinks international development".　　Prior to this, Shine B holdingⅰlimited (hereinafter Shine B) directly and indirectly controlled the double sinks international 42.36% of the shares, for the development of double sinks in the name of large shareholders. "Even with layers of coats, the fact that the executives of the two-wire companies have implemented MBO through the offshore company curve has long been known to the public, which has also been recognised by listed companies," he said.　　"The aforementioned investment bankers introduced.　　In the opinion of the investment banker, Shine B is still the big shareholder of the double sinks development in legal sense, how to straighten up this layer of relationship, let this kind of secret MBO finally legalize, the direct dialogue between the double Exchange management and the SFC is unavoidable. "This announcement can be understood as the double sinks of MBO has been the default, legal relations have been straightened out."　　"The investment bankers said. 33.94 billion of the price of the world there is no free lunch.　　MBO is also impossible to manage without cost. In the industry's view, 339.　　400 million of dollars ' worth of good assets is the price they have to pay, although they will get a corresponding stake. "As long as MBO is unsuccessful, it is impossible to become a public company that can win with investors," he said.　　"A senior Financial Review author said in an article on November 29. The statement of the investment bankers interviewed by our correspondent is more direct: "In a sense, the development of double sinks MBO and listed companies to achieve the overall listing is mutually dependent." "" The reorganization of the assets involved in the 29 affiliated companies, in fact, is the double Exchange management in the positive pursuit of their own interests when the resistance, through other channels slowly formed the historical baggage.　　"The fund manager of a public offering fund in Shenzhen thinks. According to the fund manager, "the interests of public investors in the process, in fact, into a doubleThe weight of executives pursuing their own interests.　　"And now the two-way development of the linked transactions and competition problems finally find the answer, the interests of both ends of the weight has finally been exchanged."　　This has even been said by the industry personage, is the listed company aspect two big events in this reorganization can simultaneously complete the intrinsic reason. Despite the painstaking Dickens, the legalization of MBO was exchanged.　　But in fact, this tortuous process still suffers from outside criticism.　　The loss of state capital is undoubtedly the first thing the outside world will think of the word. "The transfer of the state capital of the double sinks is the transfer of the public bidding in the Beijing property Exchange, which is strictly in accordance with the requirements of the relevant national laws and regulations, and has been approved by the Leihe government, the provincial government of Henan province, the State Council SASAC and the State Ministry of Commerce."　　Bandung said in a recent media conference call.　　Others believe that the adoption of the two-link development scheme will make the number of large shareholders of the company break through the limit of 200 persons. "In the future the holding of double sinks International is a foreign company, 263 people are shareholders of this offshore company, so it does not apply to domestic laws."　　"A senior official, who declined to be named, responded to the reporter," he said.　　After the dust settles, the sun of MBO, which has been painstakingly built by the executives of the two sinks, may have hidden meanings that are not known to the outside world. "What we are more concerned about is whether the case of double sinks can be successfully passed, which will directly test if the control of MBO is loose, so as to provide a reference for our next business."　　"The investment bankers who were interviewed by this newspaper said excitedly. In the view of the professionals, the legalization of double sinks will make a glimmer of the frozen MBO business since 2003.