Water and Flames

WAF CH22

After returning from the AI Developer Conference, Jing Hong’s attention was once again drawn to “Xindong Media.”

He and Zhao Hanqing analyzed Qinghui’s true underlying motive once more, but they were still entirely at a loss.

Because of Zhou Chang’s forceful intervention in the Xindong Media acquisition, Jing Hong felt a considerable amount of pressure.

He consistently felt a sense of unease.

Perhaps precisely because the pressure was somewhat heavy, over the next few days, the frequency with which Jing Hong… before going to sleep at night was exceptionally high.

In truth, Jing Hong didn’t consider himself the type of person to act on a whim; he was far too busy and had no time to waste, even if it was just an hour.

However, various studies also showed that when people were under significant pressure, they tended to indulge themselves. He needed to temporarily and completely forget about all the troubles of the mortal world.

Thus, strangely enough, over several quiet nights, whenever Jing Hong thought of Zhou Chang, things would get a little out of control.

In his mind, lingering traces of Zhou Chang’s appearance crossed back and forth with the faceless figures of two people; as time went on, this intertwining grew increasingly frequent. With his eyes closed, he would be left immobilized for quite a while toward the end.

He felt alarmed by such a loss of control, for he had always been extraordinarily self-disciplined.

Because of Qinghui’s sudden intervention, and with all parties unable to grasp Qinghui’s true intentions, the acquisition of Xindong Media seemed to be placed on pause, with no party making a move for a time.

However, Fanhai waited for merely a week before deciding to proceed with the acquisition of Xindong Media, resuming their share-buying sweep.

Yet right at this moment, Qinghui also made its move.

The other shoe had finally dropped.

Qinghui Group continued to purchase shares of Xindong Media—this time acquiring only 3%, bringing its stake from 5% up to 8%—and subsequently signed an Acting-in-Concert Agreement with “Dongfang Insurance.”

In other words, in the three-way tug-of-war for Xindong Media among Fanhai, Dongfang, and Qinghui, Dongfang and Qinghui had formed an alliance, with Dongfang leading the coalition. With this, Dongfang Insurance and its concerted parties held over 30% of the shares, triggering a mandatory general tender offer for Xindong Media.

Jing Hong knew that from the very day Qinghui intervened, Fanhai had been placed at a severe disadvantage.

At that time, Fanhai held 22% of the shares, whereas Dongfang Insurance and Qinghui Group combined held over 27%. Fanhai was still 8% away from the 30% red line for a full takeover bid, while the alliance between Dongfang and Qinghui was only 3% away. The Securities Regulatory Commission strictly mandated a public disclosure for every 5% increase in shareholding, meaning the Dongfang-Qinghui alliance could comfortably observe Fanhai’s moves and strike again at an opportune moment.

Faced with the joint forces of Dongfang and Qinghui, and given that Xindong was not an indispensable asset, Jing Hong decisively conceded defeat and withdrew.

“And yet, we’re still completely in the dark to this day…” Zhao Hanqing said. “What we do know is that Qinghui stepped in purely to assist Dongfang Insurance this time. It definitely wasn’t because Qinghui itself actually wanted to enter the media and entertainment industry.”

Jing Hong toyed with a fountain pen, speaking lazily, “Mm.”

It was glaringly obvious that Qinghui was merely an accessory to Dongfang Insurance this time, doing the heavy lifting for Dongfang Insurance’s benefit; otherwise, Qinghui wouldn’t have acted in concert with Dongfang Insurance and let Dongfang initiate the tender offer.

After a moment, Zhao Hanqing added, “Over the past few days, Qinghui and Dongfang Insurance were probably negotiating—or rather, making a trade. Qinghui agreed to act in concert with Dongfang Insurance, but… I wonder what they got in return.”

Jing Hong continued to fiddle with his fountain pen: “Mm.”

He didn’t know either.

In fact, he believed that after the six-month lock-up period, Qinghui would transfer this 8% stake in Xindong to Dongfang, step down from the board, and never concern itself with Xindong Media again.

Under the Securities Law, a lock-up period applied to major shareholders holding 5% or more of a company’s shares, forbidding them from selling within six months of purchasing.

Zhao Hanqing sighed again, “Ah, Dongfang Insurance was originally running low on cash, but Qinghui ended up tossing them a lifeline! Now Dongfang Insurance has bought itself extra time to raise funds. Given Dongfang Insurance’s scale, this acquisition is a walk in the park. Ah… I really don’t know what Dongfang Insurance could possibly offer Qinghui!”

Jing Hong didn’t answer.

This was a question he hadn’t figured out up until now either.

What kind of trade were Qinghui Group and Dongfang Insurance making, after all?

What scheme was Zhou Chang pulling off?

Fortunately, Qinghui Group did not leave Zhao Hanqing and Jing Hong puzzled for too long.

Not long after, Jing Hong saw a news headline:

Xingmin Bank, China’s largest private bank, has transferred 750 million worth of debt-for-equity swapped shares in “Tiantong Securities” to Qinghui Group, accounting for 9.9% of Tiantong Securities’ total equity.

“…!!!” At this moment, Jing Hong suddenly snapped out of it as if waking from a dream.

So this was Zhou Chang’s goal all along!!!

Dongfang Insurance was one of the major shareholders of Xingmin Bank; Jing Hong had known this all along.

Jing Hong had previously checked the list of companies Dongfang Insurance had invested in, and “Xingmin Bank” was right there. Dongfang Insurance’s stake in Xingmin Bank was neither too large nor too small, sitting just over 5%—hardly a prominent asset within Dongfang Insurance’s grand layout.

Jing Hong had also thoroughly investigated “Xingmin Bank’s” network of connections back then, finding nothing particularly unusual.

Yet it turned out that two years ago, Xingmin Bank had acquired debt-for-equity swapped shares in Tiantong Securities!

Back in 2015, the A-share market suffered a flash crash, giving rise to the “myth” of thousands of stocks hitting their lower price limit in a single day. The Shanghai Composite Index plummeted wildly from over 5,000 points down to over 2,700 points, losing half its value, with the drop from 5,000 to 3,000 taking a mere two months.

It happened so abruptly that multiple products belonging to a major shareholder of Tiantong Securities suffered margin calls and liquidations.

That company had been extremely aggressive, abandoning the most rational risk-hedging methods to go wildly long on stock index futures, buying up massive quantities of CSI 300 futures and other contracts. As a result, the very month that company was forced to liquidate their positions coincided with the absolute worst month for A-shares. But such was the price paid by speculators: the delivery dates were clearly stated in the contracts, and when the agreed-upon time arrived, those futures had to be sold off—even if it meant bleeding out and taking a massive loss.

Having suffered astronomical losses in 2015, they faced a severe financial crisis and could not repay their loans to “Xingmin Bank.” Consequently, in a desperate bid to save themselves, by 2016 they had no choice but to transfer their 9.9% stake in Tiantong Securities to Xingmin Bank as debt settlement.

However, the Chinese government enforced a strict separation between the banking and securities industries. Having underestimated the Chinese government’s firm stance on “separate operations,” Xingmin Bank recently realized it still had to dispose of these equity holdings within two years, as dictated by regulations.

What happened after that?

Generally speaking, there were only two outcomes for debt-settlement equity: private agreement transfers and public auctions. Regulatory authorities typically required banks to adopt the latter approach; however, there was a catch-all clause in the law that stated “except under circumstances recognized by the CSRC.”

Jing Hong could already outline the progression of this entire affair.

First, Qinghui Group helped Dongfang Insurance acquire “Xindong Media.” Afterward, Dongfang Insurance, in its capacity as a major shareholder of Xingmin Bank, advised Xingmin Bank to transfer the debt-settlement shares of Tiantong Securities—which Xingmin Bank couldn’t hold onto anyway—to Qinghui, while communicating and negotiating with the Securities Regulatory Commission on its behalf. Although Dongfang Insurance held only a 5% stake, deciding who specific shares of Tiantong were transferred to was ultimately irrelevant to Xingmin Bank since they couldn’t keep them regardless, meaning no other shareholder would oppose Dongfang Insurance on the matter.

And what came next?

Evidently, the CSRC agreed.

What the CSRC actually cared about was simply that Xingmin Bank dutifully relinquished the shares. Now that the two-year deadline was fast approaching, if an auction were held and yielded unsatisfactory results—such as no buyers coming forward, thereby causing Xingmin Bank to actually hold onto Tiantong Securities’ equity for longer than two years—it would create a mess.

Thus, the 9.9% equity stake in Tiantong Securities came to belong to Qinghui Group.

And Tiantong Securities happened to be the lead investor in Series B financing for “Feichi Motors” (Chapter 19), as well as Feichi Motors’ largest shareholder aside from Fanhai.

Feichi Motors was a crowning success of Fanhai’s investments, having just launched China’s very first batch of mass-produced new energy vehicles, with virtually no rivals across the entire country. On the new energy vehicle track, Fanhai had bet successfully, whereas Qinghui had bet wrong—”Quanjing Motors,” which Qinghui had invested in back then, had been utterly desolate in recent years.

Qinghui had always wanted a piece of the pie and a foot in the door with Feichi Motors, but Fanhai Group, as Feichi’s major shareholder, had repeatedly shut them out. Qinghui Group had wanted to invest but couldn’t get in, leaving the general manager of their strategic investment department jumping up and down in anxiety.

And now? They had succeeded.

Qinghui helped Dongfang Insurance acquire Xindong Media, and subsequently, through an agreement with Dongfang Insurance, took over the 9.9% debt-settlement equity stake in Tiantong Securities held by Xingmin Bank. This made Qinghui a shareholder of Tiantong Securities, and by extension, a indirect shareholder of “Feichi Motors”—a company Tiantong Securities had previously invested in.

Although this kind of indirect investment wasn’t as advantageous as Fanhai’s direct investment in Feichi Motors, it at least allowed them to snag a piece of the pie.

In theory, “indirect investment” could not interfere with the target enterprise’s operations. In reality, however, as a major shareholder of Tiantong Securities—which made them the major shareholder of Feichi Motors’ major shareholder—they would indisputably have a voice and be able to stick their hands in.

Jing Hong thought about it further and felt that Zhou Chang going to such great lengths wasn’t purely for Feichi Motors alone.

First of all, although Tiantong Securities was not large in scale, it possessed sharp investment vision. Aside from “Feichi Motors,” it had invested in several other successful companies, all within relevant fields.

Secondly, Tiantong’s wealth management platform was the best among brokerage firms, capable of facilitating investments in Hong Kong and US stocks as well. After a deep binding, Qinghui’s payment tools would gain superior wealth management and asset allocation capabilities to further attract deposits—after all, Tiantong was a professional securities firm.

Thirdly…

Jing Hong felt that now that he knew Zhou Chang’s ultimate objective, it was for the better.

He finally didn’t have to stay on edge anymore.

“You sure took quite a detour, Zhou Chang.” Jing Hong tapped on the desk and stood up.

He recalled that ever since his younger cousin met Zhou Chang last time, she had praised him several times for having “the charming aura of a ruler.” Jing Hong had actually dismissed it with disdain, as that exact phrase was often applied to himself, and simultaneously applied to many others. When you have plenty of flatterers trailing behind you, that kind of air naturally develops.

Yet Jing Hong suddenly realized that Zhou Chang simultaneously possessed the aura of a game-changer—whether in the merger case between Kunpeng and Huawei, or in this investment case concerning Feichi Motors, he had displayed the demeanor of a game-changer, and it truly was quite captivating.

Breaking the stalemate, and then controlling the board—forcing the original game-controller to lose their advantage and be reduced to a mere accessory.

Rulers were common, but game-changers were one in ten thousand.

However, Jing Hong thought, only a person like that was worthy of being a proper rival.

On the 50th floor of Fanhai’s headquarters, Jing Hong stood before the glass wall, hands resting in his pockets as he gazed at Beijing’s grand and bustling night view. He let out a sigh and thought to himself, “In the end, that Zhou Chang managed to squeeze his way in.”

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