万科取消与深圳地铁集团的交易

The barbarians at the gate have claimed a victory in the battle for control over China Vanke, the country’s largest retail property developer, after the company called off a deal to take on a new majority shareholder.

门口的野蛮人在一场围绕中国最大零售地产开发商中国万科(China Vanke)控制权的争夺战中取得了胜利，此前万科取消了一项引入一家新的大股东的交易。

Shares in Vanke fell more than 6 per cent to HK$18.22 in Hong Kong on Monday morning after the home builder said on Sunday that it had dropped plans to sell some $7bn worth of shares to enlist Shenzhen Metro Group as a white knight in exchange for property assets.

周一上午，万科在香港的股价一度下跌近6%，至每股18.22港元。这家住房建筑商上周日表示，已取消向深圳地铁集团(Shenzhen Metro Group)发行价值约70亿美元的股票、让后者成为“白马骑士”并收购后者地产资产的计划。

Vanke found itself the target of China’s first high-profile hostile takeover nearly a year ago after little-known Baoneng Insurance increased its holdings in the developer to about 24 per cent.

将近一年前，当默默无名的宝能(Baoneng)增持万科股份至约24%时，万科发现自己成了中国最引人注目的敌意收购案的目标。

The dispute has become China’s most-watched corporate battle, spilling onto the public stage with the chairmen of Vanke and Baoneng slinging insults at one another in domestic media. China Evergrande , the country’s second-largest property group, also joined the fray, boosting its stake in Vanke to a level that would permit it to nominate a board member.

这场争执已成为中国最令人瞩目的企业争夺战，随着万科和宝能的董事长在国内媒体上互相辱骂，这场争执还延伸到了公共舞台上。中国第二大地产集团恒大(Evergrande)也加入战斗，增持了万科的股份，以至于有资格向万科董事会提名一位董事。

In an effort to bolster its defences, Vanke in June announced that it had agreed a deal for a stake in Shenzhen Metro that would install the urban transit company as its largest shareholder — a plan attacked by Baoneng and state-run China Resources, another major shareholder, who opposed having their holdings diluted.

为了加强防御，万科在6月宣布，它已同意了一项收购深铁集团一定股份、使这家城市交通集团成为万科最大股东的计划。该计划遭到宝能和另一个大股东——国有企业华润(China Resources)的抨击，它们反对自己的股权被稀释。

In a stock exchange filing late on Sunday, Vanke said it had called off the deal with Shenzhen Metro after “certain major shareholders of the company had publicly expressed their varying opinions on the transaction proposal”.

万科上周日晚在提交给证交所的文件中称，在公司“部分主要股东公开表示对本次交易方案存在不同意见”后，万科取消了与深铁集团之间的这项交易。

Ken He, an analyst at DBS Vickers in Shanghai, said the cancellation of the deal was clearly negative for Vanke but that it was unclear which shareholder would benefit the most from announcement. “There are too many key shareholders and all have different views on this transaction,” he said.

星展唯高达(DBS Vickers)驻上海分析师何亮(Ken He)表示，交易的取消显然对万科有负面影响，但哪位股东从中受益最大是个未知数。他说： “关键股东太多了，而且对这项交易各有各的看法。”

The fight for control has taken a toll on Vanke’s finances. In August, the company disclosed that the dispute had resulted in delay or cancellation of 31 projects this year as its management was called into question. Banks have also curtailed Vanke’s access to loans, and global rating agencies have warned of an impact on the group’s corporate rating.

控制权之争影响到了万科的财务状况。8月份，万科披露称，由于其管理层受到质疑，这场争执已导致今年有31个项目被推迟或取消。银行方面也减少了对万科的贷款，全球评级机构已警告称，万科的企业评级会受到冲击。

While privately held Baoneng has been the primary agitator, with Baoneng and China Resources remaining Vanke’s two largest shareholders, rival property developer Evergrande has also become a key stakeholder.

虽然民营企业宝能一直是主要搅局者——宝能和华润仍是万科的两个最大股东——与万科存在竞争关系的房地产开发商恒大也成为了主要的利益相关者之一。

As of late last month, Evergrande had bought Rmb36.8bn ($5.3bn) worth of Vanke shares, increasing its stake to 14 per cent. However, at the weekend, a senior Evergrande executive told Chinese media the group had no intention of seizing control of Vanke.

截至上月末，恒大购买了价值368亿元人民币(合53亿美元)万科股份，将其对万科的持股比例增加至14%。然而，上周末，一位恒大高管对中国国内媒体表示，恒大无意夺取万科的控制权。

Anbang Insurance, another acquisitive Chinese group, also has a substantial holding in Vanke.

另一个喜欢收购的中国集团安邦保险(Anbang Insurance)也在万科持有大量股份。

However, Baoneng has faced some setbacks of its own in recent weeks. The China Insurance Regulatory Commission in early December barred Baoneng’s unit Foresea Life Insurance from issuing universal insurance policies — high-risk, high-return products often used to fund corporate deals.

不过，宝能在最近几周自身遇到了一些挫折。12月初，中国保监会(CIRC)禁止宝能旗下寿险公司前海人寿保险(Foresea Life Insurance)发行万能险保单——这是一种高风险、高回报的产品，常用来为公司并购筹措资金。

The products come under regulatory scrutiny because they are essentially wealth management products rather than traditional protection-style insurance policies.

这些产品受到监管审查，是因为它们实际上是理财产品，而不是传统的保障型保单。

The country’s securities regulator has also denounced companies making highly leveraged takeovers as “barbarians” and “robbers”.

中国证券业监管人士也谴责了从事高杠杆收购的公司，称它们为“野蛮人”和“强盗”。