Water and Fire~Chapter 145.2: Grand Finale (Part 1)

 

Chapter 145.2: Grand Finale (Part 1)

In the following days, Ren Yan and Chu Qianmiao helped Zhou Hanhai formulate a comprehensive takeover plan.

According to their plan, Zhou Hanhai first acquired Henong 5 shares in the secondary market, making his first takeover bid.

His move immediately excited the media. The recent clash between Hanhai, Henong, and Yingji Capital has given the media countless twists and turns and unexpected events. They are alert to the subsequent developments of this counter-takeover bid, smelling the lingering smoke of war.

Zhou Hanhai soon lived up to expectations, raising his stake in Henong for the second time. His holdings in the company reached 10%.

Afterward, Zhou Hanhai, in accordance with Ren Yan and Chu Qianmiao's prior arrangement, publicly pledged to Henong that he would not increase his holdings in the company for the next twelve months. He later explained through the media that these two increases in Henong's stake were merely attempts to create cross-shareholdings, which would be fairer and safer for both parties.

His promise and the tone he expressed through the media successfully defused Henong, leading to the company not attempting to initiate a private placement to dilute Zhou Hanhai's stake, as Hanhai Home Textiles had previously done.

However, shortly thereafter, a woman named Lu Fang also raised her stake in Henong in the secondary market, purchasing 5% of Henong's shares.

Media reporters became fascinated by this mysterious woman who had suddenly appeared in the public eye, and they had a strong intuition that she had some connection to Hanhai. They made numerous inquiries, hoping to interview this woman, but were consistently turned away by the volatile Ms. Lu.

The reporters were forced to dig up information about Ms. Lu through other channels, ultimately piecing together a profile of her: she worked as a finance officer for a parent company, earning an average salary. Her wealth stemmed from a relocation home, abundant property, and the freedom to be as carefree as possible. However, there was no direct evidence to prove whether her stake in Henong shares was connected to Hanhai.

Comments popped up almost every second beneath the news report, each one asking, "Why is she so wealthy still working a nine-to-five job? What kind of noble spirit is that?"

"Does Ms. Lu still need a son or daughter? They'll call her "Mom" after graduating from college."

"Please help contact my mother. I've lost her. Please help us find each other."

Chu Qianmiao read the news report and the comments below it to Ren Yan, his shoulders shaking with laughter.

Chu Qianmiao's involvement in Lu Fang's bid for Henong was actually responsible.

While developing the overall plan, the question of who would be the bidder for the second phase posed a challenge.

Ren Yan had originally considered Lei Zhenzi and Shao Yuan. However, since Lei Zhenzi and Shao Yuan had previously acquired a significant amount of Hanhai stock in the secondary market, raising funds for another bid for Henong would take time. Furthermore, they would have other uses later.

Besides Lei Zhenzi and Shao Yuan, no one else had the financial resources for the time being.

At this point, when the situation was nearly deadlocked, Chu Qianmiao suddenly thought of Lu Fang. She mentioned this candidate to Ren Yan.

Initially, Ren Yan was concerned that Lu Fang had an eccentric personality. Although she had a special liking for Chu Qianmiao, she might not be willing to invest a large sum of money in the secondary market.

At this moment, Chu Qianmiao told Ren Yan a story. "I previously helped Lu Fang win a lawsuit over a house. But the point I want to make isn't that. It's that she initially bought this house because her daughter's best friend from kindergarten lived across the street, and she wanted to make her daughter happy."

While Ren Yan was listening, Chu Qianmiao raised an eyebrow and said, "So if I go to her and tell her that the purpose behind her acquisition of Henong is to help Zhou Hanhai consolidate and unify the domestic education industry, then her daughter will have access to all the tutoring, training, and intensive courses she wants, whether she's in elementary school, middle school, or college, or even if she wants to study abroad. Furthermore, her shares will appreciate in value in the future, and she'll earn money. Do you think she'll agree?"

When Lu Fang heard Chu Qianmiao's words, she agreed without hesitation.

Lu Fang even excitedly told Chu Qianmiao, "You have no idea how expensive tutoring classes are these days. Even one-on-one lessons with a good teacher are hard to come by. Now, my daughter won't have to worry about tuition for the rest of her life."

When Chu Qianmiao mentioned the stock's future appreciation, she nonchalantly replied, "Hey, with others, I'm after the money. With you, I'm after the fun. Besides, I'm not short of money. Forget about anything else. Just because my daughter will enjoy a series of premium education in the future, I'm willing to follow you."

When Chu Qianmiao told Ren Yan that Lu Fang was willing to raise her stake and immediately took action, Ren Yan smiled.

His smile clearly showed that his woman was extraordinary, and the women around her were all extraordinary too.

After the mysterious Ms. Lu raised her stake in Henong, Henong became alert. Meanwhile, Yingji Capital was embroiled in lawsuits and under investigation by multiple agencies, leaving it struggling to cope. Henong was left to fend for itself. After Lu Fang raised her stake, Henong immediately announced the convening of an extraordinary general meeting to review the proposed private placement. Henong attempted to adopt the same strategy previously employed by Hanhai Home Textiles to dilute the stake held by the outside stakeholder.

Henong calculated that Henong's chairman, He Annong, held 12% of the shares, while Yingji Capital held 25%, for a combined 37%. Even if Zhou Hanhai and Lu Fang were truly in cahoots, their combined stake was only 15%. As long as He Annong and Yingji Capital voted in favor of the private placement, it wouldn't matter if Zhou Hanhai and Lu Fang opposed it. After all, as long as more than two-thirds of the voting rights held by shareholders present at the meeting approved the private placement, the proposal would pass.

Unfortunately, Henong's plan didn't pan out as planned. At the extraordinary general meeting, the private placement proposal was not only rejected by Zhou Hanhai, holding 10% of the shares, and Lu Fang, holding 5%, but also by Lei Zhenzi and Shao Yuan, two other shareholders who had quietly acquired shares in the secondary market, each holding 2% and 2% of the shares. Because shareholders holding less than 5% of the shares were not required to make an announcement, the careless Henong shares suffered a loss.

At this point, Zhou Hanhai, Lu Fang, Lei Zhenzi, and Shao Yuan held a combined 19% of the shares, voting against the private placement. Regulations require a minimum of 38% of the shares voting in favor for the private placement proposal to pass, and He Annong and Yingji Capital held a combined 37% of the shares.

Henong's counter-takeover plan to dilute the stakes of the bidders through the private placement was aborted.

This unexpected development excited the media for a while. They rarely see such a dramatic twist in the story between two listed companies. Initially passively following the news, the media has now actively anticipated further developments and speculated on the event's dramatic conclusion.

Afterward, Henong attempted to save itself by increasing its holdings. However, Yingji Capital's accounts were frozen, and it was embroiled in lawsuits, making it unable to assist. Furthermore, Henong Chairman He Annong had already spent all his funds on his previous bid for Hanhai Home Textiles, and now lacked the ability to raise additional funds. Therefore, this self-rescue plan ultimately fell through.

Hanhai, on the other hand, was gaining momentum.

First, Lei Zhenzi and Shao Yuan each bought two shares of Henong in the secondary market. Lei Zhenzi was buying enthusiastically, stating that he was willing to spend everything to help his beloved A-Ren. However, Shao Yuan's purchases were dignified and cool, insisting that he wasn't offering a favor and that there was no need for gratitude. He simply felt that the money was sitting there anyway, so he might as well buy some to save for future appreciation. However, if the opportunity arises in the future, Ren Yan might want to speak more favorably of Gu Miaoyu to his mother, Dong Lan. After all, Ren Yan had helped Dong Lan's company go public, and Dong Lan always held him in high regard.

Chu Qianmiao found Shao Yuan's inconsistent aloofness amusing, but was also pleased that he treated Gu Miaoyu so attentively.

By this time, Hanhai Group members held a 23% stake in Henong.

As the media and various parties watched eagerly, a man named Du Xiaofeng soon raised his stake in Henong for a 5% stake.

Everyone's curiosity was once again piqued by this mysterious man named Du Xiaofeng. They wondered if he was also a member of the Hanhai Group.

Du Xiaofeng was the final piece of the puzzle. Initially, Ren Yan had no idea who to choose as the final touch.

Finding someone wealthy enough and willing to join them in their unconditional struggle against Henong was a challenge. They were already lucky enough to find Lu Fang, in addition to Lei Zhenzi and Shao Yuan. Finding another was a real challenge.

While Ren Yan was racking his brains for a candidate, Chu Qianmiao had already quietly helped him contact them.

She contacted Du Xiaofeng. Coincidentally, Du Xiaofeng's previous investment had doubled upon maturity, and combined with his existing funds, it was just enough to buy Henong shares in the secondary market.

Chu Qianmiao explained the situation between Hanhai Home Textiles and Henong Shares and laid out their plans frankly. Du Xiaofeng immediately agreed to help without hesitation.

Later, Chu Qianmiao summoned Du Xiaofeng to a meeting at Hanhai. In front of everyone, Du Xiaofeng said to Ren Yan, "Regardless of whether we can make money or not, I'm willing to help, Miss Qianmiao. Why would I even discuss money? What matters to us is the human connection."

This remark touched Chu Qianmiao deeply. After the meeting, she said to Ren Yan, "You once told me that when working on a project, rationality, calmness, or even apathy are most important, and that personal connections are the least important. You said they were unnecessary in both the workplace and the capital market, a weakness, a burden, and should be suppressed."

"But look at Lu Fang and Du Xiaofeng. When I was with them before, I didn't suppress my personal connections. I helped them whenever I could, and now, at crucial moments, they're willing to turn around and help us. So personal connections aren't a burden; they're actually an assist, a powerful weapon that can pay off in crucial moments."

Not only Lu Fang and Du Xiaofeng, but also Mu Jie (chapter 69), Tang Jie, Wang Jun, and many others. The personal connections she had extended to them ultimately paid off. When she needed help, they stood by her and lent her a helping hand.

This time, Ren Yan understood her personal connections and nodded in agreement.

Chu Qianmiao was relieved and happy. She thought she had changed Ren Yan, that she had imbued his rationality with a human touch. And she, in fact, was being changed by Ren Yan as well, her overly human touch becoming more rational.

It seemed that as they interacted, they were slowly neutralizing and changing each other, growing closer and closer.

She thought this was a good thing; they could cultivate a rational yet human heart in the workplace—a truly joyful experience.

And so, Ren Yan and Chu Qianmiao joined forces, controlling the overall situation and completing the initial takeover plan. At this point, the shareholdings were: Zhou Hanhai 10%, Lu Fang 5%, Du Xiaofeng 5%, Lei Zhenzi 4%, and Shao Yuan 4% each. They were acting in concert, and the Hanhai Group held a total of 27%, already exceeding the 25% held by the largest shareholder, Eagle Capital, and just shy of a 30% tender offer.

The media was completely blown away by this acquisition and reverse takeover incident, with full-page reports on the most exciting takeover and counter-takeover battle of the year. They used the most thrilling words to describe the twists and turns of the development and the unexpected results of the matter. They used the most touching words to ask the Hanhai Group whether it would continue to acquire Henong shares.

Will the Hanhai Group launch a takeover bid for Henong by the 30th? Will the Hanhai Group's acquisition ultimately aim to delist Henong Shares as a listed company?

As external speculation reached its peak, and Henong Chairman He Annong's defenses were at their breaking point, Ren Yan said to Zhou Hanhai, "Mr. Zhou, it's time. We won't attack someone when they're down. The ultimate goal of our reverse takeover isn't to vent our anger, but for the long-term development of the company. So, Mr. Zhou, it's time to negotiate with He Annong."

The meeting and negotiation between Zhou Hanhai and He Annong captivated countless people following the takeover bid and counter-takeover events. It's rare to see such a complex, each-step process so captivating in the capital market, and the enthusiasm surrounding this event rivals that of a TV drama.

During the negotiations, Zhou Hanhai, with the support of Ren Yan and Chu Qianmiao, clearly articulated several points to He Annong, Henong's chairman.

"Yingji Capital is currently embroiled in lawsuits and overwhelmed. Henong's continued reliance on Yingji for growth is unlikely to materialize. It's best for Henong to seize this opportunity to unlock its ties with Yingji and partner with our Hanhai Group.

Henong currently holds a portion of Hanhai shares, and our Hanhai Group's concerted action partners also hold Henong shares and have become Henong's largest shareholder. We have deep mutual penetration. So, Mr. He, why don't we collaborate and work together to integrate the domestic education industry and generate joint profits?

As for corporate governance, Hanhai can reserve a board seat for Henong, but Hanhai must hold more than half of the seats on Henong's board."

This latter point was raised by Zhou Hanhai to He Annong at the direction of Ren Yan and Chu Qianmiao. Indeed, they wanted Hanhai Group to become Henong's new largest shareholder, thereby controlling the company through control of the board.

He Annong accepted the previous suggestions without hesitation. However, he disagreed with the latter request.

Ren Yan and Chu Qianmiao had long anticipated that He Annong would not compromise so easily. They urged Zhou Hanhai to persevere to the end.

"If Mr. He disagrees with this board setup," Zhou Hanhai said with a deep sigh, "then our Hanhai Group will have no choice but to continue increasing our holdings in Henong. Once our holdings reach 30%, we will make a general offer to all Henong shareholders to acquire their shares. Upon completion of the acquisition, Henong will no longer meet the requirements for a listed company and will cease to be a listed company."

Ren Yan added, "As for funding, our Hanhai Group is also well-equipped. Acquisitions and reverse mergers between our two companies are currently very popular. Many insurance funds and private equity firms have contacted us, expressing their willingness to participate. Therefore, Mr. He, please do not worry about the funding for the subsequent general offer."

Chu Qianmiao listened to Ren Yan's words and mentally cursed him for being a fox. He spoke as if he was truly concerned about the other party, but in reality, it was all a soft threat with a hidden needle.

Since Ren Yan had already played the good cop, she decided to play the bad cop. "Mr. He, with all due respect, we will not be keeping you at Henong after the tender offer is completed."

Their combination of good cop and bad cop, combined with Zhou Hanhai's balanced cajoling, quickly broke down He Annong's psychological defenses.

After weighing the pros and cons, He Annong and Zhou Hanhai finally reached a consensus on a cooperation plan. The two parties would collaborate fully to integrate the future of China's education industry. Going forward, Henong Shares would provide advice on the future operations and development of Hanhai Home Textiles, while the Hanhai Group would play a decisive role in the future operations and development of Henong Shares.

The announcement of the partnership sparked another wave of media attention, with headlines lavishly commenting on this outcome, arguing that it was likely the most mutually beneficial outcome and the one that would maximize profits. Throughout this business case, each stage of the takeover bid and counter-takeover unfolded with thrilling and unexpected twists and turns, each confrontation captivating the audience. The most powerful individual in this entire incident was undoubtedly Hanhai, the mastermind behind the entire operation.

Soon after careful investigation, media reports revealed that there were not one but two individuals orchestrating the entire affair, one of whom was a woman. The identities of these individuals remained tight-lipped within the Hanhai organization.

Everyone could only speculate privately based on various clues: one was Zhou Hanhai's personal advisor, the other a female investment banker. They were privately referred to as the "Condor Heroes" of the capital market, though no one knew whether they were actually a couple.

The battle between the takeover bid and counter-takeover bid had thus concluded.

The quiet after the clamor always feels particularly precious.

Chu Qianmiao heard that Tan Shen's decision-making and actions in the previous Hanhai stake-raising incident had resulted in significant losses and risks for Yingji Capital. Yingji Capital was planning to fire Tan Shen, and they were currently conducting an exit audit.

Chu Qianmiao sighed, but she didn't feel particularly sympathetic. After all, one must always take responsibility for one's actions.

After two days of peace, Chu Qianmiao heard news that Kan Qingzhou had been taken into custody by the Economic Investigation Department for investigation.

Chu Qianmiao immediately asked Ren Yan if this was his handiwork.

"Tang Jie said you previously asked him about Eagle Capital's overseas backdoor listing. Are you gathering substantive evidence?"

Ren Yan nodded. "I've found evidence proving they bought and sold shares on their own, fabricated transactions, and manipulated profits. Furthermore, they're suspected of manipulating stock price during the backdoor listing process. Kan Qingzhou's in for a real fight this time."