Chapter 15 14. Questions about Fosun

This is of course the best of times.Chinese business has never been like it is today. Not only has it ushered in an unprecedented period of vitality in China, but it has also become the world stage where various capitals compete for the most intense competition. This era has given Guo Guangchang sufficient bargaining power when facing overseas capital, and he is confident and bold. This Zhejiang native, who is only 40 years old this year, has built a diversified holding group with a sales revenue of 24.231 billion yuan from scratch in 15 years. %holding Fosun Group) during the IPO roadshow, the overseas investors questioned whether the IPO price is too high for a diversified and comprehensive enterprise, even a bit aggressive:

"I will make two points. First, do you believe in China? I believe that after 30 years of development, China's economy will continue to grow rapidly in 15 or 30 years. Do you believe this? If you don't believe it, I can't help it Talk to you; second, do you trust our team? Do you believe our team has the ability to judge investment, make decisions, and improve corporate management? If you don’t believe it, then don’t invest either. If you believe these two point, do you still care about adding 5% to the price? You told me to buy if it is 5% lower, and not to buy if it is 5% higher. Is the value of a company determined by this 5%?!"

The next fact is that the international offering of "Fosun International" was oversubscribed by more than 172 times, the Hong Kong public offering was oversubscribed by retail investors by more than 233 times, and the frozen funds exceeded 270 billion Hong Kong dollars. On July 16, 2007, Fosun International's successful IPO in Hong Kong, together with the subsequent exercise of over-allotment, raised a financing amount of 13.27 billion Hong Kong dollars, and the new shares issued accounted for 22.33% of Fosun International's enlarged total share capital. It is said that "Fosun International" is the first mainland multi-business private comprehensive enterprise accepted by the Hong Kong capital market.In the prospectus, "Fosun International" claims that its core business includes investment in steel, real estate development, pharmaceuticals, and retail business. In addition, it also has strategic investments in financial services, gold mining, and iron ore mining.Its main listed companies include Forte, Fosun Pharma, Yuyuan Mall, Nanjing Iron and Steel Co., Ltd., and Zhaojin Mining.

During the IPO road show, Fosun and several of its sponsors have repeatedly conveyed a statement and established an image to the outside world: a fast-growing emerging market such as Mainland China is entirely possible and should grow into a company like the US GE, For outstanding diversified investment holding companies such as Japan's Mitsubishi and Hong Kong Hutchison, Fosun hopes to grow into a company that stands shoulder to shoulder with these world-class companies by taking root in China and investing in industries with growth potential. Everyone has a dream, but obviously, not everyone has the ability and luck to keep realizing their dreams.Judging from the performance records of the past three years announced by "Fosun International", Fosun's steel, real estate, and pharmaceutical business segments have indeed grown steadily, but the relevant data in the prospectus also shows that if the IPO is not completed in time , Whether Fosun Group can meet the capital needs for the sustainable development of various business segments is actually a huge question mark. In 2006, Fosun International had an operating cash flow deficit of 726 million yuan.As of December 31, 2006, the debt ratio of "Fosun International" was 43.2%, which does not seem high, but among the total liabilities of 19.036 billion yuan, 11.3 billion yuan is short-term loans.In fact, "Fosun International" also stated that 40% of the funds raised will be used to repay debts.

In this IPO, Fosun sold 20% of its shares in exchange for precious cash.In fact, what is more precious is that it has gained external trust.Even those who have been skeptical of Fosun all these years (even today) have to admit that the overseas listing of Fosun Group as a whole means that Fosun has changed from an unclear and unclear company to a relative A watershed moment for a transparent, "safe" company.Just three years ago, not to mention ordinary stockholders or even the general public, even people in the business world had quite ambiguous views on Fosun.Guo Guangchang himself once mentioned Vanke Wang Shi's criticism of Fosun for not naming names, "Some companies are engaged in steel and real estate, and I don't know what they are going to do."On the night of Fosun’s listing in Hong Kong on July 16, Wang Shi went to Hong Kong to attend Fosun’s celebration dinner in person. Liu Chuanzhi, Li Dongsheng, Ma Yun, Niu Gensheng and other Chinese business leaders also went to celebrate Fosun’s IPO with him. The situation is really rare.

Is Fosun's dark age coming to an end?It may not be said that the IPO has transformed Fosun (Guo Guangchang will protest, "We have always been like this!"), but at least it has brought Fosun to the surface, so that we have the opportunity to look at such a company that spans multiple industries and is still in business. The shape of a holding company with newer and bigger ambitions. First of all, we must let the time go back to 2004, which may be the most memorable year that Fosun has experienced in its more than 10 years of diversification, and it is also the starting point of Fosun's overall listing today.

That year, Guo Guangchang felt the deepest, "As the scale of our enterprise expands, our dependence on the external environment is also increasing." In 2002 and 2003, the boom in fixed asset investment, which the central government could not suppress repeatedly, was created by local governments and state-owned commercial banks from the perspective of the external environment.Due to the absence of a restrictive mechanism for local government investment, and the fact that state-owned commercial banks, which are under the pressure of shareholding reform, tend to make larger loans in order to reduce the non-performing loan ratio as soon as possible, the investment space in front of enterprises is quite loose.Fosun is one of the companies enjoying this "investment pleasure".From the end of 2001 to 2003, "Fosun System" carried out a round of intensive investment in steel, real estate, retail, medicine, finance and other industrial fields in the name of the group, its subsidiaries and affiliated companies.Here is an incomplete list of Fosun’s investments in those three years: 2001—investment in Beijing Golden Elephant (61 million yuan), acquisition of 13.3% state-owned equity in Yuyuan Mall (234 million yuan), investment in Xingye Investment (30 million yuan) ); 2002——invested in Jianlong (352 million yuan), invested in Chongqing Medical Engineering Institute (31.3 million yuan), invested in Chongqing Yaoyou (68.3 million yuan), further acquired 6.8% equity of Yuyuan Mall (119 million yuan), invested Debang Securities (501 million yuan), Investment Industrial Investment (73.3 million yuan); 2003 - Invested in Ningbo Jianlong Iron and Steel (825 million yuan), jointly established Nangang Union (1.65 billion yuan), invested in Sinopharm Holdings (503 million yuan) Yuan), invest in Guangxi Bonus (30.7 million Yuan), invest in Haixiang Pharmaceutical (27 million Yuan).

Correspondingly, in the past three years, except for Fosun Pharma’s issuance of 950 million yuan of convertible bonds at the end of 2003, which was converted into about one-third of shares in June 2004, Fosun did not have any equity financing activities .The only good thing is that, before the unprecedentedly tough statement of the central government at the end of April 2004 that it would regulate some fixed asset investment projects including real estate, in February 2004, Forte took the lead in listing in Hong Kong and raised 1.7 billion Hong Kong dollars. However, in other business sectors, Fosun has only just driven large sums of money into the game, and its heels have just stood still.Under such circumstances, it is conceivable that the credit environment that has suddenly contracted since the second quarter of 2004 will test Fosun's finances.

Especially in the capital-intensive heavy industry sector of the iron and steel sector, as the Jiangsu Tieben project was investigated as a typical violation, the Ningbo Jianlong project also encountered obstacles and could not be put into production; in addition, the Nanganglian project directly pushed up Fosun’s liquidity Liabilities risk, until today, according to the "Fosun International" prospectus, the liabilities of Nangang United are the largest part of Fosun Group's liabilities, "Our net current liabilities are mainly due to the fact that Nangang United relies on Short-term financing to pay for capital expenditures.” As of December 31, 2004, Nangang’s net current liabilities were 3.891 billion yuan, accounting for 58.18% of the current current liabilities of the entire “Fosun International”.

In May 2004, Deron's collapse made everyone think of a question: Who will be next?At that time, among the word of mouth in the industry and the specious reports of the media, one of the most concentrated candidates was: Fosun. There is no company more similar to Delong than Fosun, in people's eyes. How similar are the two.Diversification, involvement in industry and finance, rapid and stormy acquisitions and so-called "integration" in multiple industries at the same time, unknown sources of acquisition funds, listed companies with direct access to the capital market, countless subsidiaries, grandchildren and joint ventures Related transactions; moreover, they are all private enterprises; moreover, at the top of this huge and complex enterprise kingdom, there is a natural person major shareholder who is low-key and doesn't say much, and maybe only he knows everything about this private kingdom.

"Since the second quarter of 2004, with the successive appearances of Delong's collapse, Top, and hops incidents, the society has generally doubted the fast-growing private enterprises, and even all private enterprises. The public opinion is under great pressure. Fosun’s doubts are also constantly appearing in the newspapers. They mainly question the rumors of diversification, over-expansion, high debt ratio, and tight capital chain. The public opinion environment is very poor, which has never happened in the 12 years since we started our business.” In Fosun Group In the 2005 annual meeting report, Guo Guangchang made this recollection. He said, "We are obviously not cancer patients, but we are locked up in the same ward with cancer patients. It's like SARS, like the Cultural Revolution. How many people were unjustly killed in such a situation where everyone was at risk. If you Chosen by a kind of plague in society, what should I do? I have to save myself." Fosun chose to be transparent. Guo Guangchang should actually look back and thank Jack Welch for his dialogue. In June 2004, Guo Guangchang held a public dialogue with Welch, who came from afar, in Shanghai as a diversified junior.Among the questions Guo asked, one of them was, "China's climate has undergone relatively large changes... the actions of individual companies have affected the reputation of private companies as a whole. GE has come all the way, has a clean history, and is a very strong brand. And a very good company, but after the Enron incident, GE also received a lot of doubts, how did you deal with this problem? Don't tell me, I ignore them, I believe you must have done a lot of work, what to do What to do? What should we do? We must talk about some specific ways.” Welch's answer: "...I think if you have faith in the business, then your best answer and response is to speak the truth, have a very good performance, and open up your books, put your Put it on the table, let them look at it, and after reading it, they will understand everything." Liang Xinjun said that choosing transparency is the result of Fosun's collective decision-making. "Communication with the outside world, I think it is the minimum reason for management to deal with this environment, and any mature team should do this." A senior executive of a private enterprise that has a joint venture with Fosun said that Fosun impressed him with its "excellent crisis handling ability", "good cultural foundation" and "process-like teamwork". Fosun's transparency efforts began in July and August.Dai Zhikang, a friend of Fosun and chairman of Shanghai Zendai Group, introduced Chen Xiaohong, director of the Enterprise Research Institute of the Development Research Center of the State Council, to Liang Xinjun. The Origins of A Preliminary Study of Strategy.At the same time, Fosun also asked Ernst & Young to make the "Fosun Group Financial Analysis Report" as of June 30, 2004, and Shanghai Far East Credit Rating Co., Ltd. to evaluate Fosun's credit rating.These three special reports were completed within three to four months, and Fosun voluntarily submitted them to banks and regulatory authorities.According to the report, as of June 30, 2004, the asset-liability ratio of Fosun Group was 68.88%, and the interest payment ratio (profit divided by interest, showing the company's solvency) in the first half of 2004 was 7.65.These two figures have indeed played a considerable role in stabilizing and even reversing the effect of external public opinion. “Transparency is risky,” Liang Xinjun said. “At that time, our concern was that, for example, Ernst & Young’s audit would be more stringent. Will this cause banks to think that Fosun is not as good as before or not as good as others when looking at the data? Adding insult to injury? Facts have proved that banks still recognize this. In their minds, different audits and different rating conclusions mean different weights to them.” Transparency has only partially reduced the outside world's doubts about Fosun.In fact, the challenges brought to Fosun by macro-control are real. "Fosun's parent company's finances were really tight at that time," said a person close to Fosun, "and they must have played around the edges when deploying funds in the early stage. Because the invested companies are doing relatively well and the industry is stable, so the contradictions have not been exposed.” Liang Xinjun admitted that in addition to communicating with the outside world, he must also take measures and actions, "These measures and actions can fundamentally solve the problem." Adjust the pace of development and withdraw from some non-core businesses, especially the financial business. In 2004, Fosun sold its stake in King Long and Industrial Bank.Regarding the specific profit situation during this period, Fosun refused to disclose in detail. Liang Xinjun only said, "Business at a loss is not what Fosun pursues." The prospectus shows that in 2004, "Fosun International" sold its investment income of 7620. RMB 10,000, including the proceeds from the sale of shares in Industrial Bank.According to Fosun, the main reason for withdrawing from Industrial Bank was to "avoid suspicion". "The tree wants to be quiet but the wind keeps blowing. Everyone is doubting the motivation of private enterprises to invest in the bank. It is difficult for you to prove yourself in such an environment. At this time, the best way is to stay away from it, so as to save everyone from guessing." "Overall listing" was put on the agenda.Chen Xiaohong of the National Research Center said that this was the first suggestion he made to Fosun, because although Fosun relies on the cash flow and profit recovery of several business segments to meet the current debt, but from the group level, it needs to further expand However, to cope with changes in the external financing environment, there are still considerable capital risks.He told Liang Xinjun, take a look at the Wallenberg family in Sweden, which has held shares in many listed companies and brand companies, that should be your direction. "China's private owners are afraid of revealing their wealth and irregular operations, so they want to hide themselves behind and don't want to go public as a whole, but Fosun is different. They still have the idea and desire to be transparent," Chen said. . Liang Xinjun admitted that the macro-control incidents in 2004, especially the Delong incident, were the direct incentives for Fosun to go public in the future. "After the overall listing, there is no private matter, and all ideas have to be shared, which really increases the trouble. But what are the benefits? The transparency is improved, and no one doubts you. Relatively speaking, your transaction costs will be lower. Lower.” Most realistically, it is a big move to broaden Fosun’s financing channels. According to disclosures, throughout 2004, Fosun Group’s net cash borrowing from banks and other financial institutions was only 801 million yuan, compared with 3.765 billion yuan and 3.921 billion yuan in 2005 and 2006, as you can imagine Get the difficult implications of 2004 for Fosun.Fortunately, the three major industries of iron and steel, real estate development, and pharmaceuticals still maintained steady growth and profitability. In 2004, their profits were 1.071 billion, 515 million, and 219 million yuan. This may be the capital that Guo Guangchang can proudly stand out from the ranks of "like Delong". "A cold is not the same as cancer," he said.He has repeatedly stated that 2004 is Fosun's "Physical Examination Year". In 2005 and 2006 after the "health checkup", Fosun obviously curtailed the aggressive investment momentum of the previous few years, and did not make new major investments. "The first zodiac year since Fosun's founding has passed. I can use mixed feelings to describe the feelings of the past year." Looking back on 2004, Guo Guangchang once expressed it internally. Externally, in December 2004, when attending the annual meeting of Chinese business leaders and giving a keynote speech, Guo Guangchang publicly "appealed for tolerance" and mentioned "gratitude" for the first time. Guo, who studied philosophy, obviously prefers to be neighbors and friends with abstract spirits and thinking, and use them as weapons. This may be the reason why he disdains to restore Fosun's real stories and details.But at the same time, from an objective point of view, the complex nature of Fosun, a diversified group that includes many irrelevant businesses, with as many as 40 group subsidiaries and joint ventures that only appear on the prospectus, will To a considerable extent, it hinders Fosun from sorting out and describing the past? From the capital market to academic public opinion, in the past 20 to 30 years, people have generally accepted and admired professional companies, professional management and operation. This is the decline and disintegration of American diversified holding groups since the 1970s After that, the Japanese economic depression and the Asian financial crisis exposed the Achilles heel of East Asian diversified holding companies—the inevitable result of this series of major business events.Specialized companies are reassuring and competitive, while diversified holding companies are distrusted, large in size but low in shareholder value. In fact, during the IPO process of Fosun International, several sponsors had disputes about how to value the company.One of the sponsors, Cai Hongping, managing director of UBS Investment Bank, said that at first, some people said that several pieces of Fosun's assets should be disassembled to evaluate and finally add up to get a total value, which is more conducive to the understanding and acceptance of the capital market. "Wrong! Fosun is an organic whole. It is like a profit-making factory. How can this factory be dismantled and sold? The combined value of the industries and Debon Securities under it is greater than that of dismantled and sold. sum.” Finally, the valuation of Fosun adopts the method of PEG (G stands for Growth), that is, the future profit growth rate is included to estimate the PE value. If Fosun’s profit growth rate is considered to be 50%, then the PE value is 50. about.This valuation method is generally used for emerging market stocks. "We have no obligation to defend that comprehensive companies are good, but I can't believe that companies that only do one thing must be good. It is indeed easy to specialize in one thing, but it is not necessarily .” Guo Guangchang said.He believes that what needs to be clarified is that diversification should correspond to specialization rather than specialization, because "specialization" already contains a certain positive value judgment, and "specialization" is an objective fact describe. "If I only do one thing well, the capital market can give me a premium, but if I do three things well, the capital market will give me a discount? There is no such reason." "The key is whether your corporate structure, culture, team, etc. can support you to do everything you want to do well, and whether you can create value for shareholders. This is the main reason why the capital market gives you a premium or a discount. "Guo said. In Liang Xinjun's view, Fosun's structure, team, and culture are all imprinted with "diversified genes". "Fosun started two industries at the same time when we were only two years old, so Fosun's diversification has planted the 'cause' at the beginning of our business. Although we have only started the business for 15 years, we have been engaged in diversification for 13 years. I have a particularly deep understanding of the problems encountered in diversification, the resources and structural support needed for diversification.” The first question to be answered in diversified investment is how to choose the industries and companies to enter?Why choose? On July 25, 2007, Guo Guangchang and Liang Xinjun chatted about the advertising market on the plane to Beijing on a business trip, and the two were very interested.Their consensus is that China's advertising industry will experience explosive growth in the next 10 to 15 years.Because the growth trend of China's personal consumer goods market is obvious, the brand awareness of enterprises will gradually strengthen accordingly, and the process of establishing and maintaining a brand is the process of advertising. A world-class brand must have a world-class advertising budget, but now What needs to be studied is, where will this money mainly flow?Is it magazines, newspapers, the Internet, or outdoors? This is just a small talk, a daydream far from being a decision-making and strategy, but it reflects one of the main ideas of Guo Liang and his wife in choosing industries, that is to choose industries for long-term investment based on the business needs brought about by China's huge population . Liang Xinjun concluded that first, they are optimistic about the huge consumer market brought about by the huge population; second, when people’s consumption needs are met to a certain extent, the Chinese people’s investment needs will also increase, so investment products related to personal investment needs will also increase in the future. Will continue to grow, such as gold, such as wealth management.In addition, Fosun also pays attention to the opportunities brought about by China's urbanization and the transfer of global industries. These points are the so-called "China power" summed up by Fosun. "If your industry can benefit from two to three or even four Chinese driving forces, it will continue to be optimistic, don't worry." Liang Xinjun said, "Industry standards must be very clear and there must be no wavering. If there is a new thing When you come out and you change again, then you’re screwed, you can fine-tune, but you can’t take industry standards seriously.” At present, Fosun's four major businesses (Fosun calls it "industrial investment"): steel, real estate, pharmaceuticals, and retail are all closely related to what they believe to be "China's driving force".Among the four major industries, Guo Guangchang said, "We rely on non-related industry combinations with different income characteristics and growth laws to achieve the goal of smoothing the fluctuation curve and maintaining the continuous growth of the group. For example, Fosun's four major Industries: medicine, real estate, steel, and commerce have different income characteristics. The income characteristic of the pharmaceutical industry is continuous growth. The fluctuation range of business is relatively flat, while the fluctuation range of real estate is relatively large. The fluctuation range of steel is not large, but the cycle is longer. Reaching about 12 years. The income characteristics of the four major industries reflect a certain degree of low correlation. The long-term cycle of the steel industry and the characteristics of gentle income growth fluctuations can balance the short-term and large fluctuations of the real estate industry to a certain extent. The income of the pharmaceutical industry continues to The characteristics of growth can bring sustainable benefits to enterprises. This balance can be seen in the SARS in 2003 and the macro-control in 2004.” In this regard, Yang Chun, a business partner of Hejun Consulting, believes that objectively speaking, the degree of synergy between Fosun's major industries and the complementarity of industry cycles are not very strong. They are just deliberately learning from Hehuang Holdings. Thoughts, but it doesn't have to be.The Chinese mainland market is large enough and fast enough to develop, and the business environment is also complex. It is not necessary and difficult for companies to control the revenue cycle like Hutchison.Chen Xiaohong of the National Research Center also holds a similar view.He believes that the reason why Fosun chooses industries is not that there is any complementarity between them, but that the scale of these industries is large enough, and they are relatively independent from the perspective of market and regulation, and are not subject to licenses. limited development. Secondly, Chen Xiaohong and Yang Chun jointly believe that Fosun often chooses to enter the industry at a better time. Whether it is steel or pharmaceuticals, they all enter during the low period of the industry.This is often where Fosun has an edge over other investors. "The ability to discover value, that is, the 'counter-cyclical theory', to grasp the best opportunities for industry advances and retreats and mergers and acquisitions." This is Guo Guangchang's first requirement for Fosun's capabilities at the group level as an investment company that manages multiple industries.In order to obtain the research capability of the industrial system, Fosun has "won over" three types of human resources.One is the group's existing researchers and industry consultants hired by the group, the latter such as Liu Benren, who retired from the position of president of WISCO, and is now a non-executive director of Fosun International; the second is the researchers of the group's subsidiaries, and Research analysts from Tebon Securities are representatives; the third category is that Fosun will outsource research tasks to relevant research institutions from time to time, such as the National Research Center. We hope that we can understand this information, and hope that they can do some industrial policy research for us." What Liang Xinjun especially wants to emphasize is that the shareholder structure of Fosun Group's founder, controlling shareholder and operator supports Fosun to buy good companies with a relatively high PE value during the industry's low tide period. "Shareholder structure is also productivity." "For example, through research, we believe that the price of a piece of land of 2 million yuan has reached a low tide and we decide to invest, but what if the land price drops next year after you finish the investment? If it falls to 1.6 million yuan next year, ordinary shareholders may come to you It’s troublesome, but Fosun’s shareholders don’t need you to buy at the lowest point. You can buy at the bottom. As long as I agree with the bottom, I will have the calmness and courage to support your decision.” Fosun’s controlling stake and decision-making The power is firmly in the hands of the four-person entrepreneurial team including Guo Guangchang, Liang Xinjun, Wang Qunbin, and Fan Wei.Before the IPO, these four people owned 58%, 22%, 10% and 10% of the equity of Fosun Group respectively; after the listing, the four-person team still owns the listed company by wholly owning Fosun International Holdings and Fosun Holdings "Fosun International" has a 77.67% stake, and Guo Guangchang enjoys a 45% stake in Fosun International through his 58% controlling stake in Fosun International Holdings. After determining the industry to enter, the inspection of "people" and "team" is the most important thing for Fosun to determine the investment company. "Fosun should be a place where entrepreneurs gather." Guo Guangchang said. Fosun is not an industrial investor. Even in the pharmaceutical industry, its management team of Fosun Pharma is not enough to dispatch managers to support its successive acquisitions and expansions.Fosun claims that it does not advocate the practice of sending presidents and vice presidents to investee companies to "mix sand", but in fact it does not have the human resources to "mix sand".Under normal circumstances, Fosun will only send two or three directors including the chief financial officer from the group to the invested company. Relying on the original team of the company is almost its only efficient choice. In this way, the success or failure of the investment depends on the strength of the original team. Levels are highly correlated with abilities. Fosun has a set of detailed standards for "Entrepreneurial Spirit and Quality". Every time it invests, this set of standards will be swept over the team of the invested company like a magnifying glass. It shows that he has completed; has experienced the downturn of the industry and the company, and has come out (this means that a team with only a profit history may not be enough to conquer Fosun!); has the ability to replicate the team; has the ability to manage changes and capture opportunities Awareness and competence; transparency and cooperation. "If anyone talks to me about a joint venture, and the growth rate is only 70% or 8% after the acquisition, go away!" Liang Xinjun's face was filled with the air and fighting spirit that only emerging market entrepreneurs can have. He unabashedly contempt for conservatism, " Such people are not worthy of your support, and resources must be given to enterprising people and people who dare to promise.” Another time, Fosun wanted to make a Pre-IPO investment in a consumer company, and the performance of this company was very good. Well, there is a growth rate of 30% every year, which is the first in the industry.But Liang Xinjun inspected the team carefully, and found that the boss talked with him alone from the beginning to the end, and he talked about Buddhism and Taoism every time. Liang asked him if he could meet with your vice presidents, and the other party said no. Liang felt that this person might cash out After that, I didn't want to fight anymore, so I extinguished the idea of ​​investing. "If you only look at the financial indicators, this company is very good, but I must invest in someone who can replicate the team. This kind of investment is safe. Once he gets sick or follows Buddhism, there are other people who can do it. .You want to buy a chicken that lays golden eggs." Behind this set of "matching people" rules, Fosun is deeply hurt.Guo Guangchang once made a rough statistic. Since Fosun started its business, it may have tens of millions of failed investments. Just misjudged the team.For example, the founder team brought in Fosun to cash out. Although they claimed to help Fosun hire professional managers, the latter could hardly replace the former, resulting in a steady decline in performance. In the end, Fosun had to dispose of the company.What troubles Fosun the most and is difficult to grasp is that many invested or joint ventures, especially private enterprises, cannot meet the last requirement: transparency and cooperation.Liang Xinjun said, "They often have little ones, refuse your request for advice, refuse to admit their mistakes, refuse to change, put the people we recommended in the past, and even use some unethical means to seek personal benefits, such as misappropriating corporate funds. .We don’t want to resort to the law and go to court, otherwise we will be “locked up” as soon as the news spreads that we have a joint venture with Fosun, which will make it terrible. When there are some people we can’t change, we have to “divorce.” The Internet investment bubble at the end of the last century taught the Fosun team, which had only been in business for a few years at that time, one thing: to invest in any company, no matter how small, it is necessary to make continuous financing arrangements at the very beginning, and to make shareholders come in and out. arrange.At that time, they saw that a small Internet company was planning the second and third phases of financing just after starting a business. From a negative perspective, it seemed that these companies were fooling investors and being too floating, but this is exactly the internationally accepted investment and financing model. "China There was no such concept before, to build a chemical fertilizer plant, 1.5 billion, bang, throw it away, and don’t say whether it will expand in the future, or how to return it to shareholders in the future,” Liang Xinjun said, “A complete corporate rule should be It includes the business growth of the enterprise, that is, the product operation plan, and it should also include the capital operation plan.” To this day, every time Fosun invests in a company, it will produce a capital operation report for the company.Now this work is mainly done by Debon Securities under Fosun.This team will analyze the future of the company from the perspective of the capital market to see whether it will perform well in the capital market in the future, how to design the future equity structure, whether there is a possibility of exit, whether it is public offering or private placement.Before project investment, they will even go to the China Securities Regulatory Commission and the National Development and Reform Commission to ask, "There is such a thing, if it is going to be listed, can it be approved, and what obstacles are there?" Zhaojin Mining and Haixiang Pharmaceutical are in the This process was smoothly completed in two and a half to three years. In April 2004, Fosun Industrial Investment, Yuyuan Mall and Laomiao Gold jointly invested in Zhaojin Mining. In December 2006, Zhaojin Mining's H-share IPO in Hong Kong raised 2.5 billion Hong Kong dollars; Haixiang Pharmaceutical, which was listed in Shenzhen in the same month, increased the value of Fosun's investment by 10 times within 3 years.In addition, Fosun Pharma's Zhonghuan Group also completed its IPO in April 2007. In fact, this capital operation report is just one of four reports that Fosun needs to complete before each investment.The other three are the industry trend research reports made by industry analysts and industry experts, the investment justification report made by the investment team, and the risk and countermeasure reports made by the four departments of personnel, finance, auditing and legal affairs. These four reports are the basis for Fosun's investment decisions.This is a direct reflection of the group's functions in investment, and the group has further influence on the operation and management of subsidiaries and joint venture companies. What impresses the outside world is that the major businesses that Fosun has entered so far, as well as the major companies in which it holds shares or joint ventures, have achieved significant growth in both sales revenue and net profit in recent years. Nangang, according to the information provided by Fosun, when Fosun Group offered to acquire Nangang shares in 2003, nearly 14,000 people in Nangang produced 2.8 million tons of steel, with an annual profit of less than 300 million yuan, ranking 20 in the national steel industry. multiple.After four years, the production capacity of Nanjing Iron and Steel has reached 6.5 million tons of steel, which is more than double that of four years ago. Among them, the main products: medium and thick plates rank third in the country, pipeline steel ranks fourth, and shipbuilding Board ranked No. 6.During the four years of restructuring, Nangang has paid a total of 4.5 billion yuan in taxes, which is 8% more than the sum of the previous 45 years since the establishment of the factory; the cumulative profit has been 4.8 billion yuan, an increase of 116% over the previous 45 years. For Yuyuan Mall, Fosun has achieved a compound annual growth rate of sales revenue of 16.1% and a compound annual growth rate of net profit of 37.4% over the past five years. For Zhaojin Mining and Fosun Investment, in the past three years, the compound annual growth rate of sales revenue has reached 29.4%, and the compound annual growth rate of net profit has reached 49.5%. For Sinopharm, in the four years after the investment, the compound annual growth rate of sales revenue reached 43%, 60% of which was organic growth, and the compound annual growth rate of net profit reached 39%. These figures gave Guo Guangchang enough confidence to refute the prejudice of the outside world, "Some people can see that we know financial skills and the capital market very well. In fact, if we leave Fosun, we will work hard to cultivate these industries and create profits. , working hard to improve our management step by step, will the capital market recognize you? Impossible." So, how did Fosun "hard work" approach?If, as Liang Xinjun said, Fosun only sent two or three directors to these companies, how could Fosun infiltrate the vitality, mechanism and culture of so-called private enterprises into these huge state-owned enterprises in such a short period of time, thus liberating their production capacity? energy? According to the specific conditions of different types of enterprises, designing an incentive system for operators to participate in value sharing is the first step for Fosun.After Fosun entered, more than 600 employees of Nanjing Iron and Steel Co., Ltd., large and small, became shareholders of Nangang; The implementation of operator shareholding was also hindered by the opposition of forces within the system, so Fosun avoided the existing stock and first made incremental incentives, such as implementing the new system in Yuyuan's remote expansion company, and gradually entrusting some of the original assets to the past...总之，“创造价值者分享价值”是复星坚定要打入老企业体内的文化与制度。 因为只有这样，才能从根本上保证复星接下来能够将“系统对标”等一系列持续改进工作推行到参控股企业里。 “系统对标”是复星从旗下企业建龙钢铁那里学到的一个管理方法，被复星普遍推行到各个子公司。比如，将钢铁企业的工作流程从采购原料开始到制造到卖给客户完成售后服务这一套环节分成45个指标，在每个指标上，管理者都找出该环节指标的全国前五名，随季度动态刷新，然后通过各种办法去缩小和前五名的差距，改善的结果和该岗位工作人员的激励挂钩。比如，南钢瞄准宝钢和武钢进行成本控制，按照他们的工艺标准，定期召开“对标挖潜”专题会议，对公司的各个部门下达降低成本的目标。全公司2006年上半年降低能耗成本每吨达到26元人民币，实现节能效益超过5000万元人民币。 据梁信军说，复星在对投资企业的持续改进方面还有一个创举，就是在每次投资结束后的一年，审计团队加投资团队对所投企业进行投资权益审计。这个审计不是单审资产的真实性、各方面的销售业绩，而是把它当成一个待投资的陌生企业，看看它值多少钱。“这样重新评估一遍后，你可能很快就会发现其实复星的投资权益减少了。当一个项目经过我们的持续改良，竞争能力还不能得以提升，投资预期的计划完全没有达标，并且也没有变革的有效措施出来，我们就会考虑要不要及时处理。”梁信军说，“你不能等到企业亏损了再把它卖掉，应该在它还有残余价值的时候把它处理掉。”这个“投资预期”不单单是指财务上的。据说，复星医药曾投过一个做感冒药的厂，这个厂一年给复星能带来20-30%的回报，可谓小而美，但复星作了投资权益审计后，认为除了在财务上有所收益外，这家企业没有达到复星所预期的行业地位，两年后就把它卖掉了。 由此可见，复星集团对子公司的要求与考核不尽相同。比如复星医药，梁信军说，“作为集团大股东来说并不需要它每年表现出多少的现金回报。最重要一是研发，要'恶狠狠'地做！虽然这在短期之内是削减股东利润的。第二，我们鼓励复星医药在医药工业低潮的时候并购，只是方向要明确。这时，如果集团对他的考核也沿用利润考核的方式，就南辕北辙了。” 和那些近来由于主业顶到天花板、急着为手中现金寻找出路而跃跃欲试多元化的中国企业不同，复星15年来确实是在不间歇的多元化、投资收购、融资出售中一路过来。这15年中，无数企业走过了多元化尝试然后又回归主业、收缩重组的轮回，更有德隆这样的庞然大物的轰然倒地。复星是少有的可以理直气壮地将相关产业多元化作为鲜明概念来卖给资本市场的内地企业，也是少有的能将自己的“多元化基因与文化”条分缕析出“一二三四”的企业。 梁信军的归纳提炼能力再一次表现十足，他总结复星的“多元化基因”：“第一，文化的包容性。你是投资人，意味着在某一个产业里要有专业化的代理人与管理者，这个角色要分清。你能授权吗？你愿意跟他分享发展价值吗？管理团队的利益跟集团长期利益是一致的才能加强控制，这是核心。” “第二，管控架构。复星管控的要害是重大投资项目一定要审核，通过'系统对标'持续抓优化管理。” “第三是多渠道融资的体系建设，你不能一门心思盯着银行贷款。” “第四是风险控制的机制。你所能承受的最坏结果是什么？相应集团和企业会采取什么措施？” “这几条你不去建设，完全从盈利角度出发去做多元化，风险会很大。” 但是复星需要更多的时间证明自己。目前它旗下的业务中，仅有医药和房地产业务有十多年稳定成长的业绩表现，其他两个主业：钢铁与零售，复星进入不过几年时间，现在只能算站稳脚跟、民营企业控制成本的能力与市场化激励机制初彰成效，而后续的产业内收购及整合能力还有待观察。更别说复星其他规模尚小的战略投资。 上世纪五六十年代的美国，以Litton、Textron为首的多元控股企业集团在十年的时间里曾风光不已，后来却因产业环境、管制政策的变化，更重要的它们在后期无法将持续的收购合并转化为可见的利润，而顿时萎靡。 “美国的GE、日本的三菱、韩国的三星，这些企业在整个经济体快速发展的时候，成长是非常迅速和健康的。就像一个小伙子，你不能因为他22岁的时候生了一场病就说他前面20年的成长都是不健康的！”郭广昌特意强调，中国这个经济体不同于韩国和日本，成长的时间和市场容量更大，复星这样的综合类企业因而可以获得更长的高速成长期。 不过郭梁二人皆承认，随着经济体逐渐成熟，复星必然会不断地调整自己的战略与结构。“但有个时机问题。” 在多元化投资控股大家的面前，复星毕竟还是一个学生。郭广昌曾在内部如此比较几个世界成功的多元化公司不同的特点，“GE从事资金密集型、创新周期长的产业，强调文化、管理、人才、技术、资源、品牌的高度统一；巴菲特也可以说是多元产业发展的一种模式，他讲究在价值发现的基础上，参股且长期持有，奉行多品牌、多元产业投资组合，他不会很深入地介入企业的管理之中，更不会替换原来的管理团队；再有就是李嘉诚先生的模式，控股然而奉行多品牌策略，投资于一定程度上起伏周期互补的高技术和传统产业组合，保持低负债率，保持有节奏的发展。” “复星要取他们所长，形成自己的特点。我们要学习GE的前三名战略，学习他让大象跳舞的管理哲学，我们也要学习巴菲特价值发现、组合投资的精髓，更要学习李嘉诚先生既有自己操控也有战略投资的产业进退、组合之道，以及保持低负债率迎接发展机遇、保持有节奏而非高密度投资的发展策略。” 1992年，当郭广昌和梁信军从复旦大学团委里辞职下海创立广信科技时，他们只是简单地受四通、方正等一批先崛起的中国高科技企业的激励，觉得四通们在某种程度上代表了中国大学生、知识分子的中国梦。梁信军说，“四通当时上亿的利润规模，在我们看来就是天文数字。我们那时候工资130多块，我跟广昌算过，想攒100万块钱，不吃不喝得干80多年，何况上亿呢！那是难以想像的财富。”对这几个刚毕业没多久的大学生来说，商业让他们可以将自己的想法迅速地付诸实施，并且自我承担好或坏的后果，“这种生活很有味道”。 这几个一无资金二无资源的创业者，惟一所能做的就是抓住市场和时代空气中扑面而来的一次次机会。从产业的切入来说，郭广昌认为，复星从一开始进入房地产到后来做医药、直至进入重工，都是伴随着国家与社会对民营企业准入权和宽容度的提高，复星抓住了这十五年中国产业升级的机会；另一方面，自1998年将复星医药上市，复星也较早地意识并利用了中国资本市场开放的机遇。 路径不是被教科书规定好的。郭广昌所带领的这个团队的特点与兴趣、他们的起点，使他们注定偏好走一条资源整合而不是从头做起、内生发展的道路。梁信军回忆，复星早年的多元化是无意识的，因为做的每块业务都发展不错，没有多想，到1999年才开始梳理出多产业运营、专业化管理的框架，而直到最近，复星又再度提炼自己的多元化蓝图，那就是扎根中国、投资和把握中国高成长的行业机会并且提升被投资企业的价值。 这就是复星迄今为止的进化简史。再往下，复星这个多元化动物还会产生什么样的蜕变呢？和君咨询的阳春说，复星越来越像PE了。 复星不否认今后会运作一些基金管理业务，梁信军明确表示上市后的复星要加大投入的一个重要方向：就是战略投资和中小银行等金融服务业，但是他认为整个复星集团作为一个大投资人和PE还是有明显的差别，最根本的就是在产业投资领域，复星将会长期持有企业股权，希望分享长期的产业投资收益，而不是两三年就退出、落袋为安。 显然，复星希望出现在市场上的自己是一个理解中国、扎根区域与社区、能持久改善企业价值和对社区有所承诺的形象，而不是一个做一把就走的、外来的财务投资人。 它甚至希望自己的形象能更好。梁信军作为复星上市后品牌重塑、投资者关系的第一推动者与负责人，正在仔细琢磨中国政府、社会、舆论界喜欢什么样的企业。他总结出受欢迎企业的四类特征：透明度高，阳光青春；能认同大众心中的社会责任感；在海外能够代表中国人形象、有国际竞争力；不唯财富是图，能分享发展成果。他说，不要老抱怨社会的仇富心理，中国民营企业确实面临着转型课题。 而在郭广昌脑子里，现在最重要的课题有两个，一是补充复星团队力量，尤其找最好的产业领导者进入复星团队。长期以来，复星集团只有一个副总裁，就是梁信军，上市前，梁变身为总裁。这意味着，“复星的董事会将会空出几个名额，增设一些副总职位。”郭广昌说。 其次，郭广昌突然透露说，“我们想跟更多的民营企业合作，我觉得把我们的资源跟最具有成长力量的民营企业绑在一起是最安全、最具有成长性的。这点是我最近思考的非常重要的结果。” 过往15年来，复星扩张的历史，是与收购、合资国有企业紧密相联的。他们非常懂得怎么和地方政府、地方企业家谈判、沟通，满足各方需求，非常懂得以市场机制激活国有企业的生产力与资源，更非常懂得将企业和资本市场对接。但为何郭广昌声称今后要“更多地和民营企业站在一起”？他是看到了什么“新大陆”了吗？ 瑞银的蔡洪平对以郭广昌、梁信军为首的复星高层团队最大的感受是，“他们绝不放弃任何机会。” “我一直在说，管理无定式。你一定要根据已有的资源，已有的能力面对你的环境，找到一个最佳的、达到你目的的途径。这就是你的定式。”郭广昌，这个灵活而有强硬的自我主张的浙江商人说道。 “我觉得，没有一条路一定是对的，或者，没有一条路一定是错的。”他好像又一次玩味起了哲学。