Chapter 35 Figures in Corporate History: The Godfather of Junan

The first time Zhang Guoqing became a national news figure was his battle with Vanke Wang Shi. At 10:30 am on March 30, 1994, Zhang Guoqing, the general manager of Junan Securities, the largest securities company in Shenzhen, came to Wang Shi's office. He only sat for 5 minutes and left.Wang Shi was told that Junan had already contacted some of Vanke's shareholders, preparing to raise a vote of no confidence in Vanke's business strategy, and suggested reorganizing the board of directors. A press conference would be held in two and a half hours. Junan, which was founded only two years ago, is an "unfathomable" securities company with strong government background resources.Last year, it underwrote Vanke's B shares at a cost of 12 yuan per share, but the sales were poor. The listing price of the stock was only 9 yuan per share, and it held 10 million shares in its hands.According to Wang Shi's speculation, Zhang Guoqing's attack on Vanke this time was to hype the news of the reorganization, boost the stock price, and then take the opportunity to ship goods to reduce losses.

This is the first direct confrontation between shareholders and the board of directors in the history of Chinese companies, so it is called the "Junan Incident".Wang Shi, who was forced into a corner, was no ordinary person. He immediately used all his relationships and means to stabilize some of the shareholders who participated in the initiative, and then made an urgent appeal to the Shenzhen Stock Exchange, asking for a suspension of trading on the grounds of "preventing artificial manipulation of stock price fluctuations" Vanke.In the next few days, Zhang Guoqing and Wang Shi used their own tricks and fought in the air. The media was boiling for a while, but the stock was suspended for a full 4 days.Wang Shi also found out that the top executives of Junan had secretly built a "mouse warehouse" and bought a total of 20 million yuan of Vanke stock in order to make arbitrage profits through speculation. This finding questioned the legitimacy of Junan's attack.In the end, the Beijing Securities Regulatory Commission sided with Wang Shi. Seeing that the situation was over, Zhang Guoqing, who was trying to profit from the raids, had to promise to the representative of the Securities Regulatory Commission who went south: "Since you are the ones who have spoken, I will eat a plate of stinky shit. Swallow it down."

Since the "Jun'an incident", Zhang Guoqing has never got involved in Vanke again. In 1998, Junan attracted attention due to the shareholding reform. Wang Shi occasionally learned that someone might want to report Zhang Guoqing. Perhaps out of sympathy, he hinted to Zhang Guoqing to be careful through channels. Zhang replied that it was impossible. One month later, when Wang Shi went to work, there was a flower basket at the door of the office. The secretary said that it was sent by "Mr. Zhang".Wang Shi blurted out, "As expected, Zhang Guoqing is going to have an accident."

Zhang Guoqing's accident was because he tried to privatize Junan through MBO (Management by Objectives) - buyback of management shares.He is the first entrepreneur to try MBO in China. Zhang Guoqing, a Hubei native born in 1956, has an imposing appearance and behaves like a soldier.After he was demobilized from the army, he entered the banking system. In August 1992, he was the deputy director of the securities management department of the Shenzhen People's Bank of China and went to sea to establish Junan Securities, serving as the chairman and general manager.Because of his experience in the army, Junan's mysterious background has always caused various speculations in the market.At the beginning of its establishment, Junan Securities was invested by 5 state-owned enterprises including military enterprises, with a registered capital of 50 million yuan.After the founding of Junan, the Chinese stock market was booming, and Zhang Guoqing rose rapidly by relying on his mysterious background and strong skills.Wang Shi revealed a detail in his autobiography "Road and Dream": Junan once helped a shareholder of Vanke sell part of its legal person shares. The sale of legal person shares was expressly prohibited at the time and must be approved by the highest securities management agency before it can be "executed exceptionally". ", Zhang Guoqing was able to handle it. It can be seen that his eyes are open to the sky, so he charged 50% of the handling fee. This 110 million yuan equity transaction, Junan made a profit of 55 million yuan.The glorious period of Junan was the eve of the promulgation of the "Securities Law". Securities firms could manipulate stock prices at will, and play the rules of the game in the palm of their hands.In the Shenzhen stock market, Zhang Guoqing dominates alone, and he seems to be the most powerful predator in southern China. From 1993 to 1998, Junan undertook A-share and B-share listing and allotment business for more than 100 companies, raising a total of nearly 30 billion RMB.Junan has more than 60 securities business departments in China. Its trading volume has always ranked first and second on the Shenzhen Stock Exchange, and it is also among the top six on the Shanghai Stock Exchange. Its treasury bond trading volume also ranks among the top ten in the country.By the end of 1997, Junan's total assets had reached 17.5 billion yuan, with a profit of 710 million yuan, ranking first in the country.At this time, Jun'an was in full swing, and the industry even called this period of China's stock market the "Jun'an era". Zhang Guoqing, Guan Jinsheng of Wanguo, and Kan Zhidong of Shenyin were also called the "three godfathers" of the stock market.

At the peak of his career, Zhang Guoqing began to consider the equity reform of Junan.He envisages using the internationally accepted MBO method to complete the transformation of Junan's equity, that is, the management layer obtains the company's shares in the form of repurchase, and finally realizes the control over the enterprise.At this time, Zhang Guoqing is not only the general manager of the company, but also the chairman of the board of directors. He has the dual roles of manager and capital representative, so he naturally has the convenience of formulating rules and putting his hands on each other.However, at this time, Junan had grown rapidly, and the funds required by the management for the repurchase were not a small amount.As a result, Zhang Guoqing and other Junan executives showed dazzling "financial skills". By 1997, Junan increased its capital and shares to 700 million.After ingenious arrangements, Junan ESOP will become the actual controlling shareholder of Junan Securities, with a shareholding ratio of 77%. The two major shareholders of the company are "Xin Changying" and "Taidong", two investment companies controlled by Zhang Guoqing's team.The "Godfather of Jun'an" transformed China's largest securities company into a securities company with a majority of private shares in one and a half years. The state-owned company still owns shares in Junan and receives dividends, but its rights has been greatly diluted.

Zhang Guoqing's bold move quickly caused a sensation in the securities industry. Almost all securities companies are eager to make a move and try to follow suit. For every operator, if Zhang Guoqing's MBO path is recognized as legal, then their Anyone can blow the whistle and take the company for themselves overnight.And if Zhang Guoqing's plan is only unique to Junan, then he will undoubtedly become the target of "excessive benefits".In that era, all "karma" was the result of the distribution of interests, and had nothing to do with right and wrong. According to public information, Zhang Guoqing's fall was due to internal strife in Jun'an. At that time, a deputy general manager in charge of finance was dissatisfied with his loss of power within the company, so he reported the MBO plan and all the company's accounts to the discipline inspection and supervision department.Disaster ensues.Soon, securities regulatory authorities and audit institutions sent working groups to Junan. In July 1998, the audit results found that the total amount of Zhang Guoqing and others' "off-book illegal operations to conceal and transfer income" was about 1.23 billion yuan, and Zhang successively used 520 million yuan to obtain about 77% of Junan's equity.Relevant departments determined that Zhang Guoqing was suspected of "embezzling state-owned assets and transferring state-owned assets to private names in disguise." In September 1998, he was sentenced to four years in prison for "false capital injection" and "illegal foreign exchange evasion". In August 2005, some media said in a comment with complex meaning, "If Zhang Guoqing's MBO was two or three years late, he might not only not have such an end, but it would be unknown if he would become a hero who is sung. Just ask, from The MBO craze that started at the beginning of this century transformed many state-owned enterprise managers overnight into billionaires and enjoyed great honors.”

Just one year before Zhang Guoqing was sentenced, Guan Jinsheng of Wanguo was sentenced to 17 years in prison for the "327 national debt incident", and Kan Zhidong of Shenyin was dismissed for "manipulating Lujiazui stock price" and sentenced to a 5-year market ban.None of the three godfathers of the Chinese stock market in the 1990s was spared.After Zhang Guoqing was detained, Junan Securities was arranged to merge with Guotai, a securities company in Shanghai, to form Guotai Junan. After the merger, its registered capital reached 3.73 billion yuan and its total assets were 30 billion yuan, making it the largest securities company in China at that time.

In 2002, Zhang Guoqing reappeared after he was released from prison.Hualin Securities, formed by the old department of Junan, is listed and operated. It is said that its "human brain and computer come from Junan", so it is called "Little Junan". Zhang Guoqing is planning to establish Shenzhen Jiuyi Investment Co., Ltd. The identity of the major shareholder operates behind the scenes.However, the "Little Jun'an" at this time has neither "mysterious background" nor good fortune, so how can Zhang Guoqing want to repeat the old arrogance.In the next few years, Zhang Guoqing had capital operations in many stocks such as "Hawley Holdings" and "Nantian Information", but he won half and half. mundane.