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全球最大房产巨毗万科何去何从

2016年07月15日 06:07我有话说(676人参与) 来源:英中时报

过去几月中国最热闹的无疑是万科股权之争。万科是全球最大的房地产公司,截止2015年底,其总资产是5707.9亿,净资产是889.4亿,市值超过2700亿。而要攫取其股权的宝能也是一家以房地产为主业的集团公司,其总资产524亿,净资产217亿。2015年万科销售额2614亿元,净利润181亿元。而宝能地产在2015年的营业收入为14.55亿元,其净利润为4.93亿元。

但就是后者在上演收购前者的好戏。去年1月宝能系旗下前海人寿开始买入万科股份,到当年12月11日宝能系共持股22.45%,为第一大股东。12月18日,万科股票被迫申请停牌。也许在一个正常的市场环境下如此悬殊的以小吞大是不可想象的,但这是在中国,并且还号称最纯粹的市场行为。的确宝能的成功离不开市场赋予的客观际遇。万科股权高度分散,第一股东华润也只占百分之十几,同时去年正值股市低迷,作为绩优股的万科股值被严重低估,能在二级市场13块/股左右低位吃进万科15%的股份,这成了宝能赢得这场战役的关键。

但即使这样宝能前后也投入近440亿元,超过自己净资产两倍多,它哪来的这么多钱?公开报道统计显示:它主要是通过自己旗下两家严重负债的金融资产公司所融的资。它在全国调动了包括1家保险公司6家银行9家券商5家基金在内的21家金融机构,形成了以保险打头阵、券商尾随, 银行做主力、基金成通道的现代立体金融战。同时传言背后还有中国最富有也是最神秘的浙商和潮汕富商两大板块的巨额资金。国有民间、地上地下,齐盯着万科这块肥肉。

万科对此显然准备不足。他们先是不屑,后再求助大股东华润遭拒,被迫停盘试图以毒丸计划拖垮以高杠杆手段求财的宝能,可还是无效,最后慌不择路于2016年6月17日万科董事会通过争议表决,增发股份引入深圳地铁重组预案,重组后的万科深地铁一跃为最大股东,原来一二大股东宝能、华润分别退居二三位。没想到此次配股遭到了原先一直缄默的大股东华润的坚决反对,6月26日,宝能系提议召开临时股东大会,罢免包括王石、郁亮等在内的董事、监事。两大股东联合反对,意味着万科引入深铁的重组计划化为泡影。

为什么华润可以容忍“野蛮人”宝能,但绝不能让深圳地铁进来,是因为宝能的介入会让华润能真正执万科之牛耳,准确的说,宝能主要图的是财,华润此次谋求的,是能控股和控制万科,使万科名副其实地变为华润旗下的控股企业,在上任老总宋林被双规后,新任老总傅育宁急切想弄点政绩,这无疑是千载难逢之好机会。

我们再来说万科。上世纪80年代初王石将其由全民所有制企业改制成为有限责任制公司,同时成功引入央企华润作第一大股东,但华润不干预万科经营,这样形成了经理人控制公司局面,后又依靠其红色背景成为第一批深圳上市企业。华润的加入使得万科在与各地政府打交道时融资时信用的增加、通过审批等大为便利。在经营上它创造性地推出了后来为各地房企争相效仿的事业合伙人计划,从90年上市以来连续24年每年分红,实现年化百分之三十以上的复合增长率。是中国公认的运行最好最透明最具现代企业典范的房地产企业。

万科的困境实际上也凸显了目前中国社会尤其是经济领域的整体困境。一方面一个企业要想发展根本离不开政府或具有政府背景的央企的背后托腰,这表明整个经济领域仍未真正步入以产权的自主和流动的自由为核心的现代市场经济阶段,同时当企业历经艰辛发展起来后,又遭受具有浓厚后现代色彩的资本裹挟强权的野蛮侵袭,而缺乏必要的法律监管与约束。像这次对于宝能买入万科股票,业内普遍认为这种市场行为本身是中性的,但是购股资金背后的合法合规性、杠杆风险等问题,却给现行金融监管带来了新的挑战。

诚如万科独立董事华生所言,如果只要借助在金融领域的垄断牌照,就可以高杠杆高付息动用巨额资金来收购万科这样首屈一指的行业龙头企业------(这种)被有些人颂扬为顶级高明的资本运作,对于社会来说,却实在是劣币驱逐良币。

(作者:刘工昌)
标签:万科,房地产公司,股权
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