Guangdong-Hong Kong-Macao Greater Bay Area is now the gold digger that all kinds of developers dream of. If a real estate enterprise that has not made a large-scale layout in Greater Bay Area before enters the Nuggets, it must first visit the pier of Caesar (0 1638). HK), a local snake.
Like Sunshine City.
2065438+On May 29th, 2009, this Fujian-based real estate enterprise signed a strategic cooperation agreement with Caesars, and the two sides planned to invest 4.5 billion yuan each to set up a joint venture company to promote the cooperation in real estate development in Guangdong-Hong Kong-Macao Greater Bay Area and surrounding areas.
Sunshine City chose Caesar because "Caesar and his related parties have been deeply cultivated in Guangdong-Hong Kong-Macao Greater Bay Area and surrounding areas for many years and have a good reputation and related resources in the local area."
Caesar is a famous "landlord" in Greater Bay Area. At the performance announcement on March 26th, 2009+2065438, it was announced that the old reform reserve project covers an area of about 30 million square meters, 99% of which is located in Greater Bay Area, with a total value of about/kloc-0.8 trillion yuan.
This "landlord" has come and gone, that is, in these four or five years.
20 14 10, Guo Yingcheng, Chairman of Caesar's Board of Directors, was involved in a case and took refuge in Hong Kong. Almost all Caesar's properties were locked up by the local government, and the source of sales money disappeared at once, and then the debt crisis broke out.
Sunac then entered and planned mergers and acquisitions. Unexpectedly, the problem of Caesar's financial report fraud was exposed. At that time, many people left the company, from executives to ordinary employees.
They think that Caesar and Guo Yingcheng have no possibility of resurrection.
Miracle still happened: Sunac failed to merge, and Guo Yingcheng regained control of Caesar. Subsequently, Caesar repaired the relationship with the local government, reached a restructuring agreement with creditors, and found a "scapegoat" for the falsification of financial reports. After more than two years, listed companies resumed trading on the Hong Kong Stock Exchange.
The crisis of 20 14 had a profound impact on Guo Yingcheng, which made him have a strong sense of hardship: the Three Caves of the Coward Rabbit.
Therefore, Guo Yingcheng frequently moves in the capital market, including A-shares, Hong Kong stocks and US stocks, and controls six listed companies. Like Zhang Jun, a fellow countryman friend and financial boss of Fude Holdings, Guo Yingcheng invested in an insurance company, Kunlun Health, through various related transactions, which changed over time and eventually withdrew due to the strict supervision of the former CIRC.
The question is, is Caesar really safe now?
After the release of Guangdong-Hong Kong-Macao Greater Bay Area planning, real estate enterprises in the Pearl River Delta, such as Longguang and Agile, which are headquartered in Guangzhou and Shenzhen, have made banners and claimed to be the leading enterprises in the Bay Area.
However, it will take time for the Bay Area to achieve integration from planning to final realization. At present, the real estate in the Bay Area has the largest volume, the highest housing price and the strongest demand in Guangzhou and Shenzhen, and the biggest land source in Guangzhou and Shenzhen, especially Shenzhen, is the old reform, and those who get the old reform win the world.
No one dares to compete with Caesar for the title of "the king of old reform".
According to the old reform data disclosed in the 20 18 financial report, Caesar's holding area is about 30 million square meters (excluding soil storage), 99% of which is located in Greater Bay Area, corresponding to the old reform project of Greater Bay Area 1 19, of which Shenzhen 8 1 project and Guangzhou 65438.
Guo Yingcheng said that the gross profit margin of old projects in Shenzhen is about 50%, Guangzhou is 40%, and Huizhou, Zhongshan and other cities are about 26%. The average gross profit margin of Caesar's old reform project exceeds 20%.
A person from an investment institution in Hong Kong said that Caesar's estimate of gross profit margin was too optimistic, and the development progress of the old reform project was not so fast and the value was not so high. However, he admits that even if the above data is discounted, Caesar's old reform projects and goods value are still much higher than other Guangzhou-Shenzhen housing enterprises.
Relying on the continuous release of the old reform project, Caesar achieved contract sales of 70.06 billion yuan in 20 18, up 57% year-on-year; Gross profit increased by 25% to11/0 million yuan, and gross profit increased by 1.5% to 29%. Core net profit increased by 304% to 4.7 billion yuan; Cash on hand was 22.9 billion yuan, up 8% year-on-year.
A person close to Caesar said that if real estate enterprises want to gain a foothold in the industry and have the right to speak in financial institutions and financing fields, they must speak by scale. Caesar's goal is to hit the contract sales scale of 654.38+000 billion or even 200 billion yuan.
However, Caesar's debt ratio is still high. By the end of 20 18, its net debt ratio dropped from 300% at the end of 20 17 to 236%.
Guo Yingcheng explained: The development cycle of every old reform project in Caesar is five to six years, which means that the precipitation cycle of old reform funds is too long, and "after investment, it is a debt".
The above investors retorted that many old reconstruction projects did not invest much before the implementation of demolition compensation construction. Even if the demolition compensation is both physical compensation and monetary compensation, it will not occupy too much capital of the enterprise. "Caesar's high debt is still a problem left over from history, mainly because the financial report before 20 14 was suspected of fraud and concealed a large amount of debt, which needs to be digested slowly."
Today, the three major rating agencies Fitch, Moody's and Standard & Poor's all give Caesar a B rating, but the interest rate of its overseas debt is still very high.
2065438+On May 23rd, 2009, Caesar issued $400 million senior notes with interest rate of11.5%; Prior to this, on April 2, Caesar issued $350 million of senior notes with an interest rate of 1 1.25%.
Caesar also opened up the domestic financing market. In April, 475 million yuan and 685 million yuan ABS were issued continuously.
Caesar responded that he would continue to improve the financing structure in the future and repay the old high-interest debt by borrowing new low-interest debt to reduce the net debt ratio and financing cost.
Guo Yingcheng's two brothers are from Puning, Chaoshan. They made a fortune from their old capital in Shenzhen. Caesar was listed in Hong Kong in 2009. The Guo Family Trust Fund is controlled by Dachang, Dafeng and Dazheng, with a shareholding ratio of 665,438+0.35%.
After the listing, Caesar's old business in Shenzhen became bigger and bigger, and it was inevitable that he had a "grey deal" with local officials who had been in charge of real estate affairs for a long time.
20 14 10, officials involved in the case, Guo Yingcheng port of refuge. Caesar's four properties in Shenzhen were immediately locked, sales and collection were interrupted, and debt crisis broke out.
Under the crisis, the Guo brothers transferred the equity of 1 1.2 1% to Sino Life, and the latter's equity rose to 29.96%, becoming Caesar's major shareholder.
As Caesar's other properties were locked up one after another, Guo Yingcheng's life became even more difficult, and creditors at home and abroad came to collect debts.
20 15 1 month, the king of mergers and acquisitions Rong Chuang came.
Sunac promised to buy 49.25% of the shares held by the Guo brothers at a total consideration of HK$ 65,438+0.8 and HK$ 4.55 billion per share, and intends to issue a comprehensive tender offer to the remaining shareholders.
Sunac set a precondition before the equity delivery: Caesar's debt restructuring should satisfy Sunac.
Sunac did not get along with Caesar, Sun Hongbin and Guo Yingcheng from the beginning. Sun Hongbin is a savage hero, and Guo Yingcheng is a Hong Kong businessman, keeping a low profile and being pragmatic.
"Caesar doesn't smoke, and executives and employees basically don't smoke. After Sunac Ma moved in, the two teams took seats in the conference room, headed by Lao Sun, and a group of Sunac Ma took out cigarettes to smoke. Caesar's team is very uncomfortable. " People close to Caesar said that there are many similar corporate culture conflicts.
After looking at various financial data, Sunac found that Caesar had a big financial black hole: its debt was 65 billion yuan, not 29.7 billion yuan announced in the financial report.
This news was later exposed, and Caesar accused Sunac of publishing this news, but Sunac denied it.
On April 20 15 13, Caesar announced that Guo Yingcheng was back in charge of the board of directors. Subsequently, Sunac's three executives stationed in Caesar resigned, and Sun Hongbin left Caesar's headquarters in a rage, and the acquisition ended.
Before the reunification, Guo Yingcheng had already made the layout of self-help.
2065438+At the beginning of April 2005, Shenzhen lifted the lock on Caesar's unsold houses, and the relationship between Caesar and the government began to be repaired. On the 9th, Sino-Life lent Caesar 65.438+37.7 billion yuan, which is only the publicly released data. At this time, Sino-Life invested more than 3 billion yuan in Caesar's shares, and also rescued Caesar in the form of funds, bonds and real estate, totaling about 654.38+02 billion yuan.
From July, 2065438 to July, 2005, Shenzhen approved the reconstruction project of Kaiser Old District in Longgang District, which shows that Guo Yingcheng's personal problems have basically passed.
From the end of 20 15 to the beginning of 20 16, Ping An, CITIC and Cinda, Caesar's main domestic creditors, reached an understanding. CITIC Bank and CITIC Trust donated 30 billion yuan to Caesar, and Ping An Bank donated 50 billion yuan. Cinda deeply intervened in Caesar's old reform projects through debt-to-equity swaps.
People close to Caesar said that the reason why these financial institutions are willing to help Caesar is simple: if Caesar falls, the interests of creditors will be seriously damaged; If Caesar is allowed to continue to develop, with its huge old land reserve, its future profits can be expected.
In the second half of 20 15, the real estate market took the lead in the first-tier markets such as Shenzhen and Beijing, and house prices soared.
"Sometimes we joked that the government locked Caesar's real estate at that time, which just helped it through the recession of the property market. After unlocking, the market recovered and the value of those real estates increased. " A local developer in Shenzhen said.
20 16 1, Caesar reached a debt restructuring agreement with domestic creditors; In March, an agreement was reached with overseas creditors; In February 65438, the scapegoat for financial fraud was found-some "former employees" of Caesar led the financial fraud, which Guo Yingcheng did not know or admit.
2065438+In March 2007, Caesar's shares resumed trading in the stock exchange.
In just two or three years before and after Caesar's resumption of trading, Guo Yingcheng has controlled six listed companies, namely A-share, Hong Kong-share and US-share, and tried to become an insurance company.
Perhaps it was because I got too close to my hometown Zhang Jun (the boss of Life Life) that I learned the operation method of Zhang Jun. Perhaps the crisis of 20 14 was so exciting that Guo Yingcheng had a lingering fear. He decided to build his own capital and industrial map.
Take Guo Yingcheng's acquisition of Mingjia United (now renamed Jiayun Technology, whose main business is software services) as an example. 20 17 In September, Caesar's Su Jia Network acquired 2 1.25% equity from Zhou Jianlin, the former actual controller of Mingjia United, and became the actual controller.
Prior to this, Guo Yingcheng held an implicit shareholding in this listed company through a complicated affiliated company.
At the end of 20 16, Zhou Jianlin reduced his holdings by 29,877,338+0,000 shares through two big transactions. Subsequently, three companies appeared in the list of tradable shareholders: Shenzhen Jiaboshi Innovation and Technology Co., Ltd. (referred to as "Jiaboshi") holds 159 1900 shares, and Shenzhen Huasheng Ruide Technology Development Co., Ltd. (referred to as "Huasheng Ruide") holds 7,545,700 shares; Shenzhen Sheng Da Zhishuo Technology Development Co., Ltd. (hereinafter referred to as "Sheng Da Zhishuo") holds 6,465,438+0.1.7 million shares.
The total shareholding ratio of the three companies is about 4.7%, close to the red line of 5%.
According to industrial and commercial information, the controlling shareholders of Jiaboshi, Huasheng Ruide and Shengda Zhishuo are all Shenzhen Zhenglaida Industry, which is considered by the industry to be a company controlled by Guo Yingcheng's family.
A person from a Hong Kong-funded institution said that the advantage of Guo Yingcheng's lurking through three companies before entering the Ming-Jia Alliance was that it could enter, attack and retreat and defend when there was an equity dispute the next day, which was brilliant.
After controlling Mingjia Alliance, Zhenglaida Industry reappeared when it laid out insurance funds in Guo Yingcheng.
2065438+February 2007, the former CIRC issued an inquiry letter, questioning whether the four major shareholders of Kunlun Health Insurance-Shenzhen Hongchangyu, Shenzhen Zheng Yuanda, Taiteng Materials and Zhenglaida Industry belong to Guo Yingcheng's family.
The four companies replied that they denied it, and the former CIRC inquired twice.
20 17 February, 17, the former CIRC announced that seven shareholder companies, including the above four shareholders, would vacate the equity of Kunlun Health. However, the announcement did not determine whether the above four companies belonged to the Guo Yingcheng family.
A Shenzhen real estate person said that it was normal for real estate enterprises to get involved in the financial sector before the former China Insurance Regulatory Commission and the China Securities Regulatory Commission defined insurance funds as "goblins". At that time, Huaxia Happiness, Taihe and other companies were involved in banking, insurance, funds and other fields. After strict supervision, housing enterprises retreated again.
Guo Yingcheng must be very scared, but there is a reason for this Capital Bureau.
After the crisis of 20 14 years, Guo Yingcheng encountered capital constraints.
People close to Caesar said that for financial institutions such as Cinda, on the one hand, Caesar thanked them for helping them through the crisis, on the other hand, Caesar felt that it was working for them.
Ping An, CITIC and Cinda, as Caesar's largest creditors, are deeply involved in Caesar's old reform project through debt-to-equity swap.
According to the English version of Prism.com, China Ping An and Caesar established Jiaxing Pingjia Investment Co., Ltd. at the beginning of 20 16. The company has six investment partnerships from 1 to 6/,corresponding to some old projects of Caesar. For example, Jiaxing Pingjia 1 Investment Partnership corresponds to a large-scale project of Caesar in Henggang, Shenzhen.
Cinda also cooperated with Caesar to set up some limited partnership funds. For example, according to the industrial and commercial data, Caesar and Cinda Assets jointly established Wuhu Xindong Town Investment Center (Limited Partnership), which correspondingly invested in Shenzhen Jiawangji Real Estate Development Company.
CITIC Bank and CITIC Trust have donated 30 billion yuan to help Caesar solve the debt problem. In exchange, CITIC intervened in the largest old city reconstruction project in Guo Yingcheng, which is located in the Dongjiaotou plot of Shekou, Nanshan District. This treasure land of 6.5438+0.7 million square meters is estimated to be worth nearly 100 billion according to the current market price.
According to sources close to Caesar, this land was allocated by Shenzhen to Shenzhen Shipping Group for storage and wharf in 1980s, and then Dudley Group invested millions of yuan to establish Shenzhen Zhenhua Harbor Enterprise Co., Ltd. (hereinafter referred to as Shenzhen Zhenhua), with Dudley holding 49% and Shenzhen Shipping holding 5 1%.
After 2000, with the start of the real estate market in China, the value of this plot soared. Dudley Company tried to provide a registered capital of 32.55 million yuan to increase its equity from 49% to 80%, and negotiated to acquire the remaining 20% equity, but Shenzhen Airlines did not agree.
On 20 13, Guo Yingcheng entered the company and made efforts to the two major shareholders of Shenzhen Zhenhua. On the one hand, it increased its shareholding in Dali Group, and on the other hand, it acquired the equity of Shenzhen Ganghang Investment Co., Ltd. (later renamed as "Shenzhen Lihong Financial Investment Holdings Co., Ltd."), the major shareholder of Shenzhen Shipping Group, and the equity of Shenzhen Shipping accounted for 70%.
When Caesar was in crisis, Guo Ying became the solution to the capital problem. At the beginning of 20 15, he sold all the shares of Dali Group, and at the same time transferred the shares invested by Hong Kong Airlines to Cai Zhiming, the boss of Hong Kong Rising Sun Group, who is a fellow villager in Chaoshan.
After the crisis, Guo Yingcheng tried to recapture the Dongjiaotou plot from Cai Zhiming. However, the creditor Zhongxin has blocked the way.
According to industrial and commercial data, Caesar directly holds the equity of Li Hong Finance (formerly known as "Hong Kong Airlines Investment") 1%, and 99% of the equity is held by yingtan Jinying Investment Management Co., Ltd. (hereinafter referred to as "Jinying Investment"). The registered capital of Jinying Investment is as high as 6.67 billion yuan, CITIC Trust subscribed for more than 5 billion yuan, and Caesar Group subscribed for more than 654.38+06 billion yuan.
"At present, Dudley, Caesar and the government are negotiating and playing games. Dudley's appeal is to get due benefits from land appreciation. Caesar hopes to acquire the equity from Dudley at a reasonable price, and the government hopes to dig out some plots for the construction of public facilities. In the end, if we can't talk about it, we can only settle things. " People close to Caesar said.
The Dongjiaotou project is just a microcosm of Caesar's old reform project. In Guo Yingcheng's words, "it is very difficult to change the old one under the condition of uncertain policies and social changes."
Of course, this game is nothing compared with the storms that Guo Yingcheng experienced before.
peak value
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Time: June13 ~ June 15 (Shenzhen) June 18-20 (Beijing)
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