Analysis of the Ownership Dispute between Vanke and Baoneng Acquisition and Anti-acquisition

Abstract

The planned acquisition of Vanke by Baoneng Group, which started in 2015, is the most typical acquisition and reverse takeover case of listed companies in the contemporary Chinese capital market. In view of the market supervision loophole in Baoneng Group's insurance capital listing, as well as the respective problems of the acquirer and the acquirer, this paper will carry out research to analyze and evaluate the case in detail. To be specific, the reasons for Baoneng's intended acquisition, the strategies adopted for the cases as well as the countermeasures of Vanke will be analyzed. Besides, the capital source and mode characteristics of Baoneng system will be explored, whose volume is significantly different from Vanke's, so as to draw inspiration from this case. According to the analysis, the hidden danger of Baoneng is that the investment is too aggressive, and the financing means are too risky. Moreover, Vanke's problems are a fragmented shareholding structure and loopholes in its articles of association. These results shed light on guiding further exploration of corporate governance structure and future domestic capital market development.