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360 Regression Note: delisting from the United States back to China

via:博客园     time:2017/11/12 10:01:31     readed:615

Feng Qingyan Yan Yuanyuan

At around 15:00 on November 6, Zhou Hongyi appeared in the trading floor on the fifth floor of the Shanghai Stock Exchange, followed by an hour and 30 minutes of "Jiangnan Jiajie major asset restructuring media briefings", Zhou Hongyi addition to the red, no Box glasses show people outside, did not show his previous "red cannon" speech style, this is a rare "Old Week" serious, cautious media briefings.


One month and two days before that, Zhou Hongyi was born on the 47th birthday of Zhou Hongyi. Zhou Hongyi, born in Hunchun County, Huanggang City, Hubei Province, is the founder, chairman and CEO of 360 Company, the odd CEO and a well-known angel investor. "A lot of the inside story as thrilling as the Hollywood blockbuster, more details are not known," Zhou Hongyi recently recalled the NYSE listing in 2011 that four months said. However, for the past two and a half years since the NYSE privatization delisted to return to the A-share restructuring and listing, what Zhou Hongyi thinks so far is "managing your mouth like to blast". 360 companies through Jiangnan Jia Jie asset restructuring into the market, just released the draft report, is waiting for the China Securities Regulatory Commission, the merger and reorganization audit committee reviewed and approved by the China Securities Regulatory Commission a crucial moment.

Suspense landing

Early on November 3, an elevator listed company with a total assets of only 281 million yuan by the end of 2016, Jiangnan Jiajie released a major asset restructuring report shocked the entire capital circle, because another major asset restructuring is Zhou Hongyi 360 companies. Almost at the same time, Zhou Hongyi made a friend circle late at night saying: "The team is still struggling in the middle of the night. Thank you all for persisting, strong and tough over the past few years." "miracle" these two words, was 360 Group Vice President Li Wang used to describe the privatization of 360 and back to the A-share market is not easy.

Some signs show that "a major asset restructuring media description will" deliberately low-key, the Shanghai Securities Building door no instructions will be signs, take the escalator on the second floor found a registry, there is only one person sitting, there is no Any conspicuous mark, inquires before it will inform the registration desk.

Before 15:00 on November 6, the semi-circular staircase can accommodate hundreds of thousands of trading floor, usually not open to the public, that only in the middle of the staircase without a place to form a square conference table, was significantly open. I do not know who muttered, I saw a dozen people hula, Zhou Hongyi just seated surrounded, take off the dark jacket weeks still red POLO shirt, rimless glasses show people , Which sat next to him Jiangnan Jiajie Jin Zhifeng dark suit, black-rimmed glasses contrast.

Zhou Hongyi explained the development of the company in detail at the meeting and the layout of the company after returning to A-share. The content of the speech was almost identical to the speech of the meeting on the table.

In July last year, NYSE officially delisted with a market value of 9.3 billion U.S. dollars and became the largest privatization transaction among Chinese companies listed in the United States as of that date. Subsequently, the whereabouts of the 360 ​​company has always been a big suspense in the capital market.

Jiangnan Jiajie report shows that it intends to exchange assets and the issue of shares by 50.616 billion yuan to acquire 100% stake in 360 companies, after the transaction the controller was changed to Zhou Hongyi.

360 return to the A-share market is clearly a capital feast, but 380 billion yuan valuation is only forecast, but also with 360 financial data assessment, Southwest Securities analyst Zhang Gang told reporters. 360 companies emphasize, do not over-interpret company valuation. "The reason why we choose to reorganize is also the strategic choice made by our company based on various aspects considering the development of the capital market and the wishes of many of our shareholders. Zhou Hongyi replied.

However, compared with 2011 six years ago, specifically bought a brand-name suit in the company listed on the New York Stock Exchange Zhou Hongyi, when the net worth of 730 million US dollars, the company's market value of about 39.78 billion US dollars; last year's success from New Zealand When the stock exchange delisted, the company was successfully privatized at a market capitalization of about 9.4 billion U.S. dollars.

The biggest "negative weng"

Zhou Hongyi long ago decided to return to thinking about a problem, in what way the best return. Zhou Hongyi said there have been many different voices inside. Once, we hope only part of the security business split back, but also to find many agencies to talk. But in the end we found that almost 360 business and security are closely related to this division is really hard to do. "The return of 360, the need is the overall withdrawal. "Zhou Hongyi said.

After the privatization of 360 to solve the "Internet security company listed in the United States," the embarrassment of identity, a purely private enterprises. However, while the cost of privatization is huge, Zhou Hongyi not only sought the consortium's investment, but also applied for huge loans to banks to mortgage the company's building in Jiuxianqiao Road, Chaoyang, Beijing. "Qihoo Technology Co., Ltd. Beijing a series of" 360 " ; Trademarks, etc., the old Zhou said he is China's largest "negative weng".

The research report released by Zero2IPO Research Center on the Investment Opportunities in 2016 Stocks shows that the return of China Stocks from overseas generally goes through three processes of privatization, dismantling the VIE structure and being listed on the domestic market or listing on the new third board or backdoor listing. The path is divided into independent listing and backdoor listing, return to the market there are A shares and the new board to choose from.

But the process is again set off by external factors. In December 2015, 360 entered into a privatization agreement with investor groups. In January of this year, A shares "stock market crash" hit share prices in overseas stocks, which plunged one after another. The 360 ​​stock price was no exception. 360 was selected Of the investment bank responsible for the privatization project exit, then by Huatai joint responsibility. This allows 360 stock prices fell serious case, to a certain extent, privatized to return to the A-share listing time.

March 30 last year, 360 privatization program was approved by the extraordinary general meeting of shareholders, in April, the project was approved by the National Development and Reform Commission and entered the publicity phase.

However, a wave of ups and downs followed another one. Then, the CSRC started to tighten the policy on major assets reorganization of listed companies. On June 17 last year, the CSRC made public comments on the Measures for the Administration of Major Asset Restructuring of Listed Companies (Draft for Comment) In September of that year, the "Decision on Amending the Measures for the Administration of Significant Assets Reorganizations of Listed Companies" was released, saying that "the fence" would be tightened to cool the system and standards.

In March of this year, Tianjin Securities Regulatory Bureau disclosed the announcement of listing counseling of 360 Technology Co., Ltd. Announcement shows that Zhou Hongyi's 360 has been March 23 and Huatai Securities signed an IPO and listing counseling agreement. 360 seems to choose to go IPO channel, but three months later in June, now with the assets of 360 listed companies restructuring Jiangnan Jia Jie protagonist suspended.

As of August 31, Tianjin Securities Regulatory Bureau updated "Tianjin area intends to initial public offering of corporate counseling table", 360 is still in the "counseling process", the sponsor for Huatai Securities, accounting firms for Deloitte, the law firm for the business law firm.

Just ten days later, on September 12, Zhou Hongyi, who had not been interviewed for a long time after the fifth China Internet Security Conference (ISC2017) ended its summit in the field of network security, held a press conference and responded Said the listing of 360 will be strictly in accordance with laws and regulations normal progress, the news will tell you, do not believe the market rumors, and some stock code with 3 with 6 stocks, stock prices fell, it said that 360 to borrow backslide & rdquo; . Zhou Hongyi's old partner, 360 Enterprise Security Group Chairman Qi Xiangdong said the 360 ​​Enterprise Security Group so far has no listing plan, to fight for several years and then consider the listing.

It is understood that the company is a subsidiary of 360 Group was established in May 2015, a month after that, Zhou Hongyi issued an internal letter decided to privatize, at that time the company made adjustments to the enterprise structure, security, mobile phones and other services were divided Demolition, which also corroborated Zhou Hongyi in the privatization of the company intends to spin-off listing speech. After the business and security are closely related and give up.

However, the plot reversed again, on the early morning of November 3, a report from Jiangnan Jiajie revealed that 360 ultimately chose to reorganize its listing.

A veteran investment bank analysts, A shares of IPO line, 360 listing may need one to two years, but the huge cost of privatization funds and the Internet field opportunities fleeting characteristics of doomed reorganization of the market will be its most favorable s Choice. Perhaps, 360 IPO guidance from the outset is only "alternative answer".

The media briefing the next day, that is, November 7, Jiangnan Jiajie resumption of trading on the first day of the daily limit, closing, opened at 9.67 yuan, up 10.01%, buying shows super 12 million hands pay, closing 40 hands.

Zhou Hongyi gamble

Zhou Hongyi once described the state of mind at the time of privatization. "It's like on the battlefield, you have only one bullet in your gun barrel and you need a blow." It's like another gamble in my career that is uncertain. "So he decided that once privatization started, it would have to be done before it could be tough.

The decision to privatize 360 ​​was disclosed in an internal letter from Zhou Hongyi in June 2015, which was exactly the next wave of regressions after the resurgence of the 2011-2013 ordinary stocks. Unlike the previous wave, which was mainly In the case of overseas agencies suffered short and fraud scandal and other factors, this year is the A-share market, Internet companies sought after moment of high valuation, the external criticism of the 360 ​​return is for short-term arbitrage, Zhou Hongyi responded that this is a strategic consideration .

Zhou Hongyi said: We need to persuade investors and borrowers to borrow and borrow money. To obtain the approval of many government agencies, we must pass the test of foreign exchange administration. This series of toss will never be easier than the listing, and in the rapidly developing Internet age, several companies can withstand the pressure of short-term cash flow? Why linger? Why choose to come back? This is a lot of people are curious issues. "Zhou Hongyi said.

After the "Prism Door" incident in 2014, the government of all countries, including China, was deeply aware of the importance of "cyber security." As a result, there was a chat with Zhou Hongyi, the head of a national regulatory authority. The leader expressed great concern and expectation of the state on internet security. He hoped that the 360 ​​return will take the corporate responsibility of building the core technology of network security and become the national security safeguard Important force, "This is where I started to think about privatization. "Zhou Hongyi said.

Zhou Hongyi said that the hardest time never thought to quit. From 2011 to 2013, China stocks have suffered a series of overseas fraud scandals and agencies short, 360, also suffered several short positions in the body of citron malicious short and attack. "With regard to the decision to refuse to refuse the market, I and my old partner Qi Xiangdong, CFO Yao Jue had many discussions in the office on many occasions, including several hours of debate, which every time thinking are cost consuming force. "Zhou Hongyi said. "US listed Chinese Internet security company" identity, so that the company suffered embarrassing identity problems, while the acquisition of US security technology encountered many obstacles, the other side is the identity of the security business take root in China's domestic development There are also disadvantages.

Zhou Hongyi found that the special nature of the network security industry determines its role as an identity, whether Chinese or Russian enterprises or the United States, as long as the network security companies bigger, all need to be consistent with national interests. "Come back, we have been as a network of national security team," Zhou Hongyi wearing a red POLO shirt, said last year's 93 parade, G20, "the Belt and Road", the BRICS meeting has just ended Nineteen, all of these major national events in all online security, 360 are led to complete. And in the integration of civilians and civilians, there are many in-depth cooperation between companies and the armed forces in network security protection.

360 also signed for the reorganization of listed "gamble agreement" listed company assets reorganization report shows that all parties also signed a "Performance Commitment and Compensation Agreement", performance promised 360 commitment to the implementation of this major asset restructuring is completed From 2017 to 2019, 360 net profit needs to be no less than 2.2 billion yuan, 2.9 billion yuan and 3.8 billion yuan respectively.

However, Zhou Hongyi said that in the first half of this year, 360 revenue was 5.3 billion yuan and net profit was 1.0 billion yuan, nearly half of the year. In the second half of the year, the income will be higher, so this year it will be completed with confidence and will remain optimistic about the development of the next three years.

Zhou Hongyi believes that the value of a company lies not only in its revenue, but in the fact that a company can ultimately make the country, government and Internet users inseparable. It has value. This value stands, only consider making money, "a lot of ways to earn money in the Internet" Zhou Hongyi said with a smile.

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