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张小珺·商业访谈录

The Bao-Ying Battle in Blossoms Shanghai Was Based on an Illegal Takeover

In 1993, Shenzhen Bao'an used three subsidiaries to each buy 4.5% of Yanzhong Industrial, only disclosing when the combined stake hit 16%, evading the 5% announcement threshold. The CSRC fined them 1 million yuan but still ruled the takeover valid—Yanzhong Industrial was truly bought out.

Shanghai stock marketBlossoms ShanghaiM&A1990sinstitutional history
Liang Jie of Shanghai University of Finance and Economics, with the dual perspective of a local and an economist, compares the show's Bao-Ying battle, Mr. A, and Uncle to real history one by one. The institutional details are harder than the plot.

The argument · tap a timestamp to hear it

11:56

When the exchange reopened, there were only eight stocks

Shanghai closed its stock exchange in 1949 and issued its first stock in 1984, but there was nowhere to trade it. In 1986, a dozen-square-meter storefront on Nanjing Road West and Xikang Road—said to have been a barbershop—was converted into an ICBC trading point, with a blackboard showing the day's prices for just two stocks. The Shanghai Stock Exchange was officially restored in 1990, with only eight stocks. People from all over the country had to come to Shanghai to buy stocks. There was even fierce debate over whether stocks should be paper certificates or electronic—many felt uneasy without a piece of paper in hand.

— Liang Jie
15:07

T+3 was forced by manually counting stock certificates

Initially, settlement was T+3: after selling a stock, you had to wait three days to get your money, because the certificates had to be counted daily—whether a thousand or ten thousand, they had to be counted one by one, and without an accurate count, payment couldn't be made. Later, they found there were too many certificates; forget T+3, even T+13 wouldn't be enough. Working overtime every night, they still couldn't finish counting. The exchange leadership then decided to switch to online, paperless trading. At the time, computers were just emerging, and many were skeptical. Price limits weren't there from the start either; initially they were stricter than now, but later they found the limits too tight and people had no incentive to buy. After 1993, they were temporarily abolished, causing extreme price volatility, and were reinstated after 1996.

— Liang Jie
19:39

Almost all the earliest stock market entrants were washed out

In the show, Bao Zong was born in the French Concession area around Sinan Road and Gaolan Road, a descendant of capitalists, who entered the market to prove himself after his first love Xue Zhi thought he had no future. But in reality, the first wave of people who made money in the stock market from the late 1980s to early 1990s were a mixed bag: not-too-busy traditional Chinese medicine doctors, university teachers who weren't so busy in the early 1990s, well-connected journalists, and vocational school teachers of finance and business. Liang Jie points out that what the TV series cannot fully show is that this group was largely washed out by the late 1990s, going bankrupt, disappearing, or even committing suicide for various reasons. Almost no one could stand firm in the stock market for decades.

— Liang Jie
26:14

Yang Baiwan only kept his money by buying real estate

Yang Baiwan was a representative figure who made a lot of money by trading treasury bonds early on and then entered the stock market. In the 1980s, being a "ten-thousand-yuan household" was already considered well-off; he had a million, which was impressive in the early 1990s. But after ups and downs, he wasn't very successful in the stock market later on. Fortunately, he used his earnings to buy real estate, and when he died in his seventies, he might have had tens of millions. Liang Jie says this is still a happy ending, but he recalls that many friends and colleagues who struggled in the stock market together quickly disappeared from the market in the 1990s or early 2000s for various reasons.

— Liang Jie
30:50

The Bao-Ying battle is based on the Bao-Yan incident

The heavily featured Bao-Ying battle in the show is based on Yanzhong Industrial, one of Shanghai's old eight stocks, which Shenzhen Bao'an Group wanted to acquire. The 1993 Provisional Regulations on the Administration of Stock Issuance and Trading stipulated that acquiring 5% of a target's shares directly or indirectly required a public announcement, and each additional 2% required another announcement with a mandatory interval. But the Bao'an group had three subsidiaries each buy 4.5% and 4.8%, which together far exceeded 5%, and only disclosed when the total reached 16%. Yanzhong Industrial then discovered that its largest shareholder had become Bao'an and immediately complained to regulators about a hostile takeover.

— Liang Jie
36:19

Fined 1 million yuan, but the takeover was still ruled valid

In October 1993, the CSRC and the Shanghai Stock Exchange launched a joint investigation into the Bao-Yan takeover. The result was a warning and a fine of 1 million yuan for Bao'an, and warnings for related parties, but crucially, the acquisition of Yanzhong shares by the Bao'an group was deemed valid. In the show, both sides compromise for a happy ending; in history, Yanzhong Industrial was truly acquired by Shenzhen Bao'an, and soon after, Peking University Founder Group made a tender offer in the secondary market, eventually becoming Founder Technology. Liang Jie says that even if regulators intervene, they cannot say you can't acquire; they can only fine, criticize, and educate, and ultimately the acquisition can only be recognized as valid.

— Liang Jie
53:40

The production team wanted to recreate the 1993 K-line charts

Before Blossoms Shanghai started filming, Liang Jie was invited to tea by a friend on Wong Kar-wai's team. He saw two bookshelves in the office filled with books on Shanghai stocks, finance, and economics from the 1990s, and another team dedicated to researching 1990s food, clothing, housing, and transportation. They wanted his help to recreate 1990s K-line charts: for example, accurately reproducing the intraday movement of a certain stock on October 5, 1993. But K-line charts require high-frequency data, minute-by-minute prices, and there wasn't that much data in the 1990s—finding opening and closing prices was already good. Using 2005 K-line charts to replace 1993 ones would be inaccurate. After much discussion, they couldn't come up with a good solution, and in the end they might have changed their approach and not directly drawn K-line charts.

— Liang Jie
1:09:25

Blossoms Shanghai may extend the life of Shanghainese by 50 years

After Blossoms Shanghai aired, many post-2000s students were willing to talk to Liang Jie about 1990s Shanghai, even though they grew up in Shanghai and knew nothing about the 1990s. Liang Jie says Shanghainese has been declining for at least 20 years. Over 50% of Shanghai's population are migrants, and even children of two Shanghainese parents don't speak it well or speak non-standard Shanghainese. The Shanghainese of the post-1990s generation is already very questionable, and the post-2000s generation almost can't speak it. A friend said something that deeply moved him: "Just because of Blossoms Shanghai, the life of Shanghainese can be extended by 50 years."

— Liang Jie

In their own words · checked verbatim

But later they found there were too many stock certificates. Forget T+3, even T+13 wouldn't be enough. Working overtime, every night everyone was there counting stock certificates and still couldn't finish.

但后来他们发现这个股票太多了 不要说T加3了 你T加13你都算不完 我加班加点 每天晚上大家在那里点股票 都都点不完

Liang Jie15:07

To really stand firm in the stock market for decades—I think such people almost don't exist.

真的能够在股市里面几十年屹立不倒 我觉得几乎不存在那样的人

Liang Jie26:14

Even if regulators later intervene, they can't say you can't acquire, right? They can only say I'll fine you, right, that you did something inappropriate, I'll fine you, criticize and educate, but in the end your acquisition can only be recognized as valid.

即使监管部门后来介入 但是他也不能说你不能收购 对吧 他只能够说我要罚款 对就是你做的不恰当 我罚款批评教育 但是最后你的收购 还是只能承认它是有效的

Liang Jie36:19

When they see the stocks in their hands rising, they think it's their ability, they think they're a stock god, right? I have talent, the stocks I pick are different from others, mine go up. They don't realize it's the whole market, the whole fundamentals, the whole environment that's rising.

当看到自己手里的股票涨的时候 然后就认为这是我的能力 认为我是股神 是吧 我有天赋 我选择的股票就跟别人不一样 我是涨 他没有意识到这是整个大盘 整个基本面 整个环境都在涨

Liang Jie46:21

He said that just because of Blossoms Shanghai, the life of Shanghainese can be extended by 50 years.

他说就因为有了繁花 使得上海话的生命 可以延长50年

Liang Jie1:11:34

Figures

Number of stocks when the Shanghai Stock Exchange reopened814:07
Combined stake of the Bao'an group in Yanzhong Industrial that triggered the tender offer16%35:17
Fine imposed by the CSRC on Bao'an in the Bao-Yan incident1 million yuan36:19
Average Shanghai wage in the early 1990sOver 100 yuan, less than 200 yuan21:12
Average Shanghai wage in the late 1990sClose to 1,000 yuan21:12
Number of ID cards gathered at the Shenzhen 810 incidentOver a million39:20
Year Shanghai's first subway opened199423:14
Year Shanghai's second subway opened200023:14

Glossary

T+3 settlement
A settlement system where you receive money three days after selling a stock.
Stock subscription certificate
A certificate in the 1990s that gave the holder the right to buy new shares through a lottery.
Tender offer announcement
A public announcement required when acquiring shares of a listed company reaches a specified percentage.
Da zhuang mo zi
Shanghainese slang for people who illegally trade foreign exchange on the street or earn commissions by soliciting customers.

How to listen

Who it's for

People who watched Blossoms Shanghai and want to know what is historical fact, and investors and practitioners interested in the early institutional evolution of China's securities market.

Skip

From 1:03:29 to 1:08:33, Liang discusses personal memories of middle school and university and the anxieties of young people, which has little to do with the main stock market thread.