Vanke helped in power struggle as ally Shenzhen Metro gains more clout

Clare Jim

* White knight Shenzhen Metro to have 29 pct of voting

rights

* Surpasses Baoneng financial which has 25 pct holding

* Baoneng intentions remain unclear

* Baoneng entitled to three Vanke board seats -analyst

(Adds focus on board seats, analyst comments)

HONG KONG, March 17 (Reuters) - China Vanke

said Shenzhen Metro would become its

largest shareholder in terms of voting rights after a proxy

agreement with its No. 3 shareholder, a move that gives Vanke

management the upper hand in its power struggle with Baoneng

Group.

The property giant has been at the centre of a complex

battle for boardroom control - rare among listed firms in China

- after the Baoneng financial conglomerate built up a 25 percent

stake to become its largest shareholder and sought to oust

management.

Vanke appeared to have won a key advantage early this year

after white knight Shenzhen Metro, a state-backed firm, bought a

15.3 percent holding from China Resources Group, for some $5.4

billion.

The new deal with No. 3 shareholder China Evergrande

will further help management at the country's

second-biggest homebuilder and Shenzhen Metro assert control,

but it remains to be seen if Baoneng will back down.

A key focus will be the make-up of Vanke's board as the

tenure of current members is due to end this month. Vanke has

yet to set a board meeting to elect new directors, although the

current board will meet on March 24 to approve annual results.

"We think Baoneng is still interested to be represented in

Vanke's board but the next question is whether it will get all

the three seats as suggested by its stake," Macquarie analyst

Wilson Ho said in a research note.

Baoneng's nominations could be opposed by other

shareholders, market participants have said.

Under the deal with Evergrande, the Shenzhen Metro will have

29.38 percent of voting rights in Vanke, as well as proposal

rights and rights to participate in general meetings.

Shenzhen Metro holds 15.31 percent of the nation's second

largest homebuilder, while Evergrande, China's biggest property

developer holds 14.07 percent.

The deal is only for one year but Evergrande is likely to

sell its stake to Shenzhen Metro when its lock-up period expires

in May, said Macquarie's Ho, noting that Evergrande has already

listed the holding as 'available for sale' assets in its

financial statements.

Evergrande, Vanke's biggest rival, declined comment on why

it had entered into the proxy deal with Shenzhen Metro. It has

never explained why it built up its holding last year.

Baoneng officials were not available for comment.

The financial conglomerate suffered a blow last month after

China's insurance regulator banned Yao Zhenhua, chairman of

Foresea Life, an unit Baoneng used to purchase Vanke shares,

from the insurance business for 10 years, citing violations in

its use of insurance funds.

Vanke Shenzen-listed shares climbed 2 percent on Friday

while its Hong Kong shares stock was trading 0.6 percent lower.

Its bonds were trading slighter higher.

"While there may not be any imminent impact, we would expect

that creditors would prefer a strong shareholder such as

Shenzhen Metro over highly-leveraged Evergrande," MUFG

Securities strategist Rick Mattila said in a note to clients.

(Reporting by Clare Jim; Additional reporting by Umesh Desai;

Editing by Edwina Gibbs)