After a few torturing Shaanxi Automobile Group backdoor to the most critical moment


After undergoing the tossing of the two parties, “not tossing”, and the scene of sweet cooperation and unbearable confrontation, Shaanxi’s most important equipment manufacturing asset—Shaanxi Group’s listing—has finally reached its most critical moment.

According to the latest announcement, Shaanqi Group will go public through a listed company in Shaanxi, another listed company, Broadcom. According to the current announcement of the restructuring plan, Broadcom will purchase 100% of Shaanqi Group’s equity through asset replacement and the issuance of shares to purchase assets. Upon completion of the issuance, Shaanxi Automobile Group, the parent company of Shaanxi Automobile Group, became the controlling shareholder of the listed company and Shaanxi Provincial SASAC will become the actual controller of Broadcom.

Although there are as many as 17 participating companies, it is known that Shaanxi Automobile's core asset is its 49% stake in Shaanxi Zhongqi. Due to the failure to control, the income of this part of the assets can only be included in the investment income, and can not be combined with the main business income. In the last two years, the proportion of investment income from Shaanxi Zhongqi to its net profit has exceeded 90%.

After further investigation, it is found that the gains of this part of the future will be completely controlled by another important shareholder of Shaanxi Shaanxi Auto, the listed company of Shandong Weichai Power. The Statutes of Shaanxi Heavy Duty Truck Co., Ltd. show that its decision-making on shareholders' cash dividends and other matters is passed by only 1/2 or more of the voting rights of the shareholders (instead of the two-thirds voting rights of the two-party consultation space), or the majority vote of the board of directors. can. This also means that Weichai Power, which holds the majority of seats on Shaanxi's CNHTC Board of Directors, can actually unilaterally decide on Shaanxi Shaanxi Automobile's profit distribution plan, which in turn determines Shaanqi Group's cash level and profitability.

Traceability

For many years, Shaanqi Group and Weichai Power have maintained their ties and cooperation with each other and their historical origins.

In 2002, Delong came to Shaanxi, a western province of equipment manufacturing, and began to seek to integrate local resources. In the end, the Shaanxi Geared Plant and Shaanxi Automobile Group, with their heavy-duty transmission and vehicle production capabilities, entered the vision of the Delong Group. Through Shaanxi's equipment and plant investment and the cash contribution of the Delong system, the two sides jointly established a new platform - Fast Gear and Shaanxi Heavy Duty Truck based on the operating assets of Shaanxi Dental Plant and Shaanxi Automobile Group.

Fast has similar ownership structure with Shaanxi Heavy Duty, with 51% and 49% shares held by Hunan Torch and Shaanxi respectively. Prior to this, it was responsible for the Xinjiang Delong Investment Department and Nie Xinyong, who was the general manager of the Hunan Torch, became the director of the two new platforms. long. The document approved by the Shaanxi Provincial Government at that time showed that at that time Shaanxi Automobile Group’s operating assets had been assessed at 240 million yuan and the Hunan Torch Fund had contributed 250 million yuan. The Shaanxi Provincial Government expects that Shaanxi Heavy Duty Trucks will “provide for our province The automotive industry has made positive contributions to development."

Thanks to the technological reform investment brought about by the Hunan Torch and the heavy demand of the heavy-duty truck industry brought about by the rapid growth of the macro economy thereafter, Shaanxi Heavy-duty Auto quickly entered a healthy development track after just one year. Just one year later, in 2003, Shaanxi CNHTC's net profit has grown from less than 20 million to a rapid increase of 105 million yuan.

Until the collapse of the Delong series in 2005, both the Delong and Shaanxi authorities were focused on increasing the platform of Shaanxi Heavy Duty Truck. During this period, Shaanxi Zhongqi's profitability increased steadily. Earlier reports showed that neither the Hunan Torch nor the Shaanxi Automobile Group extracted the shareholder dividends from Shaanxi Zhongqi’s precious cash flow. By 2005, Shaanxi Zhongqi’s profit for shareholders’ distribution had accumulated close to RMB 250 million. .

In 2005, the Delong Department's multi-year capital operation came to an abrupt end. The Huarong Asset Management Company, which hosted the Hunan Torch, sought to auction Xianghuo Torch Assets. Its investment in Shaanxi - vehicle license plate + Hande Axle + Fast Transmission Box, so that the domestic automobile industry giants are coveted.

Weichai Power participated in the bidding after breaking through the obstacles of China National Heavy Duty Truck and defeated Wanxiang Group's Wanxiang Group and other companies with a price of 1.02 billion yuan. If they wish to win the torch, they will be able to obtain Shaanxi Heavy Duty Truck and Fast Gear. Controlling power.

In contrast to the investment style of Hunan Torch, Weichai Power hopes to fully control Shaanxi Zhongqi and was ready to relocate the head of Shaanxi Heavy-duty Truck Zhang Yupu from Shaanxi. Shaanxi Automobile's minority shareholder Shaanqi Group is behind a strong Shaanxi province. The SASAC also does not want to relax its control over core assets.

Do not let lack of progress on hold

In 2006, under the leadership of the Shaanxi Provincial State-owned Assets Supervision and Administration Commission, Shaanxi Yanchang Petroleum (Group) Co., Ltd. (hereinafter referred to as “Extended Petroleum”), the country’s fourth-largest oil extraction and refining company, took a share in Shaanxi Automobile Group and invested in Shaanxi Automobile Group. 1 billion yuan.

Shaanxi Automobile Group, in its capacity as the second largest shareholder of Shaanxi Heavy Duty Truck, transferred the funds to Shaanxi Zhongqi, and a resolution of the Board of Directors obtained by the Economic Observer in January 2007 showed that the meeting resolution was jointly studied by Zhang Yupu and Zhang Fusheng. The Group entered the legal channel for the capital increase of Shaanxi Heavy Gas to form specific opinions."

This also means that if Weichai Power does not follow up, it will lose its controlling stake in Shaanxi Zhongqi, and in June of that year, Weichai Power issued a board announcement stating that it will invest 416.33 million yuan with its own funds, and Shaanxi Automobile Group will use cash to make contributions. 400 million yuan to increase capital for Shaanxi Zhongqi. After the completion of the capital increase, the proportion of both parties will remain unchanged.

By 2011, Weichai Power will once again increase the capital of Shaanxi Zhongqi. This time Shaanxi Finance Group's funds have problems. In the case that Weichai Power has been put in place, it cannot be put in place on time. The resolution of an interim shareholder meeting that year shows that the last two The shareholders of the company agreed that Shaanxi Automobile Group’s 490 million yuan capital increase allowance is in place for half a year.

Other conflicts that may have surfaced on the counter include that Weichai Power announced that it would not provide Shaanxi Zhongqi with more favorable engine prices, while Shaanxi Automobile Group set up its own engine joint venture company, Xi'an Cummins Engine Co., Ltd. A generation of heavy trucks provides the engine.

In August 2007, Xi'an Cummins officially started production. Its profile stated that the company is a joint-venture engine manufacturer with a 50:50 investment ratio from Cummins Inc. and Shaanxi Automobile Group.

In 2009, Shaanxi started to develop a listing plan for Shaanxi Automobile Group. Since it only holds 49% of the stock, whether Shaanxi can finally obtain control of Shaanxi Sinotruck has become the focus of attention.

However, after experiencing the scene "toss", the two sides seem to have finally achieved a certain degree of consensus. In 2009, Weichai Power held a technical innovation conference in Xi'an and Bai Aying, who was then director of the Shaanxi Provincial State-owned Assets Supervision and Administration Commission, said, "I represent The Shaanxi Provincial SASAC has told us responsibly that we will not toss again."

Bai Aying said at the time, “Finding partners such as Weichai Power is the luck of our two Shaanxi enterprises. We will unwaveringly support the development of Weichai Power in Shaanxi.”

Profit distribution is controlled by Weichai

As a result of “not tossing,” Shaanxi Automobile Group decided to take 49% of Shaanxi Shaanxi Chongqi’s equity as a backdoor for its core assets.

Pursuant to the restructuring plan announced by Broadcom, Broadcom will purchase assets through asset replacement and additional issuance to realize the backdoor listing of Shaanxi Automobile Group. The issuance of additional shares will be 11.89 yuan per share, and the issuance volume will be approximately 246 million shares. After completion of the transaction, Shaanxi Auto Holding will hold 42.43% of the shares of the listed company and become the controlling shareholder of the listed company. Shaanxi Provincial SASAC will become the actual controller of the company.

The main business of Broadcom will be changed to the production and sales of heavy trucks, special vehicles, and parts and components, research and development, production and sales of new energy vehicles, and after-market services such as automotive finance, Sifang logistics and car networking.

However, heavy trucks are still the core business. In the Shaanxi Automobile Group's four business segments, 80% of its assets come from the core truck heavy truck segment, which is Shaanxi Heavy Duty Truck.

The reorganization plan disclosed the risk that the main investment assets could not be controlled independently, but the plan explained that “Shaanxi CNPC is an integral part of the respective main operations of Weichai Power and Shaanxi Automobile Group, and it is also Weichai Power and Shaanxi. Gas Group's common source of continuous earnings."

The problem is that Weichai Power can successfully synthesize the revenue and profit of Shaanxi Sinotruck, and Shaanxi Automobile Group can only obtain the investment income of Shaanxi Zhongqi by allocating the shareholders' dividend. In 2011 and 2012, the investment income from Shaanxi Heavy Duty Truck Group accounted for approximately 99.66% and 91.81% of the Shaanxi Automobile Group's net profit, respectively. Currently, the dividend policy of Shaanxi Sinotruck originates from the resolution of its 2011 first interim shareholders meeting – the total profit distribution should not exceed 50% of the realized profit (distributable portion) in the current year and the company's annual budgetary profit of 25%. Prepayments shall be made to shareholders in separate months, and finalized at the end of the year.

The plan explained that as of now, Shaanxi Zhongqi has normally distributed profits to Shaanxi Automobile Group in accordance with the above dividend policy. However, if future adjustments are made to Shaanxi Cash's cash dividend policy, it may affect the dividend-paying ability of listed companies.

To change the cash dividend policy of Shaanxi Heavy Duty Truck, there are two possibilities: 2/3 or more shareholders passed the vote, or a majority of shareholders passed the vote. As Weichai Power holds 51% of its shares and does not reach a 2/3 ratio, the former means that Weichai Power needs to negotiate with Shaanxi Automobile Group for the decision-making of this matter. The latter means that Weichai Power has full power of decision.

According to the articles of association of Shaanxi Zhongqi Automobile obtained by the media, the constitution stipulates that special matters such as increasing or decreasing the registered capital, splitting, merging, dissolving, or changing the company's form, etc., require more than two thirds of shareholders to vote on it, and other general matters need only be 1 More than /2 shareholders can vote.

The charter also stipulates that the company's profit distribution plan and make up the loss plan can be passed within the authority of the board of directors. The board of directors of Shaanxi Zhongqi has been reduced from 9 to 7. Weichai Power has been controlling most of the seats.

This also means that, regardless of the future profitability level of Shaanxi Zhongqi, Weichai Power can actually unilaterally decide on the profit distribution plan of Shaanxi Zhongqi, which in turn determines Shaanqi Group's cash level and profitability.

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