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The reorganization of Broadcom shares, which has attracted a lot of attention from all walks of life, finally became clear before the arrival of August.
On July 31, Broadcom announced the restructuring plan. It will purchase 100% equity of Shaanxi Automobile Group held by Shaanxi Automobile Holdings through asset replacement and non-public issuance of shares. If the restructuring is successful, Shaanxi Automobile Group will achieve backdoor listing.
What is curious is that Shaanqi, the most important part of Shaanxi Automobile Group, has its controlling interest in Weichai Power, another auto parts manufacturer. In SHACC's equity structure, Weichai Power holds 51%, while Shaanxi Automobile Group holds 49%.
In the entire framework of Shaanxi Automobile Group, Shaanxi Heavy Industry is particularly important. In 2011 and 2012, Shaanxi Automobile's investment income from Shaanxi Heavy Gas accounted for 99.66% and 91.81% of the net profit attributable to shareholders of the parent company.
Informed sources also revealed to reporters: "Weichai Power and Shaanxi Automobile Group are all interested in obtaining a controlling stake in Shaanxi Heavy Duty Truck and both parties have conducted many consultations." On August 7, Cai Qilong, director of Botong Co., Ltd., replied: " There is indeed a control risk in the reorganization of Shaanqi Power, which is mainly invested in assets from A-share listed company Weichai Power Holdings."
Reorganization required
For both Shaanqi Group and Broadcom, the restructuring is good news.
Pursuant to the restructuring plan, Broadcom intends to purchase 100% of Shaanqi Group’s shares held by the other party, such as Shaanxi Automobile Holdings, in the form of asset replacement and non-public issuance of shares. This means that the trading plan includes asset replacement and issuance of share purchase assets.
Broadcom's shares were replaced by the medium-valued portion of 55.71% of Shaanqi Group held by Shaanxi Auto Holdings, with all of the original assets and liabilities as of the valuation date (December 31, 2012). The estimated value of Broadcom’s proposed assets is approximately RMB 163,263,200 and the net book value is RMB 95,183,100. The projected value-added ratio is approximately 71.53%. The transaction price of the assets to be placed will ultimately be determined on the basis of the assessment value determined by the assessment report of the Xi'an SASAC.
In addition, the shares of Broadcom’s shares to be sold by Shaanxi Automobile Holdings were intended to be set aside for the difference between the transaction price of assets and the transaction price of 55.71% of shares held by Shaanxi Auto Group held by Shaanxi Auto Group, and they were extended to Yanchang Petroleum, Shaanxi Provincial Investment, Great Wall Assets, and Dongfang Agriculture. The Animal Husbandry Group, West Connell, Westlake, Chongqing Kafu and Chongqing Hongdan issued shares to purchase a total of 44.29% stake in Shaanxi Automobile Group.
Through this reorganization, Broadcom shares will swoop away for many years to struggle. Broadcom shares suffered great operating difficulties in 2008, 2009 and 2010, and suffered losses for three consecutive years. The losses amounted to 37.27 million yuan, 70.45 million yuan and 4.32 million yuan, respectively, and were exposed to the risk of delisting. At that time, its main business applications software products, industry research and development sales and computer system integration, production and sales of apple juice concentrate has been sluggish. In 2011 and 2012, Broadcom’s operating status did not improve completely. It was only in a position to maintain its security. In 2012, the net profit attributable to shareholders of listed companies was only 16.28 million yuan.
For Shaanxi Automobile Group, it also completed the purpose of listing the curve. The Shaanxi Provincial Government has always planned to promote the listing of Shaanxi Automobile Group. As early as 2009, Shaanxi Automobile Group informed the internal work conference that the overall listing has been listed as a plan of Shaanxi Province. Shaanxi Automobile hopes to land on the domestic A-share market, but it has not been able to do so.
Shaanxi Zhongqi Controlling Power
Behind the reorganization, the dispute over Sharon Heavy Shots’ control rights is particularly concerned.
Due to historical reasons, A-share listed company Weichai Power held a 51% controlling stake in Shaanxi Heavy and Shaanxi Automobile Group held a 49% stake in Shaanxi Zhongqi. Shaanxi Automobile's 49% equity is one of the main assets of the restructuring.
Since the investment income from Shaanxi Heavy Duty Truck Group accounted for more than 90% of the Shaanxi Automobile Group's net profit, if the Shaanqi Group's performance fluctuates in the future, it will have a significant impact on the operating performance of Shaanxi Automobile Group.
It is precisely because of the importance of Shaanxi Heavy Duty Truck, according to insiders, the reporter disclosed that both Shaanxi Heavy Duty Truck and Weichai Power are highly valued by Shaun Heavy Duty Truck, and the two sides have conducted numerous infighting on the issue of controlling shareholding. “These things are not clear.†Therefore, the restructuring plan also reflected this, admitting that “the core assets and major assets that will be listed after the reorganization will not be controlled by the listed company independently. Shaanxi Automobile Group’s independence of main assets cannot be separated. The risk of control."
On December 7, 2006, under the leadership of Shaanxi Provincial SASAC, Shaanxi Yanchang Petroleum (Group) Co., Ltd., the fourth largest oil extraction and refining company in the country, officially took a share of Shaanxi Automobile Group and invested RMB 1 billion in Shaanxi Automobile Group. . Shaanxi Automobile Group, in its capacity as the second largest shareholder of Shaanxi Heavy Duty Truck, transferred this capital to Shaanxi Heavy Gas, which was used in Shaanxi's "Eleventh Five-Year Plan" development project to fulfill the investment that was originally reached with Weichai Power. protocol.
Extending the entry of oil also doubled the pressure on Weichai's power. In order to maintain its controlling position, on June 12, 2007, Weichai Power announced that it intends to increase capital of 416 million yuan for Shaanxi Zhongqi, and Shaanqi Group will invest the same amount of capital, with a total investment of 400 million yuan. After the capital increase was completed, the shareholding structure of the two parties remained at 51% and 49%.
For the reorganization plan, Wang Xiaomin, head of Shaanxi Heavy Duty Media, said in an interview with Times Weekly: “The listing is definitely a good thing for SHAGC, and our previous strategy is still ongoing. It will not be affected by the listing.â€
However, for both Shaanxi Automobile Group and Weichai Power, the competition for Shah Chuen’s controlling stake may have only just begun. The future outlook is still not predictable.
In addition, it is worth noting that the Shaanxi Automobile Group’s net profit attributable to the parent company in 2011 and 2012 was 190 million yuan and 152 million yuan respectively, a drop of 20%, and it fell to the first five months of this year. 47.618 million yuan. The profitability of Shaanxi Auto Group may still fluctuate in the future. In this regard, Cai Qilong does not agree. He said: "According to the statistics of the automotive industry in 2012, the market share of Shaanxi Heavy Duty Trucks has increased significantly, from 10.60% in 2009 to 13.19% in 2012. Calculated by sales volume, Shaanxi Automobile Group has become the same as Dongfeng. Commercial vehicle, FAW Jiefang, China National Heavy Duty Truck (000951, stock bar), Beiqi Futian Qiming's ultra-large heavy truck group company, the market share ranked fifth in the heavy truck industry. In the past ten years, Shaanxi Automobile Group's annual average growth rate of income It reached 28%, far higher than the industry growth rate."
Shaanxi Heavy Industry once fell into the crisis of confidence
As the most important profit source platform of Shaanxi Automobile Group, Shaanxi Heavy Gas once had trouble.
According to public reports, at the beginning of this year, Heilongjiang Huitong Construction Development Co., Ltd. filed an on-site complaint against Shaanxi Heavy-duty Truck Co., Ltd. and Heilongjiang Hongguang Automobile Sales and Service Co., Ltd. on the spot of the local AIC on January 6, 2013 for unlawful production and sales. Shaanxi Automobile Delong F3000SX3257DR384 dump truck.
Huitong Company purchased 20 DeLong F3000 dump trucks (model: SX3257DR384) produced by Shaanxi Heavy Duty on May 3, 2012. However, after the purchase, the model has experienced frequent failures. In addition, Huitong company also found that the model is a non-announcement model, did not even obtain a product certificate, and apply the SX3255DR384 model certificate and nameplate, suspected of intentional fraud.
After receiving extensive attention on this matter, Shaanxi Heavy Gas stated that the SX3255DR384 is a major announcement, including the SX3257DR384, covering its main technical parameters, the latter can be announced in accordance with the former, they can also share a certificate of conformity and Nameplate, this meets the relevant requirements of the Ministry of Industry and Information. This Bo Weiping, DeLong F3000SX5315GJBJT346 type concrete mixer truck has been reported by consumers with quality problems.
In the face of turbulent market queries, Shaanxi Heavy Industry issued a statement on February 24, accusing some of its competitors of disregarding the law and using anonymous messages to illegally destroy the company’s reputation and publish improper statements.
On August 7, the reporter once again verified the matter with Shaanxi Zaozuo. Wang Xiaomin told reporters: "That time the user did not quite understand the situation. The vehicle involved was an announcement model. There was no problem."
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