On the evening of February 18, FAW Car (SZ:000800) announc
On the evening of February 18, FAW Car (SZ:000800) announced that the company's major asset restructuring was approved by the M&A Committee of China Securities Regulatory Commission, and the company's stock resumed trading.
According to the announcement, on February 18, 2020, the Audit Committee of Mergers, Acquisitions and Reorganizations of Listed Companies of China Securities Regulatory Commission reviewed the major asset reorganization, issuance of shares and payment of cash to purchase assets and related transactions of FAW Car. According to the audit results of the meeting, this major asset restructuring of FAW Car was unconditionally passed.
"Image source: FAW Car Announcement"
After the dust of FAW Car's assets reorganization is settled, it means that its passenger car business is separated from the listed companies, and the listed companies will become the commercial vehicle listing platform of FAW Group, thus taking a key step to solve the long-standing horizontal competition problem of China First Automobile Co., Ltd.
It is understood that in order to promote the overall listing of FAW Group, "FAW Department" companies including faw liberation, FAW Li Xia and FAW Jilin are also speeding up mixed reform.
At present, among the six domestic automobile industry groups, SAIC, Guangzhou Automobile Group, Dongfeng Motor Group and Changan Automobile have all been listed as a whole, and BAIC, a subsidiary of BAIC Group, has also been listed in Hong Kong stocks. Even Chery, which has introduced strategic investors into Lian Gang, plans to enter the capital market and seek long-term development. It can be regarded as the "eldest son of the country" FAW Group. 10 years have passed, but its overall listing has not yet been completed.
Therefore, the overall listing of FAW Group with very strong profitability has always been the focus of attention of all parties. As soon as there is a sign of trouble, the subsidiary with the name of "FAW" will come to several daily limit.
Nowadays, the obstacles to the overall listing of FAW Group are being removed one by one. After FAW Li Xia bid farewell to the historical stage, the problem of FAW car has been basically solved. FAW has been listed for ten years, and now it is only a small step away.
Finally, clear reorganization.
Due to the care of policies, the concept of overall listing has become the most noticeable hot spot in the stock market. Therefore, there are more and more stocks related to the concept of overall listing in Shanghai and Shenzhen stock markets.
At present, there are three main forms of group listing: one is the overall listing of group legal persons; Second, the main business assets are listed as a whole; The third is the listing of excellent assets. The first two are listed as a whole, and the third party belongs to split listing.
How to achieve the overall landing in the capital market is one of the biggest suspense around FAW Group for many years.
From the industry precedent, it can be concluded that the overall listing performance of vehicle and parts assets is better than that of split listing. For example, SAIC chose the "backdoor" mode of private placement, GAC adopted the "merger" mode of share swap and merger, and Dongfeng chose the "shell-building" mode of IPO.
However, with the successful replacement of FAW Car's assets, the stripping of FAW Li Xia's "shell" resources and other non-performing assets has made rapid progress in the past year, and the huge assets, business and complex equity relationship of FAW Co., Ltd. have become more and more clear.
20 19 In April, FAW Car announced that it planned to take all its assets and liabilities except the equity of FAW Finance Co., Ltd. and Xin 'an Automobile Insurance Co., Ltd. and some of its retained assets as the set-aside assets and replace them with the equivalent of 0/00% equity of faw liberation Automobile Co., Ltd. held by China First Automobile Co., Ltd.
After continuous adjustment, the asset replacement scheme was finally determined as follows: FAW Car priced its limited 100% equity at 5.088 billion yuan and replaced it with faw liberation assets with a value of 27.009 billion yuan. The difference between the assets put in and the assets put in is 265.438+0.92 billion yuan, of which 654.38+0.92 billion yuan is paid by issuing shares and 2 billion yuan by cash.
So from the current point of view, the overall listing path of FAW Group has been very clear. FAW Car will be the commercial vehicle listing platform under FAW Group, and the passenger car business will be packaged under FAW Group as the passenger car business platform.
As we all know, FAW Group currently has three joint ventures: FAW-Volkswagen (and its Audi brand), FAW Toyota, FAW Mazda and * * *.
Among them, because FAW Group holds 60% of the shares of FAW-Volkswagen joint venture company and owns Audi brand, the profit is very considerable. In addition, even if FAW Toyota is not as big as SAIC, the net profit income of FAW Group may not be worse than SAIC.
In 20 19, FAW Group's revenue exceeded 600 billion yuan, and its net profit reached 44.05 billion yuan, up 2.2% year-on-year. FAW-Volkswagen, which sells 2 million vehicles, has made great contributions. ?
In this way, the packaging and listing of superior assets will not only help China FAW to revitalize its stock, create increments, further improve its profitability, promote the state-owned capital to become stronger and bigger, but also enhance its ability to resist risks. Moreover, after this transaction, it will also solve the problem of horizontal competition between listed companies and controlling shareholders.
What's more, FAW Group has obtained huge credits of more than 1 trillion yuan from many banks. It can be said that Xu Liuping's FAW is not short of money, but it has a hard time compared with other "younger brothers" who have been listed as a whole.
The tortuous road to listing
The whole listing of FAW Group can be traced back to 20 10 at the earliest.
As early as 20 10, in order to realize the overall listing, FAW Group started the reorganization of its main business. 20 1 1 faw group reorganizes its core business and major assets to establish faw.
In this context, the shares of two listed companies, FAW Li Xia and FAW Car, held by FAW Group were transferred to FAW. After the transfer of FAW shares, it also made an irrevocable commitment to solve the problem of horizontal competition with listed companies within five years.
However, five years later, on June 28th, 20 16, FAW Car and FAW Li Xia announced that FAW Group had planned to solve its commitment to compete with its subsidiaries FAW Car and FAW Li Xia in the same industry within five years, and postponed the commitment period for another three years as a transition period.
This once caused people's concern about the integrity of listed companies, and also caused losses to small and medium investors. Although FAW Group has repeatedly stated that it will honor its promise as soon as possible, this process can be described as full of twists and turns. FAW Li Xia even promised to be a new force in building cars, because its listing price is high and nobody cares.
20 18 In August, FAW Li Xia transferred 0/00% equity of its wholly-owned subsidiary, FAW Huali/kloc-0, together with debts of not less than 800 million yuan to Baiteng, a new force enterprise in automobile manufacturing, at the price of 1 yuan. In 65438+February of the same year, 0/5% equity of FAW Toyota/KLOC-was also successfully sold to FAW by FAW Li Xia. Since then, FAW Li Xia has nothing to do with FAW Toyota.
On June 8th, 2009, 20/KOOC-0/65438/KOOC-0/0, FAW Li Xia announced the establishment of Tianjin Bojun Automobile Company, in which FAW Li Xia contributed 505 million yuan in vehicle-related assets and liabilities, accounting for/KOOC-0/9.9%, and the remaining 80/KOOC-0/%.
"Image source: FAW Li Xia Announcement"
On February 20 19, FAW transferred its equity of FAW Li Xia Holdings to China Railway Materials Co., Ltd. (hereinafter referred to as "Wu Tie Shares") for free; All the existing assets and liabilities of FAW Li Xia are placed in the subsidiaries designated by FAW. At the same time, purchase 0/00% equity of China Railway Wusheng Technology Development Co., Ltd., a subsidiary of Wu Tie Co., Ltd. by issuing shares; After the transfer, Wu Tie will become the controlling shareholder of FAW Li Xia.
Summary: Although the fate of Li Xia, the "national car", was embarrassing, it finally gave an explanation to history, shareholders and investors. Nowadays, the obstacles on FAW's overall listing are becoming clearer and fewer. Will FAW break through in the "black swan" or wait? The time limit for joint venture is getting closer and closer, and FAW should also seize the time.
This article comes from car home, the author of the car manufacturer, and does not represent car home's position.