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Application Range:
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On the last day of April, Weichai Power Co., Ltd. (2338, HK), which repeatedly made miracles in the Hong Kong stock market, strongly returned to the mainland capital market and staged a drama returning from the Chinese heavy truck gold industry chain.
On the same day, Weichai Power A shares (000338) were formally listed. The S Xiang Torch (000549) completed its historical mission and withdrew from the stock market, erasing the last point of the Delong line. At this point, the first "HtoA" case that has been hailed as the most innovative in the Chinese stock market has been perfectly settled.
“Through this series of actions, we have achieved three goals: first, we adopted the S-Tong torch in a share swap way, creatively completed the share-trading reform, and achieved a multi-win for large and small shareholders; secondly, we achieved power through the implementation of Weichai Listing will allow mainland investors to share our high-speed growth results. Third, we will open up the property rights context of China's most advanced heavy-duty truck resources, such as Weichai Power Engine, Fast Transmission, Hande Axle, and Shaanxi Heavy Duty Truck. It laid a solid foundation for the next step in building China's most competitive auto parts industry chain,†said Tan Xuguang, Chairman and CEO of Weichai Power.
Innovative solutions are sought after by the market
The keen investors have highly recognized the prospect of Weifang Diesel after the integration. According to the announcement issued by Weichai Power on April 26, the issuance price of its A shares was 20.47 yuan per share. At this time, the stock price of Weichai Power in Hong Kong has long stayed above 40 Hong Kong dollars for several months. Before the stock exchange plan was announced in September last year, the stock price of Weichai Power was only about 20 yuan.
Pursuant to the details of this plan, as a consideration for this exchange swap absorption merger and share-sharing reform, Weichai Power will issue A shares to all other shareholders except the Weichai Investment in Xianghuo Torch, and at the same time cancel the Hunan Torch. Weichai Power is the surviving company after the completion of the merger and applies for listing on the Shenzhen Stock Exchange. In this swap absorption merger, the conversion prices of Weichai Power and Hunan Torch are respectively 20.47 yuan/share and 5.80 yuan/share, and the ratio of shares exchanged is 3.53:1. Zhuzhou State-owned Assets will send 0.35 shares to every tradable shareholder before the conversion.
On December 29, Weichai Power and the S Xiang Torch passed high-profile votes from five divisions of shareholders. Since then, under the guidance and support of the supervisory authorities and local governments, Weichai Power has steadily returned to the forefront, and finally achieved its final leap before the May 1st, and headed into the A-share market.
Investment bank experts gave a high evaluation of this merger, saying that they “created a precedent for the merger of listed companies in China and Hong Kong†and were cited as a milestone example of domestic and foreign capital markets in the industry, which is the background of the full circulation of China’s capital markets. The first M&A case with the most innovative value is the M&A under the two different legal environments of H-shares and A-shares, creating a new model for H-share companies to return to the A-share market.
Mr. Chen Langping, deputy general manager of Ping An Securities Investment Banking Group, recently pointed out at the 2007 M&A and Restructuring International Summit Forum that the conversion of Weichai Power is a very good case. Other companies can also use this approach to solve A shares and B shares. The problems of H shares in different markets can truly integrate the resources of the group. Not only human resources, but also some funds, and all aspects of resources can help the company to grow bigger and stronger quickly.
The stock reform of the S Xiang Torch was a thorny problem. Tan Xuguang frankly stated that at one time, he was prepared to copy the existing stock reform case experience, but he was denied after the demonstration. "If equity reforms are carried out through the commonly used methods of share offering, the equity will be diluted. Weichai Power will lose control of the Hunan Torch and its resource advantages will not be able to play. If the stock reform is carried out through put warrants, the plan will be implemented. With a lot of uncertainty, it may use 1.5 billion to 20 billion in cash to deal with exercise of power. Although the ratio of control power will increase at the end of the year, it will not be able to achieve full control, and it will also restrict the implementation of other integrated solutions." Tan Xuguang analysis said.
In the end, Tan Xuguang and his team formed the above share conversion plan based on the full communication with the leadership of the China Securities Regulatory Commission, the Shenzhen Stock Exchange, and the relevant government leaders, that is, “the H-share company Weichai Power returned to the mainland to issue additional A shares, and The Hunan Torch A shares will be exchanged and the issue of the Hunan Torch Torch Division reform will be resolved through mergers and acquisitions. The Hunan Torch will be delisted and cancelled, and its original main business will be integrated into Weichai Power."
The plan considers strategic value and strategy, and it is the best solution for maximizing the value of the industrial chain. The plan has been affirmed and strongly supported by regulatory agencies such as the China Securities Regulatory Commission, and is defined as the first case of the most innovative value-added merger under the conditions of full circulation of China's capital market.
The integration effect highlights
Under the precondition of ensuring the short-term interests of the Mainland and Hong Kong investors, such as providing cash options, Tan Xuguang valued that this large-scale capital movement could bring a “fusion effect†to the new Weichai Power, reflecting 1+1. 2 The pre-determined goal: to truly grasp the scarcity of powertrain resources and increase the right to speak in the industry; business runs through the heavy-duty truck industry chain, and with components and components as the core, it will effectively withstand the non-systemic risks such as changes in the heavy-duty truck industry; the synergies bring costs. The decline in the cost rate and the increase in profitability.
Since May of this year, the engines, gearboxes and axles of Weichai Power, with its new look, will build the most competitive power system. All related products will shift from single-market competition to joint market competition and continue to be universal. Under the circumstance of a constant and diversified market strategy, we will create conditions for maximizing the market. The establishment of the only complete heavy-duty automobile industry chain in China will lay the foundation for achieving economies of scale and reducing operating costs.
The senior management of Weichai Power revealed that the next step will be to comprehensively increase resource utilization in the areas of manufacturing, sales, procurement, and service through the integration of resources, significantly reduce the operating costs of enterprises, and make unified use of various resources, and will effectively Avoid redundant investment and greatly improve the company's management and operational efficiency. Give full play to the core value advantages of the power system, enhance the industry’s core technological innovation capability, give full play to the advantages of the industrial chain, promote the development of the entire vehicle, create greater profit margins, and create greater value for shareholders.
In addition, after the completion of this merger, Weichai Power will further enhance the conditions for cooperation with international large-scale groups, thereby accelerating the internationalization of enterprises, laying the foundation for companies to introduce advanced foreign technology and open up international markets.
For the motherboard market, which has been quiet for years in Shenzhen, Weichai has injected fresh blood into it. After the reunification, the new Weichai is an automotive and parts industry group with over 20 billion assets and more than 30,000 employees. It will be the representative of the blue chip company with a relatively rare motherboard in Shenzhen. For investors in the market, the new Weichai Power will show good development prospects and strong profitability after the merger. Both A- and H-share investors will share the results of the merger.
For newly-listed Weichai Power, this industrial integration has already begun to show its leading position in the industry. Since then, Weichai Power has had high-growth, high profitability powertrain operations such as Weichai Power Engine, Fast Transmission, and Hande Truck Bridge, and has grown rapidly in spark plugs, air conditioners, lamps, and brakes. The automotive electronics business, as well as Shaanxi trucks, Dongfeng off-road vehicles and other vehicle business, one of China's most complete heavy-duty automobile industry chain has been formed, and it has been well-established for the realization of economies of scale, strengthening of national brands, and entering the international market.
For the Weichai people, through the successful operation of the capital market, the single engine product business has developed into the most competitive core heavy truck business chain. In the face of reporters, Tan Xuguang, the chairman of the Board of Directors, speaks for itself. If Weichai is to establish a national brand and go international, it must actively participate in the international market competition. In Tan Xuguang's words, “The resources that companies face today are equal, and the development and improvement lie in the ability to integrate. In the face of the integration task after the acquisition of the Hunan Torch, we innovated our thinking and completed it in less than one year. The industrial integration that can be completed within five years or even five years has created an opportunity for the marching army international market and the establishment of an internationalized national enterprise group."
View related topics: Weichai Power: Expanding Auto Parts Gold Industry Chain
3 Capacity:16 to 1125 m /h
Head:12 to 95 m