China's largest construction machinery manufacturer "eats" excavator assets of 38.6 billion, and further restructuring of 100 billion?
The core assets of XCMG group, including excavator, concrete machinery, mining machinery and tower crane, were injected into XCMG machinery (000425) and the draft was released. On the evening of September 29, XCMG machinery announced that the company planned to absorb and merge XCMG from all shareholders of XCMG group, Tianjin Maoxin, Shanghai Shengchao, Guoxin group and CCB investment. The listed company is the merging party and XCMG Co., Ltd. is the merged party. According to the asset appraisal report of XCMG Co., Ltd. issued by Tianjian Xingye and filed by Jiangsu SASAC, taking March 31, 2021 as the appraisal base date, the book value of all shareholders' equity of XCMG Co., Ltd. is RMB 16.739 billion, the appraisal value is RMB 41.039 billion, and the appraisal appreciation rate is 145.17%. Because XCMG Co., Ltd. paid a dividend of RMB 2.352 billion during the transition period of this transaction, the transaction consideration was correspondingly reduced on the basis of the subject evaluation results contained in the asset evaluation report of XCMG Co., Ltd. filed by Jiangsu SASAC. After all parties unanimously determined that the final transaction price of 100% equity of XCMG Co., Ltd. was RMB 38.686 billion, XCMG will pay all the transaction consideration of this transaction by issuing shares. According to the issue price of RMB 5.55/share, the number of shares issued is 6.97 billion. After this transaction, all XCMG machinery shares held by XCMG Co., Ltd. will be cancelled. Prior to the transaction, the company's main business was R & D, manufacturing, sales and service of hoisting machinery, shoveling machinery, compaction machinery, pavement machinery, piling machinery, fire fighting machinery, sanitation machinery and other engineering machinery and spare parts. After the completion of this transaction, the company will undertake and inherit all assets, liabilities, businesses, personnel and all other rights and obligations of the merged party XCMG Co., Ltd. the supporting assets for the production of construction machinery such as mining machinery, concrete machinery, mining machinery and tower crane will be injected into the listed company as a whole, which is conducive to optimizing the industrial structure and improving the industrial layout. In the future, the listed company will further improve its profitability and asset scale through excellent management experience, so as to provide a solid guarantee for the sustainable operation of the listed company. At present, the total share capital of the listed company is 7.834 billion shares. Without considering the cash option, the total share capital of the listed company after the completion of the transaction is 11.819 billion shares. Interestingly, before the asset placement, XCMG group held 38.11% equity of XCMG machinery through XCMG Co., Ltd. after the asset placement, the equity held by XCMG Co., Ltd. was cancelled, and XCMG group directly held 20.11% equity of XCMG machinery, which was diluted, which was related to the mixed reform launched last year. According to the announcement of XCMG machinery in September last year, XCMG Group signed equity transfer agreements with 3 state-owned holding enterprises such as Jiangsu Guoxin group with a total amount of 5.4 billion yuan, and XCMG Co., Ltd. signed capital increase agreements with 12 strategic investors and employee stock ownership platforms such as Shanghai Guosheng group with a total amount of 15.656 billion yuan. Among them, XCMG group transferred its 18.41%, 8.59% and 6.14% equity of XCMG Co., Ltd. to Jiangsu Guoxin group, CCB Financial Asset Investment Co., Ltd. and bocom Financial Asset Investment Co., Ltd. 12 strategic investors, including the national manufacturing transformation and upgrading fund Co., Ltd., increased their capital by 14.787 billion yuan, with a shareholding ratio of 46.28%. In addition, the ESOP platform invested 868.5 million yuan in XCMG Co., Ltd., accounting for 2.7183% of the company's equity after the capital increase.After the mixed reform, the shareholding of XCMG group decreased from 100% to 34.0988%. In this merger, the shareholder of XCMG Co., Ltd. became the direct shareholder of XCMG machinery. The announcement shows that after the completion of this restructuring, the core assets of XCMG group will be concentrated in the listed company XCMG machinery, so as to improve the company's competitive advantage, better participate in global competition, and accelerate to become an international top equipment manufacturing enterprise. After the completion of this absorption and merger, the listed company, as the surviving company, will inherit and undertake all assets, liabilities, businesses, personnel and all other rights and obligations of XCMG, and the legal personality of XCMG will be cancelled. XCMG machinery closed at 6.37 yuan yesterday, down 3.34%. The total market value is 49.9 billion yuan. According to the semi annual report, XCMG achieved a net profit of 3.8 billion yuan in the first half of the year, a year-on-year increase of 84.5%.The company's truck mounted crane, wheel crane, paver and other products are in the first place in the industry. XCMG's excavators rank among the top two in China. In 2020, the market share of XCMG excavator Co., Ltd. reached 15.9%, an increase of 1.8pct compared with 2019, ranking second in the industry. (editor in charge: Zhang Qianyu)
2021-09-14