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“Weichai Power will transform from a single engine manufacturer to China’s largest auto parts group, forming China’s largest, most complete product line and best synergy in basic components such as powertrains, transmissions, and axle systems. The industrial clusters and strive to become a general-purpose power company with international competitive advantages.†Tan Xuguang, chairman of Weichai Power Co., Ltd., imagined the situation in 2007. On September 2, he took the most critical step toward this idea.
On September 2nd, the Hunan Torch announced that Weichai Power's share swaps will be incorporated into the plan to reform the merger of Hunan Torch and Hunan Torch shares. Weichai Power (2338.HK) intends to adopt the method of share swap to absorb and merge its controlled Torch A ( 000549), to complete Weichai Power entered the A-share market, and complete the stock reform of the Hunan Torch A. As the consideration for this share swap absorption merger, Weichai Power will issue A shares to all other shareholders except Weichai Power (Weifang) Investment Co., Ltd. (hereinafter referred to as Weichai Investment) of Hunan Torch A. The second largest shareholder of Hunan Torch Zhuzhou City State-owned Assets Investment Management Co., Ltd. will send shares to all the tradable shareholders, and every 10 shares will receive 0.35 shares. According to the calculations of the sponsor CITIC Securities and Hua-Ou International, the conversion is equivalent to the consideration of the value of 2.07 shares of the Torch Stock for every 10 tradable shareholders. At the same time, if they are unwilling to convert, the shareholders of the tradable shares of the Hunan Torch also have the right to choose cash, and this share swap absorption merger will provide cash options to the tradable shareholders of the Third Xiangxiang Torch, namely the shareholders of Hunan Torch Circulation Shares. The torch torch stock held by it can be sold to third parties at a price of 5.05 yuan per share.
After the completion of the share reform, Hunan Torch A will be terminated from listing and cancelled. Weichai Power will be the surviving company after the completion of the merger and will apply for listing on the Shenzhen Stock Exchange.
Five to three transitions
On the road to “General Dynamicsâ€, Weichai’s deep brand accumulation and manufacturing capabilities have laid a solid foundation for the reengineering of Weichai Power today, and in the framework of Weichai, capital has become the best means. It has also become an increasingly useful tool for Weichai.
After several years of operation, the Weichai Department has formed a five-level equity management structure. Weichai Power Plant has 3 listed companies under Weichai Power, Shandong Juli and Weichai Import & Export Company, of which Weichai Power Holdings holds Weichai Investment, while Weichai Investment Holding's Hunan Torch Group has a group nature, holding Shaanxi Zhongqi, Fast, Xiang spark plugs and so on. Analysts believe that in this case, regardless of the ownership structure, company management, or the profit composition of the Hunan Torch, Weichai Power's impact on Shaanxi Heavy Duty Truck and Fast and other companies is limited. Weichai Power Only the controlling subsidiary can be operated based on the principle of marketization. In such an architecture, not only does the Hunan Torch not achieve the optimization of its resources, Weichai feels its own constraints.
On May 17, the Hunan Torch External Public Notice revealed that Weichai Power, which holds 45% of its major shareholder Weichai Investment, transferred 55% of the shares of another four companies to 680 million yuan. After the transfer, Weichai Power Will wholly invest in Weichai Investment, Weichai Power began the act of collecting equity; the second stock reform plan of the Hunan Torch on September 2th will enable the Hunan Torch Group's subsidiary to become Weichai Power directly after absorbing and merging. The subsidiary's shareholding ratio has been increased to 51%, reducing intermediate links and the management model will also be more conducive to win-win cooperation.
At this time, Tan Xuguang's idealized new framework for “Weichai's†was ready. Weichai finally turned into an investment holding group and was mainly responsible for the integration of capital markets and resources. There are two main industrial chains under the company's main support: Weichai Power administers high-speed engines and powertrains, the Torch under the torch and the original auto parts industry, and heavy trucks extending downstream to form a complete industry. Chain; Integrate Shandong Juli Resources into the medium speed machine section, when the time is ripe, copy the Weichai power model and recreate an industrial chain.
Maximizing synergies
Tan Xuguang has a series of mid- and long-term plans for Weichai. In the next five years, Weichai will establish a universal engine manufacturing base that is competitive in the world, covering products such as heavy-duty vehicles, construction machinery, passenger cars, ships, generator sets, agricultural machinery, etc., to achieve large, medium, and low power. The full range of development, to create a national power brand with independent intellectual property rights. At the end of the “Eleventh Five-Year Plan†period, it is necessary to build a full range of clean power products ranging from 30KW to 470KW and complying with emissions from Europe IV and above. This will continue to maintain the leading position of enterprises in the power market for heavy trucks and construction machinery and become a market for commercial vehicles and construction machinery engines. A full range of suppliers; at the same time realize the "331" revenue plan, which means that the engine's main business will achieve an annual revenue of 30 billion yuan, the entire vehicle, parts and components industry chain and investment banking business will realize an annual revenue of 30 billion yuan, and the overseas sales will achieve a billion in annual revenue. US dollar; and through strategic cooperation with Bosch and other international giants, fully integrated with international advanced technology, improve the level of internal combustion engine R & D and manufacturing, Weichai Power into a domestic and international first-class, the world's largest general-purpose power base.
These beautiful aspirations must be based on the optimization and integration of the Weichai-based industrial resources. According to Tan Xuguang, this is the ultimate goal of Weidang’s series of dazzling capital operations. In the first half of this year, the advantage of “Wei Chai†has begun to take off. It is understood that from January to July this year, the entire Weichai system had a sales income of 12.9 billion yuan and a total profit of 1.41 billion yuan, a year-on-year increase of 107%.
And these are not enough. "After receiving the Weichai Power from the ownership of the Hunan Torch, apart from the property rights, Weichai is mainly driven by technology and business. After all, it includes the engine, transmission and suspension chassis together. Only after becoming a powertrain, Weichai Power is more like a provider of heavy-duty power solutions.†Tan Xuguang said that now, Weichai Power's engines not only can assemble heavy trucks, but also occupy most of the territory of construction machinery and luxury passenger cars. If the spark plugs of Fast's gearboxes and Xianghuo torches are also brought into these new areas in the form of packages, the market space will suddenly be open.
Tan Xuguang hopes that this synergy effect can be reflected in all aspects. A powertrain consisting of gearboxes with Faster gears as an important component and Weichai Power's engine products constitutes one of the largest power system manufacturing suppliers in China; after the parts are integrated, engines, transmissions, axles, etc. will Will increase product matching and development work, improve the technical advantages of system assembly, further stabilize the supporting share in the heavy-duty automotive market; enhance international technical cooperation capabilities and joint technological development level, will broaden and strengthen with the international advanced auto parts and vehicle companies , such as MAN, EATON, Cummins and other international technical cooperation, completed the upgrading of products and technology reserves, in terms of technology sharing and product quality improvement; from a marketing perspective, Weichai Power, Shaanxi Automobile, Fast and other in the country More than 1,700 service outlets have been built, making it the largest commercial vehicle service network in China. After the merger, the company will integrate the original decentralized marketing network and integrate four networks to effectively increase the efficiency of the original network and reduce marketing costs.
Weiwei Wang
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