A few days ago, Shangchai Shares (600841) disclosed a series of announcements show that the company’s board of directors considers the relevant restructuring motion, the restructuring program consists of two parts of the issuance of shares and payment of cash to purchase assets and non-public issued shares.
The recombinant program disclosed by Shangchai Shares shows that Shangchai shares plans to buy Shanghai Automobile Group Co., Ltd. (hereinafter referred to: SAIC Group) to purchase its Huali Yido Commercial Vehicle Investment Co., Ltd. (under: Up) 50% equity, SAIC IV Hongshang Commerce Co., Ltd. (hereinafter referred to: Shangliu) 56.96% equity; to Chongqing Electromechanical Holdings (Group) Company (hereinafter referred to: Chongqing Electromechanical) Buying its holdings 3.4.00% of the Share, Shangqi Fiat Hongyan Power Co., Ltd. (hereinafter referred to: Shangfihong) 10.00% equity; Up to purchase it in the way of paying cash, the upper red 9.04% stake.
The transaction price of the asset of the transaction target is 4.672 billion yuan. Specifically, the transaction price of 50% of the equity is approximately 1.138 billion yuan, and the transaction price of 100% equity in the upper red, the price of 3.03 billion yuan, the transaction price of 10% equity equity is 331 million yuan.
In addition, the program shows that this restructuring is proposed to raise the funds for no more than 2 billion yuan, and the funds are deducted from the cost of intermediary institutions and other related fees, it is intended to pay for the payment of this transaction cash, and the “smart factory” project and “” A new generation of smart cards project.
According to the current 8.16 yuan / shares, the total share capital of the Shangchai Shares will increase to 1404 million shares after the completion of the above equity delivery, and the SAIC will add 363 million shares, locking 36 months; Chongqing Electromechanical will add 1.74 Billion shares will become the second major shareholder of Shangchai Shares, lock 12 months. The controlled shareholders were the SAIC Group before and after this transaction. This transaction did not lead to changes in the control of listed companies.
According to the plan, the SAIC Group has signed the “Profit Forecasting Compensation Agreement”, and the SAIC Group agreed to the results of the final selection gain method as a pricing reference basis for 61.48% equity (including the SAIC holds. The 56.96% equity and the SAIC Group has been held by the upper and red 4.52% of the equivalent of 50% equity. (Ie, the SAG Group is indirectly affected by the EVIC) Holding a 30% interest in the upper, and the 61.48% equity, the “Performance Commitment Assets”) is 50% in the SAIC Group, and the 56.96% equity transferred to the company is registered with the company. The date of the three consecutive accounting years will be promised. From 2021 to 2023, the performance commitment of the asset profit forecast was 256 million yuan, 314 million yuan, 299 million yuan.
If you register from the previous shares to the day of the Yuechao Shares, the year-ended annual period will not reach the sum of the accumulated profit prediction as of the end of the current period, and the SAIC Group will go upwood shares. Compensate.
According to the preparation data, after the completion of this transaction, the total assets of Shangchao shares, business income, and net profit are greatly improved. The 2020 preparations were attributed to all net profit for the parent company, 773 million yuan, with an earnings of 0.55 yuan, an increase of 280%, 134%, respectively, more than the transaction. Shangchai Shares said that this restructuring is conducive to enhances the profitability of listed companies, thickening listed companies’ earnings per share.
Shangchai Shares also said that before this reorganization, the company’s main business is designed, produced and manufactured in internal combustion engine and power assembly. After this restructuring is completed, the company will work to build a new pattern of two major industrial sections of heavy trucks and diesel engines. The heavy truck business will be a platform to become commercially based on wholly-owned Holdings after the completion of this transaction. Head enterprises in the field of vehicle, diesel engine business will continue to provide technical leading products for domestic foreign cars, engineering machinery, agricultural machinery, small and medium-sized ships and generator sets customers.
According to the data, it is benefited from the Six replacement, the new infrastructure investment, and the domestic commercial vehicle and the engineering machinery industry have continued to rise. In this context, in 2020, Shangchai Shares sold 162,200 sets of diesel engines, high in history, a year-on-year increase of 69.33%. Shangchai Shares said that through this reorganization, the company will form a new pattern of two major industrial sections of heavy trucks and diesel engines. The company’s profitability and continuous operation capabilities will be further enhanced.
In recent years, in order to encourage state-owned enterprises to use the capital market to carry out capital operations, the central government has issued a number of policies. In the Shangchai reorganization plan, the Shanghai City and Chongqing Mechanical and Electrical Representative continued to cooperate with Chongqing. The program shows that this transaction has also actively responded to the requirements of the comprehensive reform of Shanghai, the requirements of the company, which is conducive to further stronger, excellent, be big, doing the listed company business, which is conducive to promoting listed companies to achieve high quality development, realizing state-owned assets. Increasing the value of.