On January 19, 2015, for the most people, this is a black Monday. Finished by the end of the day, the Shanghai composite index fell by 6.94%, the shenzhen component index fell by 5.98%. The two cities 1999 stocks fell, 158 stocks fell.
Which is the day, China south locomotive co., LTD. (hereinafter referred to as "CSR") and China north car co., LTD. (hereinafter referred to as "CNR") also ended on January 4, rising since the resumption of merger plan announcement, closing at 3 PM and China south locomotive fell 0.31 yuan, fell by 2.51%, China north fell 0.78 yuan, fell by 5.92%.
On December 30, 2014, CSR and CNR announcement at the same time, both sides of the merger will use CSR to absorb CNR manner.
Although the two companies fall in the capital market is not outstanding, but it has made a lot of people has a doubt on the north and south car whether merger smoothly - merger announcement issued more than 20 days, the two companies for the merger between doesn't seem to be too big.
This is not unfounded, the previous week, time weekly reporter to CSR tower in haidian district, and explore the China north tower that is located in fengtai district. The two companies seem calm, each work in orderly.
For merger between China southern railway authorities said the follow-up work in progress, but the specific how to operate the need waiting, he told time weekly reporter, at present they have strict discipline, all the news is given priority to with the announcement. But when it comes to CSR merge CNR and CSR stocks continue to rise, the person some quite proudly said, this is because everyone is bullish on CSR.
In the past 20 days, China south locomotive and rolling stock rose from 5.8 yuan to 12.05 yuan, CNR rose from 6.45 yuan to 6.45 yuan, rose by more than 100%.
Time weekly reporter news from reliable sources indicate that merger does not make the relationship between CSR and CNR, two enterprise high-level to car group's management positions are in a competitive situation, "high-level competitive position, why why, under the overseas target price war, especially in the domestic, and intensifying trend." A spoke on condition of anonymity, the sources said CNR is fairly for incorporated into China southern railway unconvinced.
Otherwise is pointed out that the merger plan, the swells of the civil car has reached the higher leadership. A person close to the car, the sources said the current merger involving north and south car's internal situation, the overall framework, has fully identified the personnel changes, poor execution link. "Chairman of the board of directors and other core management team has been basically established, because of the listed companies involved, so official documents issued by going after the lunar New Year." He explained, the central government practices is not have the too big movement by the end of the year, Chinese New Year the two sessions will be crucial for a lot of the core issues, so the civil car merge things are more likely to become a pilot.
The car fall to the ground
According to CSR and CNR's announcement, the north and the south car merger, the mode of operation is: CSR to all the shareholders of a-shares in China north issuing CSR class A shares, H shares issued in shareholder south to the north car car H shares, CNR will be cancelled A shares and H shares.
A shares and H shares of the specific share exchange ratio is 1.1, which is 1 north car for 1.1 shares in CSR. Announcement, said the share swap ratio on each side for the first time 20 trading days before the announcement of the decision of the board of directors of transaction price as market reference basis, considering historical factors such as stock price, operating performance, market scale, fair negotiation by both parties.
Said, a first step for the name of the new company car co., LTD. "in China" (hereinafter referred to as "car in the company"), the total share capital of 27.29 billion shares, CSR group (and its affiliated companies) and north (and its subordinate company) holding 28.9% and 27.0% respectively. South and north car group are wholly owned by the state-owned assets supervision and administration commission of the state council.
Merger by the state-owned assets supervision and administration commission, securities regulatory commission after the approval of relevant departments, the car company will inherit and carry on CSR and CNR all the assets, liabilities, business, personnel qualification, contract, and all other rights and obligations of the two companies will continue to operate independently before the deal was done.
Public data show that in 2013, according to the civil car sales data calculation, a merger of car companies in the annual income of nearly 200 billion yuan, including high-speed emu income can reach 44 billion yuan, is ahead of Germany's Siemens, France's alstom and Canada's bombardier major international competition.
The media commented that the merger of the civil car, means that the enterprise group of state-owned assets supervision and administration commission of the state council from 112 to 111, also means the birth of a world class rail transit equipment big MAC.
But there are also people who believe that the car after the merger would destroy the domestic market competition situation, cause the dominance, which is formed the so-called monopoly.
Economists Song Qinghui said in an interview with time weekly reporter, CSR north merged to release one of the most important positive signal, is senior to adjust to the state-owned assets, to promote other state-owned enterprises restructuring demonstration effect. Although two cars merger is the trend of The Times, but there are still negative effects. South car north of merger is a kind of change the behavior of the market structure, combining cause market is highly concentrated, will form the market monopoly.
Chinese academy of engineering academician wang to time weekly, the merger is to the north and the south car monopoly, especially technical monopoly. China's high-speed rail technology now, he says, is a world leading position, after the merger, won't cause a loss of technology. Wang said that the merger between the north and the south car there is another important reason is that the foreign competition between the two cars in the future does not exist, "before the car's overseas competition have a large part of the energy used in the networking, running on the way, each other to crack down on the price, later we won't have these problems."
Wang is decades old railway, for the merger of the civil car, he has a positive attitude, in his view, the car would not have should be separate, "affect the development of the country".
The indications are that the merger of CSR and CNR is not unexpected.
Some say that it the car after the merger, will produce very big effect on iron general locomotive bidding, so the total iron in merger between the north and the south's attitude is strongly against, wang don't agree with this statement, he thinks the civil car merged into the group for total iron is actually a good thing, is a domestic locomotive manufacturers, then buy locomotive big don't have to adopt the way of bidding, can be directly in the specified group.
Wang said that before for iron recovery of total orders and place orders, intercity railway north-south interacting with each other, vicious competition events, "after the merger, both sides need to negotiate only what type, how much is the price when the completed project and other issues, it also can avoid a lot of corruption caused by rob single." Beijing jiaotong university professor zhao also agree with this statement. He told the time weekly analysis, at present both in the domestic market, and overseas market, project bidding are the units as the main body of the car, after the merger, competition between units is still there.
Who quoted a railway industry analysis, the north and the south car merger is like the railway part demolition, little impact to the industry, because the car is the owner of the biggest iron and total iron bidding objects) is a subsidiary of the car.
Zhao said, "the car after the merger, in overseas projects bidding, the car group will have a unified coordination, this can completely avoid the vicious competition". Now, he thought, the civil car spending on technology research and development are very few, less than 5% of revenue, combined to focus on research and development, high iron core technology breakthrough.
High-level competition does not exist?
CSR and CNR's announcement shows that the two sides should follow "merger of equals, future-oriented, standard operation" principle. "Merger of equals" is the key word, which means that merger is not dominated by any other party. In two size, revenue, profits, the size of two indicators such as enterprise, how to carry out specific business integration and personnel arrangement, has become the focus of the industry.
What is undeniable is that the merger of the civil car be specific to the operating level of integration, indeed, there are many difficulties need to be solved. The car after the merger plan, many people questioned, the car is large, one from the top, the organization structure has great changes to the personnel adjustment, these problems will be resolved once the bad, will become the civil car after the merger.
Cic advisory transportation sector, "said researcher jian-ming CAI, equity adjustment, personnel, financial integration, market integration, and many other details of sex work must be carefully carried out, the car is not a simple enterprise integration, two subsidiaries can effective docking is the key. After all, the top state adjustment will again test the department concerned and the macro economy, state-owned enterprises, and to the trend of the real economy ability and practical ability.
As well as media Revelations, now the merger between the north and the south car has no movement, because two senior management positions in the competition of enterprise, after all the dust settles, just may formally merged.
Some scholars believe that in the short term, the car after the merger of the first problem is how to arrange the management, how to unify the enterprise management, how to accomplish fair, justice on this issue.
While some executives believe that the civil car merger subsequent personnel arrangement is the key and difficult point for integration, the first is equipped with a senior executive group headquarters. Because both companies are involved in the operation of the two aspects, namely the group level and the level of listed companies, organization complex, to determine the leadership is the primary difficulty.
A person close to the north and the south car sources told time weekly reporter, how to merge between the two companies, the market level will not have too much of a problem, is the administrative level is difficult, "this is a difficult problem, is to conquer the first." Said the problems in the capital market, he says, basic is zero, because this time the car after the resumption of the capital market is the large private-equity funds are doing, and policy and company level there is no relationship, "the civil car stock from checking up many harden board, is a banker in their operations."
Wang told time weekly reporter, as far as he knew, in the car group leadership is state-owned assets supervision and administration commission appointed, do not exist in the leadership of the two enterprises competition. Determine the "leadership, what other things are all well."
According to wang, the top leaders from the group in the car is not produced in the north and south car existing senior, but is determined directly by the state-owned assets supervision and administration, is the so-called "airborne".
And multiple sources after cross comparison results show that the state-owned assets supervision and administration may determine two candidate for car group in the top, two people were between the ages of 50-60. Is the chairman, from the state-owned assets supervision and administration commission, or select enterprise management experience in the development and reform commission (NDRC), the other was the deputy, as the standard for the young, energetic and aggressive.
A wave of comeback
Matter of the merger has not yet have the final results, the car but with insider trading again caused wide attention.
According to CSR and CNR in post merger plans disclosed when "the transaction for the sale of shares of listed companies related personnel inspection situation", according to the chairman of China north Cui Dianguo suspended in half A year before buying CSR a-share 15000 shares, the average price of 5.14 yuan, the total selling CSR a-share 50000 shares, the average price of 5.96 yuan. CNR xi guohua, President [1.28%] total buying CSR a-share 19200 shares, the average price of 4.17 yuan, the spouse has bought CSR a-share 15000 shares, the average price of 4.19 yuan, the total selling CSR a-share 25000 shares, the average price of 5.98 yuan. CNR capital minister YanDeJia buy CSR a-share 15000 shares, the average price of 4.42 yuan, the spouse has bought CSR a-share 15000 shares, the average price of 4.43 yuan.
After this information was disclosed by the media, on January 13th evening, CSR and CNR both announcement again, denied that the behavior of the insider trading.
CSR statement said: "the company directors, supervisors and senior management personnel did not buy and sell the company and/or during the verification CNR stock."
For relevant personnel involved buying and selling behavior, CSR said was "based on their judgment on the securities market, industry and the company and/or China north for stock investment value judgment, is purely personal investment behavior, and the restructuring relationship does not exist".
And CNR announcement explained in detail the behavior related to the company related to the internal and external personnel to sell stock, on the basis of the details of the final conclusions are drawn, which is involved in is not aware of restructuring related information to buy and sell stocks, and this behavior is based on the analysis of the value investment and their own judgment, and associated with restructuring does not exist.
Song Qinghui pointed out that the two nearly 30 senior executives of listed companies and their families in suspension in the first half year, and frequently buy and sell their stock or other company. Though the car executives say to buy shares purely "individual investment behavior," but others suspected "insider trading".
In recent years, the securities and futures commission for restructuring the insider trading regulation is very strict, this kind of circumstance is suspected of insider trading, mainly to see whether they have been merged when buying stock information, if it's acertained that insider trading exists, the merger will be terminated. "Based on experience judgement, the CSRC is expected to related department is investigating the volume and frequency of the stock, whether to buy the shares of the company before and other relevant information, in the end remains to be regulatory investigation." Song Qinghui said.
"If it really is insider trading and verified can be merged, but everything need to wait for the securities and futures commission." The source said.
Who is the next car
The sources said, have combined the car in the field of state has caused great repercussions. Interview, the person with "jittery, subservient" to describe the reaction of other state, and has repeatedly stressed the two words with very properly, "it can be said that the event has been fermented, now the core of every state regulators are worried that their companies will be the next to the north and south." He said, this is also the civil car merger announcement issued more than half a month without an important cause of movement. He said firmly, consolidation will continue, "the car is the first pilot, but absolutely will not be the last one pilot."
Business leaders fear merge it's understandable. After all, merge changes not only is the core leadership of office, also means that the enterprise in the position of the real economy in China will also change, and this change is good or bad, it is uncertain.
Song Qinghui also think that the car the merger of the involved group and two levels of listed companies, the most difficult issues of the personnel arrangement, need to properly handle step by step.
Song Qinghui said a merger between the two groups need to obtain approval from the relevant departments under the state council, and the state administration for industry and commerce and the Hong Kong companies registry for registration, two cars merger is national strategic behavior, there is no fundamental difficulties.
CSR and CNR released in late December 30, 2014 merger plan, not surprisingly, merger will be officially completed in half a year. Integration progress faster than expected, about three months to complete.
Jian-ming CAI is that as long as the core management changes in place effective development, clear enterprise development strategy, business integration, the merger of the civil car won't appear too much negative impact, the relevant state departments need to adjust financial supervision, equity integration, business work supervision and good, if there is loss of state-owned assets, illegal trading, corruption and other problems are severe.
Wang said that the future may have more state companies are merged, "state-owned enterprises merger is a big trend."
In the original title: state-owned enterprises merge the curtain open: car be born who is under a north and south