On the evening of December 30, after more than two months of suspension, the merger plan of CSR and CNR was finally released on the last day of 2014. According to the above plan, China South Locomotive and China CNR will be merged into China CRRC, becoming a rail transit “super giant†with total assets of more than 300 billion yuan and annual revenue of more than 100 billion yuan.
The announcement shows that the merger plan is based on the merger of China South Locomotive Co., Ltd. and China CNR, that is, China South Locomotive Co., Ltd. issues all CSR A-shares to CSR All A-shares, and converts all H-shares to CNR The issuance of HRC shares of CSR and the proposed A shares will be applied for listing on the Shanghai Stock Exchange. The H shares to be issued will be listed for circulation on the Hong Kong Stock Exchange, and the A shares and H shares of CNR will be correspondingly Logout. After the merger, the new company will inherit and undertake all the assets, liabilities, business, personnel, contracts, qualifications and all other rights and obligations of CSR and CNR. Upon completion of the merger, the total share capital of the new company increased to approximately 27.29 billion shares. In the name of the new company after the merger, the Chinese name was initially drafted: China CRRC Co., Ltd.; Chinese abbreviation: CRRC.
According to public information, China South Locomotive's board of directors has 8 members and 9 senior executives. CNR has 7 board members and 9 senior executives. According to media reports, the leadership of the central enterprises is generally nine members, one of whom is a full-time Secretary of the Disciplinary Committee, generally from the outside. The North-South car currently has a total of 17 vice presidents and they will compete for the final 8 places, so internal competition is much more intense than external competition.
In this merger, A-shares and H-shares of China South Locomotive and China CNR intend to use the same conversion ratio for share conversion. The specific conversion ratio is 1:1.10, that is, each share of China CNR A shares can be exchanged for 1.10 shares. China South Locomotive A shares will be issued by CSR, and every 1 share of CNR H shares will be exchanged for 1.10 shares of China South Locomotive H shares issued by CSR. The market reference prices of CSR A-shares and H-shares are 5.63 yuan/share and 7.32 Hong Kong dollars/share respectively; the market reference prices of China CNR A-shares and H-shares are 5.92 yuan/share and 7.21 Hong Kong dollars/share respectively; according to these With reference price and combined with the aforementioned conversion ratio, CSR's A-share stock conversion price and H-share stock conversion price are determined to be 5.63 yuan/share and 7.32 Hong Kong dollars/share, respectively, CNR's A-share stock conversion price and H. The stock exchange price was determined to be 6.19 yuan/share and 8.05 Hong Kong dollar/share, respectively. The merger will give CSR's dissident shareholders and China CNR's dissident shareholders a cash option. Both China South Locomotive and CNR agreed to terminate their respective existing effective equity incentive plans by fulfilling appropriate procedures.
According to the data disclosed in the announcement, the registered capital of CSR is 13.803 billion yuan. As of September 30, 2014, its total assets (unaudited, the same below) were 150.912 billion yuan and the net assets were 49.98 billion yuan. The income was 84.89 billion yuan, the net profit attributable to shareholders of the parent company was 3.974 billion yuan, and there were 21 wholly-owned and holding-level subsidiaries (including 17 wholly-owned subsidiaries); the registered capital of CNR was 12.26 billion yuan. As of September 30, 2014, its total assets were 152.931 billion yuan, net assets were 49.174 billion yuan, operating income during the reporting period was 64.166 billion yuan, and net profit attributable to shareholders of the parent company was 3.958 billion yuan. There are 29 holding subsidiaries (including 21 wholly-owned subsidiaries).
This means that the newly born China CRRC will be a “super giant†with total assets of 303.843 billion yuan and net assets of 99.072 billion yuan. The annual operating income will reach 100 billion yuan, and the net profit will reach 10 billion. Yuan scale.
According to the announcement, the business scope and product types of the new company will increase significantly after the merger, and as the business segments of China South Locomotive and CNR are distributed in different geographical regions, involving more subsidiaries, further increasing the integration of internal organizational structure. Complexity; In addition, China South Locomotive and CNR have a complete staffing before the merger. After the merger, the new company needs to integrate personnel according to the new business and management structure, which may require a long process.
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