On September 17th, Tianjin faw xiali Automobile Co., Ltd. (hereinafter referred to as "faw xiali") issued 15 announcements in succession, announcing major asset restructuring matters to investors. According to the Report on the Sale of Major Assets and Issuance of Shares to Purchase Assets and Raising Matching Funds and Related Party Transactions issued by faw xiali, the overall scheme of this transaction consists of four parts: free transfer of faw xiali shares, sale of major assets, issuance of shares to purchase assets and raising matching funds.
faw xiali's overall trading plan
As for the free transfer of shares, as of the date of signing the summary of the above report, FAW shares hold 761,427,612 in faw xiali? Shares, the shareholding ratio is? 47.73%。 FAW intends to hold faw xiali 697,62,651? Shares (accounting for the total share capital of faw xiali before this transaction? 43.73%) was transferred to Tiewu shares free of charge. After the completion of this free transfer, Tiewu shares hold faw xiali? 697,62,651? Shares (accounting for the total share capital of faw xiali before this transaction? 43.73%）。
with regard to the sale of major assets, faw xiali transferred all its assets and liabilities except the 17.5% equity of Xin 'an Insurance and the remaining input tax to Tianjin faw xiali Operation Management Co., Ltd. (hereinafter referred to as "Xiali Operation"), and faw xiali intends to sell 1% equity of Xiali Operation and 17.5% equity of Xin 'an Insurance to FAW.
In terms of issuing shares to purchase assets, faw xiali plans to issue shares to China Tiewu, Tiewu, Wuhu Changmao, Structural Adjustment Fund, ICBC Investment, Agricultural Bank Investment, Runnong Ruixing and Yidun Fund, and purchase 1% equity of China Railway Wusheng Technology and 1% equity of Tianjin Company and Tiewu Trade. The issue price of shares is 3.5 yuan/share, which is not less than 9% of the average trading price of the company's shares in the 2 trading days before the pricing benchmark date.
in terms of raising matching funds, faw xiali plans to raise matching funds from no more than 35 qualified specific investors, including Tiewu shares, through non-public offering of shares, with the total amount of matching funds not exceeding 1.6 billion yuan. Among them, Tiewu Co., Ltd., as the controlling shareholder of the listed company after the completion of this transaction, plans to subscribe for and raise matching funds totaling no more than 4 million yuan.
It is worth noting that after the completion of the asset sale and reorganization, it will also mean that faw xiali will formally bid farewell to the vehicle manufacturing and sales business, and its main business direction will be changed to the material supply chain management and rail operation and maintenance technical services oriented to the rail transit industry, as well as the manufacturing and integration services of engineering materials such as railway construction.
divesting faw xiali and speeding up the overall listing of FAW Group
faw xiali pointed out in the announcement that in recent years, due to the overall decline in automobile market sales, the national automobile product emission regulations are constantly tightening, and the company's products are affected by many factors such as brand weakening, positioning and configuration deviation, and weakening sales channels, the company's product sales continue to be sluggish, its operating conditions are poor, and its profits continue to decline. In 218, the net profit after deduction was-1.263 billion yuan.
In terms of production, since June 219, faw xiali's vehicle production has stagnated. In 219, the vehicle production was 1,186 vehicles, down 81.4% year-on-year; The sales volume was 4,23 vehicles, down 93.69% year-on-year.
In November p>219, faw xiali and Nanjing Bojun New Energy Automobile Co., Ltd. established a joint venture company (Tianjin Bojun Automobile Co., Ltd.). After the vehicle production qualification was transferred to the joint venture company in January 22, the listed companies no longer had the production qualification, and Junpai D6, D8, A5, A7, CX65 and other models were no longer produced.
faw xiali not only cooperated with Bojun, but also cooperated with Nanjing Zhixing (Baiteng Automobile) to sell its 1% equity of Huali Automobile in 1 yuan. However, Nanjing Zhixing also bears 8 million yuan in arrears of Huali Automobile and 54.62 million yuan in employee compensation. However, faw xiali pointed out in the announcement that the previous sale conditions were not fully met by the appraisal benchmark date (that is, the payment of Nanjing Zhixing has not reached 8%), so although the equity of Huali Automobile has been sold to the other party, the overall transaction has not been completed in essence. The daily profit and loss of Huali Automobile is still borne by faw xiali.
With the stagnation of Bojun and Baiteng's own operations, faw xiali's original plan to revitalize its operations by selling assets and equity has been greatly affected. Therefore, faw xiali also pointed out in the announcement that during the transition period of selling assets, it will still maintain a state of large losses.
As the only automobile enterprise among the six state-owned automobile groups that has not achieved the overall listing of the group, with the takeover of Tiewu shares in faw xiali, it is widely believed that FAW Group has divested its non-performing assets for the overall listing, and the listing has entered a critical stage.
This article comes from the author of Chejia, car home, and does not represent car home's standpoint.