Subsequently, Shanghai SASAC tried to reorganize Huayuan. The scheme is that the former will transfer 30% of the shares of Shanghai Pharmaceutical Group (hereinafter referred to as Shanghai Pharmaceutical Group) to Huayuan, and Huayuan already holds 40% of the shares of Shanghai Pharmaceutical. After the equity transfer, the shareholding ratio will increase to 70%, thus occupying an absolute controlling position; In exchange, Shanghai State-owned Assets Supervision and Administration Commission (SASAC) and its holding enterprises will increase their shareholding in Huayuan Group to achieve absolute control. As a result, Huayuan Group will be transformed from a central enterprise into an enterprise under the jurisdiction of Shanghai State-owned Assets Supervision and Administration Commission.
In the end, this plan failed to get the approval of the State Council State-owned Assets Supervision and Administration Commission. The latter expects to increase its holdings of Huayuan with its own resources and reorganize Huayuan on the basis of further strengthening corporate control.
From June 5438 to 10, 2005, the State-owned Assets Supervision and Administration Commission (SASAC) decided that China Chengtong Holdings Co., Ltd., a platform for assets reorganization and capital operation of central enterprises, would come forward to reorganize Huayuan in crisis. Under the arrangement of SASAC, Chengtong plans to borrow 5 billion yuan from China Development Bank for restructuring. However, due to limited strength, Chengtong quickly withdrew. Just after the Spring Festival in 2006, the State Council State-owned Assets Supervision and Administration Commission (SASAC) changed its position and China Resources appeared. Compared with Chengtong, China Resources is not the first batch of two state-owned assets operating companies decided by the State Council SASAC, but its total assets are 10 times that of Chengtong, and it has an industrial structure matching Huayuan's main business of medicine and textile.
As a large central enterprise headquartered in Hong Kong, China Resources Group has total assets of HK$ 654.38+HK$ 40 million, and textile industry is one of its main businesses. Its subsidiary, China Resources Textile (Group) Co., Ltd. is engaged in the production and distribution of textiles and garments, which is complementary to Huayuan's textile sector.
In terms of medicine, China Resources has been trying to build a pharmaceutical group in recent years, and Huayuan Pharmaceutical is the target, especially Shanghai Pharmaceutical Group and Beijing Pharmaceutical Group, which are rare high-quality pharmaceutical assets in China.
On February 16, 2006, the board of directors of Huayuan Group finally agreed to the 70% restructuring plan of China Resources Holding Company; The next day, Huayuan coefficient listed companies announced the news one after another. From March 8 to September 25, 2006, 20 shareholders of Huayuan Group and Jinxia Investment Group (China) Co., Ltd. signed an equity transfer agreement to transfer their 965,438+0.662% equity to Jinxia Investment.
On1October 23rd, 2006, 165438+ Jinxia Investment signed the Equity Transfer Agreement with Huayuan Asset Management Co., Ltd., and Jinxia Investment transferred all its 9 1.662% equity of Huayuan Group and its 8.338% equity of Huayuan Group to Huayuan Assets.
June 30, 2006 165438+S Huayuanfa (600757. SH), S Huayuanfa (600094. SH), Chinese and western medicine (600842. Shanghai), San Yao Yuan (600656). Shanghai) and Kyle B shares (9000.
On June 5438+February 65438+February 9, 2006, China Resources Co., Ltd., the core enterprise of China Resources Group, acquired 50% equity of Beijing Pharmaceutical Group from Huayuan Life Industry Co., Ltd., a subsidiary of Huayuan Group, for 2 billion yuan. Beijing Pharmaceutical Group holds two listed companies: Shuanghe Pharmaceutical (600062. SH) and Wandong Medical (600055. Shh).
On June 5438+1October 65438+September, 2007, Huayuan announced that the change of shareholders of China Huayuan Group Co., Ltd. into the equity of Huayuan Asset Management Co., Ltd. was approved by the Ministry of Commerce.
After the equity transfer is completed, Huayuan Assets will hold 65,438+000% equity of Huayuan Group, and China China Resources Corporation will indirectly hold 70% equity of Huayuan Assets. According to the shareholding ratio agreed by both parties, China Resources Group and CDH will hold 70% and 30% of the equity of the restructured Xinhuayuan Group respectively, and the total assets of the brand-new "China Resources+Huayuan" portfolio will be close to 200 billion yuan. Huayuan Assets, the main body of this acquisition, is a limited liability company registered in the British Virgin Islands, engaged in investment holding business. The actual controller of the Company is China China Resources Corporation, and CDH Golden Elephant Co., Ltd. holds the remaining 30% of the shares of the Company. The actual controller of CDH Golden Elephant Co., Ltd. is CDH investment.
The operation idea of private equity fund is to make profits by operating the company's overseas listing. Judging from the arrangement of the acquisition subject, Huayuan Assets is an offshore company, which will lay a good foundation for the subsequent private financing and overseas listing of Huayuan Assets. The State Council SASAC finally locked in China Resources for several reasons. First of all, China Resources has strong financial strength; Secondly, China Resources and Huayuan have better industrial support, and both have pharmaceutical and textile enterprises; Furthermore, China Resources itself has a good corporate culture and management philosophy. In the past few years, China Resources has held high the banner of acquisition and made frequent efforts in power, medicine, chemicals, textiles, cement, retail and other industries. Backed by Hong Kong's capital market, China Resources has more advantages in corporate financing and integration. Therefore, China Resources should be better than Chengtong in terms of enterprise scale, industry association and capital operation experience.
Although China Resources' reorganization of Huayuan is not a market merger of China Resources, it is a merger directly promoted by the State Council SASAC. But for China Resources, this is a long-awaited opportunity to build a pharmaceutical industry platform. Since 2000, China Resources has entered the mainland pharmaceutical industry for acquisition. However, compared with beer and real estate acquisition, China Resources' acquisition of medicine is full of troubles. In 2005, China Resources sold the equity of Yunyao for 290 million yuan, and withdrew from the competition for controlling stake in Yunyao. Prior to this, China Resources also withdrew from the acquisition of Northeast Pharmaceutical, Shandong Lu Kang, Shanghai Pharmaceutical Group and North China Pharmaceutical, and China Resources, which is committed to the pharmaceutical industry, often missed out. Until the end of 2005, with the successful holding of Dong 'e Ejiao, China Resources finally had its own base in the pharmaceutical industry.
The reorganization of China Resources may integrate the medical resources of both sides, which will be an opportunity for China Resources to build a pharmaceutical aircraft carrier, and Shanghai Pharmaceutical Group and Beijing Pharmaceutical Group are likely to become two platforms for China Resources to build a pharmaceutical industry in the north and south. The territory of China Resources has also expanded from the original three fields of manufacturing and distribution of consumer goods, real estate, infrastructure and public utilities to finance, medicine and textiles. With the dust of Huayuan's equity acquisition settled, the integration curtain of Huayuan Group is about to open.
On June 5438+065438+1October 14, 2006, China resources group announced the first management change since it entered Huayuan group. Xinhua Yuan will implement the dual-president system for the first time, and Yan Biao, director of China Resources Group, and Jason, former president of Huayuan Group, will serve as the presidents of Xinhua Yuan at the same time. As the first dual-president system in the history of central enterprises, Yan Biao is responsible for the investment of the group and Jason is responsible for the specific operation of the group. At the same time, Qiao Shibo, Vice President of China Resources Group, served as Party Secretary and CEO of Huayuan Group, and Wei Bin, Vice President of Finance of China Resources Group, served as Chief Financial Officer of Huayuan Group. Enterprise Development Department of China Resources Group, former vice president of Huayuan Group, Ji Ren, vice president of Huayuan Group.
2007 will be a crucial year for Huayuan Group to implement its strategic restructuring plan. Debt restructuring and turning losses into profits are two core tasks throughout the year. China Resources intends to integrate Huayuan from the following aspects:
First, we must do everything possible to promote debt restructuring and resolve the debt crisis.
The second is to carry out management reform, establish a flat organizational system, pay full attention to business, and the profit center should fully implement the 6S management system.
Third, continue to build a medical platform, and integrate the business development platforms of high-quality medical resources within Huayuan, existing medical resources of China Resources, other medical resources of central enterprises and other domestic high-quality medical resources.
Fourthly, according to the unified strategy of China Resources Group, the textile industry will be integrated with China Resources Textile. Give active support and protection to well-run textile enterprises.
Fifth, actively and steadily withdraw from non-main businesses and assets. For assets or enterprises that are difficult to enhance their value through restructuring, they should be disposed of by means of sale, equity (property right) transfer, liquidation, merger, division, debt restructuring, bankruptcy, etc., so as to realize orderly exit.
Sixth, strengthen team building and cultivate a culture of performance and integrity. Treat customers with integrity, treat employees with integrity, treat shareholders with integrity, and rebuild Huayuan's good image.
Seventh, strive to maintain stability. Stability is an important task for managers at all levels of the group, party committees and trade unions at all levels of enterprises. All enterprises should fully rely on the local government and relevant departments to maintain the stability and development of enterprises.