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Four years ago, Dongfeng achieved its overall listing in Hong Kong. One year later, SAIC also successfully implemented the overall listing with its own parts and components companies, and then the two companies took a rapid expansion and development. However, FAW Group, which is the “first son of the Republicâ€, has been relatively slow to go public. In March 2006, FAW only expressed its wish for an overall listing. The next two years, China's stock market, auto market all the way up, the external environment is a thriving trend. Unfortunately, FAW failed to catch up with the “swim†of the stock market for various reasons. Now, facing the outside world's speculation on the overall listing of FAW, FAW has given a "temporary overall listing" answer. What kind of ambiguity is behind this?
Puzzle 1: The Way of Listing
"This year is basically impossible." Recently, according to rumors of the overall listing of FAW, Guoxin Junan auto analyst Zhang Xin believes that after FAW issued a clarification announcement, it will not be listed this year.
However, the tree is quiet and windy. As far as the inside of FAW is concerned with listing, it is still speculated about its listing.
Finding the right time
In 2005, Dongfeng Motor Group made an overall IPO in Hong Kong; in 2006, SAIC Motor made a general listing through Shanghai Automotive. Subsequently, both companies have achieved rapid development.
Last year, the sales of FAW, SAIC, and Dongfeng were 1.53 million, 1.72 million, and 1.32 million, respectively. The sales growth of the three companies was 6.75%, 10.72%, and 16.12%, respectively. Faced with SAIC's lead and Dongfeng's hot pursuit, FAW pressure as "the eldest son of the Republic" is self-evident. Although FAW Group has four A-share listed companies, the asset securitization rate is not high.
“At that time, the two major auto groups were almost started with both SAIC Motor and Dongfeng Motor Group. Although the other two companies encountered some difficulties, they finally achieved the listing. However, the overall listing of FAW Group has not made any progress.†An understanding of FAW listing Insider revealed.
It is understood that in 2007, the names of FAW Group have been listed in the list of 30 listed companies that have been listed by the SASAC. According to the SASAC plan, the time for the 30 companies to complete the overall listing should be before 2010.
In the face of this year’s auto market in China, FAW once again caused the listing to be stranded due to coaching changes and internal adjustments.
"Actually, FAW is not in a hurry to go public. It is understood that a large domestic bank has specially prepared 10 billion yuan for FAW. As long as FAW needs it, it can lend to it at any time." Zhang Xin told reporters, "Whether we choose to go public next year depends on Timing, FAW can't just think of selling a good price for itself, but also responsible for the stock market and the market."
"Package" or "split"
In fact, regarding the overall listing of FAW, people are most concerned about how to go public, namely "packaged listing" or "split listing."
Since then, Yan Yanfeng has clearly stated that the overall listing is an effective way for FAW Group to integrate its assets and raise its own brand development funds. Therefore, outsiders believe that FAW will most likely pack assets into FAW Cars.
However, due to the problems involved in FAW Xiali in this program, it was interfered from Tianjin. Because Tianjin is concerned that once FAW Group is listed as a whole, FAW Xiali is merged with FAW Car, which has affected the development of the Tianjin auto industry.
“Later, FAW began to consider splitting the listing, that is, to inject different assets into different listed companies, and ultimately achieve overall listing.†Zhang Xin, who once gave advice to FAW listing, told reporters, “We give FAW the idea is to Xiali added additional shares to the platform to achieve overall listing."
“Because, if you peel off Xiali, FAW will lose Xiali’s sales. Compared with Dongfeng, FAW will have more than 200,000 Dongfeng vehicles that have become more or less the same as Dongfeng. Once Xiali is gone, FAW Toyota will also Because FAW Toyota had a 30% stake in Xiali, and FAW Group had only 20% of its shares, this way FAW Group will lose about 300,000 more FAW Toyota’s sales. In total, FAW will lose about 50 With sales of 10,000, FAW now sells about 1.5 million vehicles, and if it loses 500,000 vehicles, it will only have 1 million sales. Now Changan and BAIC are almost in this area. In this way, FAW is likely to have even four major cities. Can not be considered." Zhang Xin explained, "At that time, they also recognized this program."
Conundrum 2: Self-branding is difficult
“The group clearly stated that it must concentrate its resources on the internal resources and make its own brand.†Recently, this phrase has appeared frequently in various media and is well-known to everyone, but FAW's overall listing has always remained in the “adjustment preparation†and “observationâ€. The timing of the state.
After the Shanghai Auto Show, this situation has changed. Some actions by FAW have made people see the “total listing†is not far off.
"From the Shanghai Auto Show to the Changchun Motor Show, the FAW Group's own brand lineup is a separate debut, which also marks the official opening of FAW's own brand integration." Changchun Auto Show Deputy General Manager Xu Xianping said.
Then on July 15th, at the Tianjin FAW New Xiali and New Power Atlas naming conference, Xu Jianyi and Xu Xianping FAW executives took Tianjin FAW management's debut to jointly unveil the Xiali N5 and Vizier V1. Xiali, known as the national car, will bid farewell to the brand logo that has been used for many years, and will be replaced by the traditional logo of FAW Group.
Needless to say, an important goal of the overall listing of FAW is to develop its own brand through funds obtained in the securities market. However, the listing needs to clarify the assets, which are incorporated into the listed company, and which are excluded, and the relationship between the independent brands also needs to be streamlined.
At present, there are many brands such as Hongqi, Xiali, Pentium, and FAW Senya under the banner of FAW, while commercial vehicles also have liberation brands (including liberating Converse, Jiefang J4R, and Jiefang Sailong ) . Last year, Red Flag and Pentium achieved on-grid sales, but there was still a long distance from Xu Jianyi's goal of “consolidating its own brands with large networksâ€. This year, the news that Xiali and Pentium were on the grid was also frequently reported. The media generally believe that Xiali is also likely to be integrated into the Pentium and Red Flag networks.
However, the grid connection is only the first step. In fact, FAW is likely to unify its own brand resources in R&D, procurement, and marketing to create a “big-owned brand†structure. Jinxu Long, head of mini vehicle research and development department of FAW Group Technology Center, told the media that at present, FAW Group’s own brands have formed five R&D departments: the truck department, the car department, the red flag department, the mini vehicle department, and the passenger vehicle department. Hu Hanjie, the new general manager of FAW Jilin, also revealed that in the future, FAW trucks and buses will still be sold separately on the Internet. Hongqi, Pentium will be connected to the grid, Pentium in some areas, and Xiali sales will be on-grid. In some areas, mini vehicles and Xiali will be sold online.
The above series of actions show that FAW's self-owned brands have accelerated their pace of co-ordination, but since their respective main brands belong to different subsidiaries, some of which are listed companies, and Xiali also involves the interests of Tianjin, FAW wants to achieve “big The "self-owned" dream still needs to break through multiple interests.
Problem 3: How to evaluate the joint venture assets
As the saying goes, there can be no wind without waves, and the overall listing of FAW is really a “failure� Citing analysts, he said: "The overall listing of FAW Group is the trend of the times, but the time is not yet ripe." Then, where is the "card" of FAW's overall listing?
"An important reason for the overall slowdown in the listing of FAW is that there is a problem with the valuation of the joint venture company represented by FAW-Volkswagen. There is no agreed valuation pricing strategy and the fair value is difficult to calculate." Insider of FAW Group disclosed to the media. The different considerations and starting points of Chinese and foreign capital make it difficult to assess the progress of assets.
“Joint venture assets are the strongest profitability of FAW Group’s unlisted assets. For the market, if this piece cannot be incorporated into a listed company, the charm of FAW will not be reflected.†An industry source told reporters “But the problem now is that even if only this part of the equity held by the Chinese company is incorporated into a listed company, it also needs the nod of foreign shareholders. This is related to the long-term game of interests between Chinese and foreign investors.â€
In fact, not only FAW Group, GAC Group also encountered the same problem when it wanted to achieve overall listing. From 2002 to the present, the overall listing of GAC has not been settled. It has a lot to do with the attitude of the joint venture. The Japanese side believes that it cannot obtain any benefit from the listing of the joint venture. Therefore, the overall listing of GAC will not be affected. negative.
At present, the joint venture assets of FAW Group mainly include three major parts: the joint venture assets with Germany Volkswagen, the joint venture assets with Toyota of Japan, and the joint venture assets with Mazda of Japan. The importance of these joint venture assets for FAW Group can be seen from the following data. Take FAW-Volkswagen and FAW Toyota as examples. In 2008, FAW Group's total vehicle sales were 1.533 million, of which FAW-Volkswagen and FAW Toyota had sales of 513,000 and 366,000, respectively, accounting for 33.5% and 23.9%, and in terms of profit, both contributed approximately 70% of the group's profits.
However, "With China's desire for listing to be different, in the eyes of foreign shareholders, the listing of Chinese equity assets of joint venture assets will involve the sensitive issue of future disclosure of listed companies' information. Moreover, after the overall listing, the Chinese stock is dispersed, ie, There is more interest in participating in joint ventures and decision making becomes more complicated. These are not what foreign shareholders want to see.
It is understood that when the SAIC Group was listed as a whole, it encountered a lot of resistance in the German public. For FAW Group, similar issues are more complicated than other automobile groups. Because Volkswagen, Toyota, and Mazda have joint ventures with FAW Group and other domestic auto companies also have a complex joint venture and cooperation. Due to the constraints of foreign investment forms, investment proportions, and investment scales of automobile industry policies, these foreign-funded enterprises can only rely on their cooperation with different domestic car companies to form a boxing stance to check each other's cooperation partners and seek their own. Maximize the benefits. This virtually brought more interest disputes to FAW Group. It is difficult to balance and harmonize the relations among the public, Toyota, and Mazda, and to occupy a commanding height in terms of power and interests through joint venture and cooperation.
Problem 4: Mystery of Personnel Management
Since FAW Toyota and FAW Jilin, FAW Group personnel changes have also begun. It is understood that the standing committee of the FAW Group Party Committee has recently determined that An Tiecheng, general manager of FAW-Volkswagen, Wang Gang, general manager of Tianjin FAW Xiali Co., Ltd. and Zhang Qijie, general manager of FAW Car Co., Ltd., will serve as reserve candidates for the deputy general managers of FAW Group.
According to media reports, this change is still in a secrecy stage. Whoever can be promoted and when he is promoted can only be determined after the public announcement is over. The reporter interviewed FAW Group spokesperson Gao Qing on this issue and he refused to answer this question.
When the rumors of the overall listing of FAW Group were buzzing, another change in personnel caused the outside world to have a lot of questions: FAW Group’s existing Teng Tieqi, Jin Yi, Qin Huanming, Wu Shaoming, Dong Chunbo, Sun Guowu and Xu Xianping Several of the deputy general managers have not yet reached their term of office. Why did they put An Tiecheng, Wang Gang and Zhang Yujie as backup candidates for the deputy general managers of FAW Group at this time? This change is not related to the overall listing of FAW. Does this mean that FAW has taken a crucial step in its overall listing?
Although insiders of FAW Group claimed that this matter is a normal personnel adjustment and training program for reserve cadres, it is inevitable that the series of personnel changes and three special candidates experienced in this year's FAW Group will be associated. many.
It is understood that An Tiecheng has been the head of Planning Department of Any Group and participated in the development of the independent brand development strategy of FAW; Wang Gang is the assistant to the general manager of FAW Group Corporation, the general manager of Tianjin FAW Xiali Automobile Co., Ltd. and the party committee of FAW Tianjin Branch Secretary of the three positions, and once the preparatory group leader of the Auto Toyota (Tianjin) Automobile Co., Ltd. and the executive deputy general manager of Tianjin FAW Toyota Motor Co., Ltd.; Zhang Jiejie once worked in the FAW Group Finance Department, FAW Import and Export Corporation.
As the joint venture company, listed company, and the person in charge of FAW's own brand car companies, the above-mentioned three people are very familiar with FAW's own brand development and overall listing strategy.
It is easy to understand that if FAW is successfully listed, it will certainly need to set up a new stock company. So, boldly speculating, will these three people be the candidates for the general manager or deputy general manager of the listed company?
Problem 5: How to Dispose of Continuing Assets
“Listing is not a difficult task for state-owned enterprises, but it needs to deal with the problem of existing assets.†This is the beginning of the overall listing of FAW Group, and Yan Yanfeng’s judgments and views on the “difficulties†in the listing process.
Today, this issue still plagues the overall listing of FAW.
According to media reports, there is an operational difficulty in the FAW-listed plan, that is, how to define and dispose of the “supplying assets†issue because it will involve the interests of the original management and employees.
In recent years, overall listing is the strategic choice of most central enterprises. Many companies use the overall listing of main business assets as a means for the overall listing of the group. The overall listing of main business assets will enable the integration of assets and personnel of all main business operations of the Group into listed companies, leaving the historical burden of the listed companies and the social functions of the enterprises to be separated from the listed companies.
"Such as enterprises running schools, veteran cadre activity centers, and 'three industries' and other assets that need to be divested are not willing to pay for them," said Zhang Xin, analyst at Guotai Junan Automobile Industry. "This requires companies to handle all aspects before the overall listing." Relationship."
It is understood that many of the surviving companies are still bad assets with low profitability, lack of market competitiveness, and the inability to integrate listed assets in the future. According to the concept of main and auxiliary businesses, after the main business assets are listed as a whole, the surviving companies are already equated with the subsidiary businesses of the group companies and can basically be classified into two types of assets: one is for enterprises to carry out social functions, and the other is for auxiliary businesses. Assets (non-core assets, effective assets for closing bankruptcies, idle assets).
“The core assets have been put on the market. What should other assets do? For example, the family’s valuable items are taken out for sale. What about the remaining bottles? A refrigerator can sell for 5,000 yuan. Bottles and cans can sell for 50 yuan. These things must be arranged.†Yan Yanfeng said at the time, “We must adhere to a good modern enterprise system, but also to ensure that companies maintain healthy development.â€
Just trying to coordinate the relationship between the various sections is far from simple.
Puzzle six: A shares or H shares?
At the end of 2005, Dongfeng Automobile was finally listed on the Hong Kong Stock Exchange. Dongfeng Motor listed less than 4 billion Hong Kong dollars raised funds, the issue price of 1.6 yuan per share. In 2006, SAIC Group injected its premium assets into Shanghai Automotive, which raised more than 19 billion yuan through additional stock offerings.
Does FAW's overall listing choose A shares or H shares?
Recently, media reports have reported that UBS has replaced China Gold as the overall underwriter of FAW. Therefore, many people inferred that FAW will be the first A-share listed company, and put forward a few advantages of landing A shares:
First of all, FAW's existing 4 stocks are all listed in the domestic market. FAW, whether it is backdoor FAW Car or FAW Xiali, is more convenient. Secondly, the overall listing of FAW belongs to the reform of state-owned enterprises encouraged by the state's policies, and the approval of A-share listing will be quicker.
However, some people think that FAW's choice of H shares is more favorable. Cao He, chief auto analyst at National Securities, believes that the Chinese auto market is one of the world's leading companies. The FAW Group is also the most important auto group in China. The timing for the listing of H shares is good. "If FAW makes public offerings in H-shares, it may delay for some time, but the listing of H-shares can provide companies with a wider range of international reputations, and H-share listings are obviously much more convenient for raising capital for future international operations."
His opinion is not unreasonable. This year, the important reason why China National Heavy Duty Truck Co., Ltd. obtained the favor of Mann is that Sinotruk's listing in Hong Kong stocks and the connection with overseas capital are relatively easy. The reason why Dongfeng was not ideal for the year was mainly due to the short-term downturn in the domestic auto market, and the fact that FAW's listing in Hong Kong was likely to attract the attention of many overseas capitals in the moment when China’s auto market is thriving.
The bolder idea is A+H, and even news that UBS Securities has a team in the United States at the moment, mainly for the operation of A shares and H shares of FAW Group.
A shares are listed more quickly, but the current market turmoil; H shares have broad prospects, but the market is slow. FAW's choices are worth looking forward to.
Problem 7: Local interests are difficult to coordinate
FAW's desire to achieve overall listing seems to be an "open secret", but the question is what kind of way FAW will achieve "overall listing"?
At present, there are four listed companies under the FAW Group: FAW Car, FAW Xiali, Changchun FAW Fuwei Auto Parts Co., Ltd., and Qiming Information Technology Co., Ltd. FAW Car is 53% owned by FAW Group. It is a manufacturing and sales base for Red Flag, Pentium's high-end self-owned brands and Mazda's joint venture brands. FAW Xiali has 47.73% of shares held by FAW Group and 31.82% of shares held by Tianjin Automobile Industry Group. It is mainly engaged in the production and sales of Xiali's low-end self-owned brands and 30% of its shares in FAW-Toyota JV (another 20% stake in FAW-Toyota). It is held by FAW Group as the main source of profit. FAW-Fuwei Group holds 20.14% of shares by FAW Group and 8.73% shares of Changchun FAW Sihuan Group Co., Ltd.. It is a parts and components manufacturer and engages in the business of auto steel wheels, carriages and modified cars. The main supporting customers are FAW Jiefanghe FAW. -public. Qiming Information is held by FAW Group with a share of 50.76%. It is a high-tech enterprise specializing in IT products and services in the automotive industry.
It is understood that the total share capital of FAW-Fuwei only more than 2 billion, the shell is very small, FAW holdings is also very low, obviously, FAW is unlikely to use it to achieve overall listing. One of the ideal overall listing plans around FAW Car and FAW Xiali is to first load FAW Cars with all the assets (except FAW Xiali and FAW Toyota) that are not listed under the FAW Group and will be included in the overall listing scope; Then put 20% of the shares of FAW Toyota Motor held by FAW Group into FAW Xiali, at the same time, allocated 32% of the shares of FAW Xiali held by Tianqi Group to FAW Group; finally, the convertible merger of FAW Car and FAW Xiali was realized.
One major problem with this proposal is Tianjin's recognition of this approach. FAW Xiali and FAW Cars are under the jurisdiction of Tianjin and Changchun respectively. Putting the listed company's assets originally owned by Tianjin into the listed company in Changchun will undoubtedly affect the local government. The government's interests.
"The automobile industry itself belongs to the pillar industries of the local economy. The FAW Xiali problem is related to local GDP, taxation and other factors. Therefore, Tianjin certainly hopes to retain the independent legal status of FAW Xiali," said an industry analyst.
However, assuming that FAW Cars does not adopt the plan to incorporate FAW Xiali, she will set aside FAW Xiali. As a result, FAW Toyota is in an awkward situation, because the flag of Xiali holds a 30% stake in FAW Toyota. If FAW Xiali is excluded from the overall framework, FAW will never be able to abandon FAW Toyota as an important joint venture.
Recently, there have been rumors that Tianqi Group is approaching Geely alone to achieve cooperation, including possible plans: Tianqi Group will introduce Geely's new car, the two sides will jointly establish a new company, and Geely will stay in Tianjin to activate the local spare parts industry. The reasons behind this are the reorganization of Tianqi Group and FAW. The local parts manufacturers that originally had a good upstream and downstream relationship with FAW Xiali were snatched away by the parts companies of FAW Group. The entire industry was frustrated and FAW Xiali was added. Two years of deteriorating revenue and earnings, and losses, Tianjin has the idea of ​​revitalizing the Tianjin automobile industry.
Therefore, regardless of what kind of approach is adopted, the coordination of the interests of local governments is a problem that FAW Group has to face.
The FAW listing needs to solve seven problems, and the multiple interests need to be coordinated