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The reporter learned from the Shanghai United Assets and Equity Exchange that 45% of the shares of Dongfeng Commercial Vehicle Co., Ltd. held by Dongfeng Motor Group had recently been listed and transferred at a price of 5.51 billion yuan. According to the previous agreement arrangement, the holder of the equity should be the Volvo Group. The expiry of the listing of the August 25 Japanese project also means that Volvo has a very high probability of completing the handover this month. The relevant integration of Dongfeng Commercial Vehicles will make substantial progress.
Super first half performance last year <br> <br> Dongfeng Commercial Vehicle Co., Ltd. was incorporated in January 2013, when the registered capital of 9.2 billion yuan. As a large state-owned enterprise, Dongfeng Motor Group Co., Ltd. holds 100% of its equity. Listing information shows that the current number of company employees is as high as 28,000.
According to company sources, although the company has just registered and established for a period of one and a half years, it is actually an "old" automobile manufacturing company. Dongfeng Commercial Vehicle Co., Ltd. originated from the establishment of the second automobile factory in 1969, and later became Dongfeng Motor Corporation's medium- and heavy-duty commercial vehicle segment. The company has inherited the main business of the Dongfeng brand commercial vehicle business, and is known as the birthplace of the Dongfeng business, the creator of the Dongfeng brand, and the inheritor of Dongfeng culture.
The company's website shows that Dongfeng Commercial Vehicles, headquartered in Shiyan City, Hubei Province, currently has 6 specialized plants and 10 subsidiaries (sub-companies), forming Shiyan as the base and radiating the business layout of Suizhou, Liyang, Shenzhen and Xinjiang. The products cover key assemblies such as medium-heavy trucks, passenger cars, and engines, cabs, axles, and transmissions. After more than 40 years of development, the company's production and sales of heavy trucks have doubled in recent years, and it has been the industry leader for the second consecutive year. At the same time, the company also developed new Dongfeng Tianlong heavy trucks and Dongfeng Tianjin Zhongka platform.
According to the latest information obtained by the reporter from the company, in the first half of the year, Dongfeng Commercial Vehicles achieved sales of 81,500 heavy trucks and heavy trucks, and the country’s fourth-generation models accounted for 28% of the market share, making it the industry leader. Dongfeng Commercial Vehicles is striving to achieve the goal of selling 160,000 medium- and heavy-duty trucks throughout the year. The country’s fourth-quarter share continues to maintain its leading position in the industry.
Good sales performance has been reflected in the company's financial report. In 2013, Dongfeng Commercial Vehicle achieved an operating income of RMB 19.1 billion and a net profit of RMB 340 million. In the first six months of 2014, the company’s operating income surpassed last year’s total, reaching 19.6 billion yuan, and its net profit was nearly three times that of last year. It was 910 million yuan. As of December 31, 2013, the book value and appraisal value of the company's net assets were RMB 9.6 billion and RMB 10.58 billion, respectively. The corresponding appraised value of this transfer target was RMB 4.76 billion and the listed price premium was 13.6%.
The disk holder locks Volvo
With good performance, Dongfeng Motor Group gave more strict conditions to the dealers. Dongfeng Motor Group stated in the listing information that in order to promote the development of the subject company, the transferor will prompt its subsidiary Dongfeng Motor Finance Co., Ltd. to provide automotive financial services for the target company. The intention is that the transferee must agree that the target enterprise remains during the joint venture period. Dongfeng Motor Finance Co., Ltd.'s special deposit for auto finance is not less than RMB 4.5 billion. At the same time, the transferee should provide technical support for the target enterprises to help them build a world-class advanced commercial vehicle technology center and commodity planning system, and an overseas manufacturing system that meets the overseas strategic needs of the target enterprises; and support the target companies for medium- and heavy-duty commercial vehicle products. The platform continues to be upgraded and upgraded to build a modular and standardized product platform. The target companies are supported to build a global supplier platform with global QCDD (quality, cost, delivery and development capabilities).
In terms of eligibility for transfer, Dongfeng Motor Group stated that the intended transferee should be an enterprise legal entity established according to law and valid for more than 20 years. In order to promote the sustainable development of the target company, the transferee intends to be the world's leading medium and heavy truck production and sales company. It intends to transfer the 2013 medium- and heavy-duty trucks (total vehicle weight greater than 7 tons) to the transferee and its subsidiaries. Not less than 180,000 units, the combined net sales revenue from non-Chinese markets in 2013 accounted for not less than 50% of its total net sales revenue. In addition, the intended transferee must have good ability to pay, and the combined auditor's equity as of December 31, 2013 shall not be less than RMB 60 billion, and the cash and cash equivalents shall not be less than RMB 20 billion.
In order to avoid peer competition in the Chinese market, when the intended transferee submits the transfer application, in addition to the transferor, the intended transferee and its holding subsidiaries develop and manufacture complete medium-heavy trucks and/or medium- and heavy-duty trucks in China. There is no equity cooperation in the diesel engine business for trucks in China.
Dongfeng Motor Group requested a one-time payment for the price of the property rights transaction. In addition to the high threshold for the aforementioned transfer conditions, the supplier has narrowed down to the international automobile giant. In particular, it is worth noting that Dongfeng Motor Group proposed that the requirements for the surviving development of the target companies are to develop the “Dongfeng†brand into one of the three well-known brands in the global commercial vehicle sector. The industry pointed out that from the perspective of a series of trading arrangements, the 45% of the above-mentioned non-Volvo Group is none other than the above.
JV era <br> <br> as early as January 2013, H shares listed Dongfeng Motor Group Co., Ltd., in cooperation with the Volvo Group's strategy. According to the agreement, the two sides will establish a strategic alliance that uses capital as a link, and will work together to develop the world's leading "Dongfeng" brand commercial vehicle. The most substantial cooperation project of the strategic alliance is the establishment of Dongfeng Commercial Vehicle Co., Ltd. with a share ratio of 55% to 45%, of which Dongfeng Motor Group accounts for 55% and Volvo Group holds 45%. In March of that year, Dongfeng Motor Group also signed a strategic alliance agreement with VCLVO Group in Beijing. Both parties are committed to building the most competitive commercial vehicle alliance in the world.
“Although there is a liberalization expectation, the shareholding of foreign-invested joint-venture vehicle companies is still below 50%, and this cooperation between Dongfeng Motor Group and Volvo has fully complied with relevant requirements.†The relevant person of China Association of Automobile Manufacturers explained to reporters .
The announcement at the time also disclosed that Dongfeng Group and its affiliates will repurchase the commercial vehicles of Dongfeng Limited under a total of 11.7 billion yuan. After the repurchase, the vast majority of the business and assets will be transferred to the new Dongfeng Commercial Vehicle Company, and then the Volvo Group will invest 5.608 billion yuan from the Dongfeng Group to acquire the company's 45% stake. This also means that although the listed price of 5.51 billion yuan has a premium over the assessed price, it actually has a “no profit†compared with the price of the agreement last year.
In early 2014, the Volvo Group stated that the China Development and Reform Commission has approved a joint venture between the group and Dongfeng Motor. However, it still needs to be approved by other competent authorities. It is expected that the transaction will be completed in mid-2014. Dongfeng Motor Group also registered and established Dongfeng Commercial Vehicle Co., Ltd., a wholly-owned subsidiary, as scheduled to integrate the asset and business of medium- and heavy-duty commercial vehicles of Dongfeng Motor Co., Ltd. With the listing of 45% equity of Dongfeng Commercial Vehicle Co., Ltd., it means that the acquisition and integration of the assets and business of the above-mentioned heavy-duty commercial vehicles have been completed and the joint venture company is ready to go. The time for the listing of the equity transfer expires on August 25. With the project listing transaction entering the program, it also means that the newly established Dongfeng Commercial Vehicle will formally enter the joint venture era with the Volvo Group.
It is worth mentioning that the Volvo Group entered China as early as 10 years ago, but the result of "marriage" ended in "losing Maicheng." In June 2003, China National Heavy Duty Truck Group and Volvo Group invested 1.6 billion yuan to form Jinan Huawo Truck Co., Ltd.. In 2005, it only produced more than 200 vehicles. In early 2006, Huawo Truck Company completely suspended production. In 2009, Sinotruk and Volvo Group announced the termination of cooperation. The CEO and CEO of the Volvo Group, Eurof Payson, said that China's truck market is equivalent to the sum of Europe and North America and is the world's largest truck market. Volvo regards China as a strategic plan. The listing of this project means that Volvo's entry into China's commercial vehicle market will accelerate the "long-cherished wish."
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