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A year-and-a-half year-long Dongfeng Volvo commercial vehicle joint venture project finally announced the end of the eight-year long-distance love run on July 28. The Shanghai United Assets and Equity Exchange announced a stock transfer of 5.51 billion yuan.
According to Zhu Fushou, general manager of Dongfeng Commercial Vehicle's parent company, Dongfeng Automobile Co., Ltd., Dongfeng and Volvo's business negotiations have already begun in 2006. At the end of January 2013, Dongfeng, which has gone through 7 years of love and long-distance running, signed a strategic alliance agreement with Volvo in Beijing and decided to set up a joint venture to establish a new Dongfeng Commercial Vehicle Co., Ltd., of which Dongfeng Group holds 55% of shares, Volvo Group holds 45% of shares and introduces Volvo Trucks. Technology, the development of the world's leading "Dongfeng" brand commercial vehicles.
However, everything is not as smooth as I imagined.
According to the original plan of Dongfeng Commercial Vehicle, the New Year's Day 2014 was a big day for the establishment of a new Dongfeng commercial vehicle joint venture with Volvo, which means “will be issued immediately.†Although in early January of this year, the Dongfeng Volvo joint venture project was approved at the NDRC, the outside world did not see the listing in January.
"There are a lot of internal procedures and external procedures that must be followed, but all are in an orderly manner." Prior to this, Huang Gang, general manager of Dongfeng Commercial Vehicle, said when asked by the Economic Observer. Huang Gang believes that the delay is not due to the approval process. "The original legal process will be long." Later, Dongfeng internally delayed the listing time until June of this year, and planned to celebrate the first anniversary of the establishment of Dongfeng Volvo at the end of the Volvo Ocean Race in June 2015 when the Dongfeng arrived at the end of Gothenburg.
Until August, 45% of Dongfeng Commercial Vehicles (now wholly-owned by Dongfeng Group), which completed asset integration, was placed on the "shelf" of the Shanghai United Assets and Equity Exchange, and the final transaction procedure was followed.
Divorced from Nissan
The first difficulty before the Dongfeng Volvo joint venture project is to break up with Nissan, that is, Dongfeng Group needs to repurchase the original medium- and heavy-duty commercial from Dongfeng Motor Co., Ltd. (hereinafter referred to as “Dongfeng Co., Ltd.â€), which is a joint venture with Nissan's 50% shares. Car business and assets. And if handled improperly, Dongfeng may have to face the embarrassment of Nissan's sky-high prices. For many years, Dongfeng commercial vehicle projects have been categorized as Dongfeng Limited and belong to the Dongfeng Group's second-tier subsidiary. Nissan Motor Co., which has made little contribution to the Dongfeng commercial vehicle technology, has enjoyed half the benefits.
According to sources close to the senior management of Dongfeng Group, Nissan’s joint venture with Dongfeng, Dongfeng, enjoys a large amount of dividends each year. However, the input of technology in the commercial vehicles of Dongfeng Limited is not large (the Renault-Nissan medium-duty truck business has long been sold. ) In 2003, Dongfeng, with limited funds, had no choice but to pack commercial vehicle assets into a joint venture with Nissan. The joint venture business covers almost all types of vehicles and established a joint venture with the largest domestic business scope.
Dongfeng Commercial Vehicle Co., Ltd. displayed in the property rights transfer notice submitted by the property rights exchange that the evaluation base date selected by the Wuhan branch of the evaluation party An Yong Hua Ming Certified Public Accountants (Special General Partnership) was December 31, 2013. Due to the need to assess the assets of the new Dongfeng Commercial Vehicle, Dongfeng Group's complete repurchase of commercial vehicle assets of Dongfeng Limited was completed before the end of last year. On January 27 last year, Dongfeng Group announced that the company and its affiliates will repurchase commercial vehicles such as Dongfeng Motor Co., Ltd. at a total price of 11.7 billion yuan.
After the repurchase, most of the business and assets will be transferred to the new Dongfeng Commercial Vehicle Company, and then the Volvo Group will invest 5.6 billion yuan to acquire 45% of the company's shares from Dongfeng Group. In fact, because Dongfeng Group holds a half of Dongfeng’s equity, it enjoys half of the 11.7 billion yuan in proceeds from this transaction. In addition, in accordance with the agreement signed between Volvo and Dongfeng in January last year, the transfer of a 45% stake in the new Dongfeng commercial vehicle, Dongfeng can also receive 5.6 billion paid by the Volvo Group. This means that Dongfeng can use only RMB 250 million to leverage this 11.7 billion yuan business.
In this round of capital operations, Dongfeng Limited not only has to give up all the assets of Dongfeng Commercial Vehicles, but also all shares of Dongfeng Motor Finance Co., Ltd. and Dongfeng Liuzhou Automobile Co., Ltd. held by Dongfeng Limited shall be transferred to Dongfeng so as to be Dongfeng. Realize the "Give way" to the two companies' wholly-owned holdings. However, it is not as easy for Nissan to give up the assets of commercial vehicles as it is designed by Dongfeng, because this is considered to be a relatively low price that the Dongfeng Group is very satisfied with.
In that year, Dongfeng Commercial Vehicles had low operating efficiency and even serious losses, and it was necessary to introduce the vast majority of assets into the Nissan joint venture system to revitalize. After the Dongfeng Nissan project took off in 2006, Dongfeng Group also entered a rapid development path. Today, today’s increasingly stronger Dongfeng began to hope to find another strong partner to strengthen its advantage in the commercial vehicle field, and then enter the international commercial vehicle market. The idea of ​​breaking up with Nissan is in the mind of the Dongfeng decision maker. It has been for many years.
Dongfeng commercial vehicle insiders disclosed to this reporter that as early as April 1st last year, commercial vehicles planned to complete the delivery of limited assets with Dongfeng. The joint venture between Dongfeng and Volvo is divided into two phases. The first phase is Dongfeng Group's incorporation of a wholly-owned Xindong Commercial Vehicle Company. The company repurchased commercial vehicle assets from Dongfeng Limited and Dongfeng Group repurchased Dongfeng from Dongfeng Limited. Finance company and Dongfeng Liuqi Asset. In the second phase, the new Dongfeng commercial vehicle that completed the asset repurchase will transfer another 45% of the equity to Volvo and complete the equity transaction.
There is an unconfirmed argument in the industry that, as a condition of exchange, Renault-Nissan agreed to give up Dongfeng Limited's commercial vehicle business under the precondition that the Renault project should be made domestically.
According to the announcement of the website of the Development and Reform Commission Industry Coordination Department on January 7, the National Development and Reform Commission approved the Dongfeng Group and the Volvo Group to restructure the Dongfeng Commercial Vehicle Business Project in January 2014, and agreed that Dongfeng Motor Group Co., Ltd. established a wholly-owned subsidiary Dongfeng Commercial Vehicle. Co., Ltd. acquires Dongfeng’s limited assets and business of medium- and heavy-duty commercial vehicles. After the NDRC agreed to acquire assets of Dongfeng Limited's medium- and heavy-duty commercial vehicles, the Dongfeng Volvo joint venture project has finally completed the first phase: repurchasing the commercial vehicle assets of Dongfeng Limited.
"Remarried" Volvo <br> <br> Development and Reform Commission approval notice to Volvo, Dongfeng joint venture, not only agreed to repurchase the new Dongfeng commercial vehicle Dongfeng commercial vehicle assets, while Dongfeng Group agreed to transfer 45 Dongfeng Commercial Vehicle Co. to the Swedish Volvo Group % of equity.
The 45% equity transfer of the new Dongfeng Commercial Vehicle was issued after the approval of the National Development and Reform Commission, and after the approval of the Ministry of Commerce, the Ministry of Industry and Information Technology, and the relevant European government departments, the Dongfeng Group will take substantive actions. After the completion of the listing and transfer, Dongfeng Volvo will formally Established. At the same time, the Development and Reform Commission also agreed to restructure Dongfeng Nissan Diesel Automobile Co., Ltd. after it became a joint venture of Dongfeng Commercial Vehicle Co., Ltd. and adjust it into a wholly-owned subsidiary of Dongfeng Commercial Vehicle Co., Ltd.
In the Dongfeng “Dry D300†plan, Dongfeng brand commercial vehicles will reach 1 million in 2016. In 2012, before the signing of the contract with Volvo, Dongfeng Commercial Vehicle Co., Ltd. sold 179,000 heavy-duty trucks and exported about 8,000 vehicles.
Since Renault-Nissan is phasing out the commercial vehicle business globally, Nissan's technology is minimal for Dongfeng commercial vehicles. When the reporter interviewed Dongfeng Commercial Vehicles Tong Dongcheng and Huang Gang and other senior executives, they all admitted that Nissan had a strong impact on Dongfeng. The contribution of commercial vehicles is mostly in the management system and system. This is totally different from other domestic joint ventures. Among the dozens of domestic joint ventures, the supply of models and technologies by foreign shareholders is a prerequisite for the establishment of a joint venture.
Especially in the context of the implementation of National IV emission standards for heavy trucks, Volvo Reserve's SCR technology is urgently needed by Dongfeng Commercial Vehicles.
In the content of this property transfer announcement, the qualification conditions of the transferee proposed by the listing conditions, the intended transferee should be an enterprise legal person established according to law and valid for more than 20 years, and be the world’s leading manufacturer and sales enterprise of heavy-duty trucks. One of the requirements is that the sales destination of medium-heavy trucks (when the total vehicle weight is more than 7 tons) in 2013 is not less than 180,000 units. The intention is for the transferee and its subsidiaries to merge the calibre. On December 31, the audited owner's equity was not less than RMB 60 billion, and the cash and cash equivalents were not less than RMB 20 billion.
According to people familiar with property rights transactions, these restrictions will be tailor-made for Volvo, and the listing price will be 5.51 billion yuan. It is worth mentioning that the listed trading price has decreased by nearly RMB 100 million compared with the previous agreement of RMB 5.608 billion.
At the same time, during the new round of international truck manufacturers' entry into the Chinese market, Navistar, Germany and Daimler, Germany are all activists in the joint venture route. They have used the national IV standards to implement and many commercial vehicle companies have insufficient technical strength. Opportunity to start joint venture negotiations. As one of the three giants in the world's heavy truck industry, the Volvo Group will naturally not miss the huge potential Chinese market.
For this reason, Volvo was willing to spend more than 45% of the commercial vehicle evaluation price of 4.765 billion yuan, about 750 million yuan price (a premium of 13.6%) to obtain access. The Volvo Group has also announced its new truck business development strategy, which includes the development of new low-end truck series for growing emerging markets and will be introduced to the market in the coming years.
At present, the Dongfeng Volvo JV that has repeatedly been postponed in the early stage has finally entered the end of the transaction. The Shiyan Dongfeng Commercial Vehicle Base and the Wuhan Experimental Base have begun to actively prepare for the arrival of Volvo technology and personnel and began planning for the ceremony. They are looking forward to this Swedish truck company bringing new positive changes to the Dongfeng Commercial Vehicle business.
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