Steel restructuring "Hunan model"
According to information provided by Valin Iron and Steel, Valin Iron and Steel before the reorganization has been included in the Hunan provincial government to deepen the work of state-owned enterprise reform arrangements. Hunan Province is preparing to build Hualing Holding into a state-owned capital operation platform combining industry, finance, and asset management, which combines industrial operation, industrial investment and asset management with strong strength.
"The company will convene an extraordinary general meeting after the National Day to consider the company's major asset reorganization motion.If the program passed, the company restructuring materials will be reported to the Commission M & A Committee will make every effort to promote the reorganization follow-up related work. 26, Valin Iron & Steel disclosure of major asset replacement and the issue of shares to buy assets and raise funds and related party transactions report (draft) the same day, a staff member of the Securities Department told the 21st Century Business Herald reporter.
According to the restructuring of Valin Iron and Steel, the company's major asset restructuring is divided into three steps, namely asset replacement, issue shares to buy assets and raise matching funds.
With the disclosure of details of the transaction, Hunan Province, the reform of state-owned "chess road" also will surfaced.
Supporting the fund-raising 8.4 billion
Pursuant to the Company's reorganization draft, the assets were replaced by all the assets and liabilities of the Company except for the 100% equity interest of Xiangtan Energy Saving and the 100% equity interest in Valin Energy Saving held by Valin Group, the 24.58% equity interest in Fortune Securities, the wholly-owned subsidiary of Valin Group Equity of 13.41% of the equity securities held by the Company. The difference is partly paid by Valin Group to the listed company. All the assets and liabilities of the listed company are undertaken by Valin Group.
The issuance of shares to buy assets part of the company through non-public offering of shares to buy financial letter holding financial letter holding 100% equity investment and Shenzhen moisturizer 3.51% stake held by wealth securities. Among them, the purchase of shares of Fortune Securities will be completed by the reorganization of the listed company's wholly-owned subsidiary of the financial letter to undertake the investment. The total consideration for the purchase of the above issued shares was RMB 8.51 billion.
"After completion of the transaction, the company's business scope will cover the financial and power generation business and become engaged in securities, trust, insurance and other financial services and energy-saving power generation business of the two main business integrated company." The company securities department staff said. "The level of profitability of power generation assets is relatively stable, can effectively smooth the performance of financial assets fluctuations.
In addition, the company intends to non-public offering of shares to Hualing Holdings to raise matching funds to raise a total of 8.4 billion. However, compared with the previous revision plan compared to the original plan, the amount of the original estimate of not more than 8.5 billion reduced by 100 million yuan.
"The original disclosure of the estimated value of the relevant assets of the results of the assessment has not yet out of the draft came out, the company together with the disclosure of the audited asset evaluation report." In this regard, the company securities staff explained. "In addition, according to the Commission's latest M & A policy requirements, to collect matching funds has been deducted when the transaction counterparty Shenzhen moisturizing in the reorganization of the suspension within six months before and during the suspension of cash to increase the underlying shares of the property - the wealth of securities Corresponding to the transaction price. "
According to the new rules on M & A, the non-public shares of listed companies raise matching funds, and the total amount of funds raised does not exceed 100% of the transaction price of the assets purchased by way of issuing shares. In other words, the "purchase price of assets to be purchased" refers to the transaction to purchase shares in order to issue shares of the transaction price, but does not include the transaction in the transaction within six months before the suspension and suspension of cash in the underlying shares of the underlying assets Part of the corresponding transaction price.
"The controlling shareholder of Valin Group holding wealth securities shares in the assessment date after the part of the capital increase is not involved in supporting the funds raised, but for asset replacement, this part does not need to be deducted.Therefore, the calculation of funds to raise funds, Purchase of assets transaction price 'only deducted Shenzhen moist Ze in the assessment of the base date of the wealth of the cash increase of 70,162,100 yuan of securities.
April 30, 2016 as the base date of assessment, set out to assess the value of assets of 6.09 billion yuan, into the property valuation of 4.958 billion yuan, the issue of shares to buy assets valuation of 8.44 billion yuan. According to supporting fund-raising 8.4 billion, accounting for 99.52%, no more than 100% regulatory requirements.
The matching fund-raising will be used to lock the way to Valin Holdings exclusive distribution. Valin Holdings is the focus of Hunan Province to build the state-owned capital operation platform, subordinates in addition to Valin Group and the financial letter of financial control, but also hold other related state-owned enterprise equity.
According to the 21st Century Business Herald reporter learned that the proceeds of the above-mentioned funds to be paid after the payment intermediary agencies intends to use all of the financial investment in the capital increase, by the financial investment through the replenishment of Fortune Securities, Hunan Trust and lucky life capital.
Hunan to create financial control platform
It is worth mentioning that the background of the major asset restructuring lies in Valin Steel as the largest state-owned enterprises in Hunan assets of listed companies, data show that Valin Iron and Steel in 2015 net profit of -29.59 million mothers, 2016 1 - June net profit loss of 8.6 billion yuan -9.6 billion. Steel production in the context of a serious surplus, the next few years, the steel industry will face to the production capacity and the throes of survival of the fittest, Valin Iron and Steel is also facing enormous operating pressure.
Up to now, Valin Holdings owns Valin Group, the financial control of financial and other major enterprises, of which Valin Group to industrial investment and industrial operations-based, financial financial control to financial services and asset management based.
By then, Valin Holdings and its major subsidiaries will be listed companies for capital operation platform, efforts to promote the state-owned asset securitization, optimizing the allocation of state-owned assets, continued to become bigger and stronger listed companies, so that Valin Holdings become a set of industrial operations, Industrial investment, financial services, asset management in one of the integration of the provincial capital and state-owned capital operation platform. "The source said. "Through the strategic reorganization of state-owned assets for the steel business to continue to create stable conditions to run and fill the shortcomings of the development of the financial industry."
The restructuring, the 100% stake in Fortune Securities and 96% stake in Hunan Trust will be injected into the listed company. In addition, the company will hold 29% stake in lucky life. Among them, the financial letter of investment holding 29.19% stake in auspicious life, is auspicious life's largest shareholder.
The source stressed that at present, the life of the market license plate is a scarcity of financial license, with the securities, trust assets into the listed companies together, in line with local government for the company "financial control platform" position, help to improve the company's overall valuation .
"After the injection of financial assets, the company will try to keep the continuity of the original management team and consistency, if the need for staff adjustment will be based on the principle of market-based hiring." The source said.
The person explained that the auspicious life loss despite the current state, but this is determined by the characteristics of the life insurance industry itself, life insurance companies in the early stages of development through the formation of teams, set up and expand marketing network to open the sales situation, the corresponding cost A lot reflected in the first few years of opening.
Lucky Life 's premium growth in 2014 and 2015 surpassed that of other companies in the industry, with premiums at the industry' s mid - level.
According to the sources, the financial control and Valin Group subordinates also hold some class of financial assets, such as AMC, fund management companies. In view of the current regulatory policy does not allow injection of financial assets. Future listed companies according to business development, does not rule out the possibility of further investment into other financial assets arrangements.
The Significance of "Hunan Model" Sample
In the steel industry to production capacity, transformation and upgrading of the process, some steel prices vigorously reduce the efficiency of the main industry, but the main iron and steel industry in the original withdrawal, to finance, electricity, new energy and other fields into the few.
According to the 21st Century Business Herald reporter thoroughly, in the first half of this year, with the infrastructure, real estate demand to pick up the downstream, domestic steel prices continued to rise, the majority of steel prices than the end of the business situation improved. The disclosure of the end of August listed companies reported that nearly 7 percent of listed steel prices rose sharply. However, China Steel Association in the first half of the members of the steel enterprises operating in the briefing also pointed out that due to regional, ownership and other conditions are different, the polarization of the steel industry is more obvious, the individual steel enterprises operating conditions are still difficult.
Industry insiders predict that after the merger of Bao Wu iron and steel industry or a new round of restructuring the tide.
In fact, eager to transition out of the storm is not only a Valin Iron and Steel. This year, the listed steel companies in the announcement of the transition there are expected * ST Shaoguan, Chongqing Iron and Steel and many other listed companies.
Chongqing Iron and Steel from early June announced the reorganization of suspension notice, as of now has been suspended for more than three months. This is still in the planning of a major restructuring plan and Valin Steel is quite similar to Chongqing Iron and Steel plans to acquire from Yu Fu Group and other non-listed financial assets, and at the same time the sale of steel assets.
The actual controller of Chongqing Yufu Group is Chongqing SASAC, and its main financial holding companies include Chongqing Bank, Chongqing Rural Commercial Bank, Southwest Securities, Ancheng Insurance, Auto Finance, Three Gorges Guarantee and more than 10 financial related enterprises. The current restructuring plan is still under further planning, listed companies to be placed in the specific scope of assets has not yet been finalized.
"My steel network," a senior industry analyst Xu Xiangchun to the 21st Century Economic Report said that the level of listed companies from the perspective of Valin Iron and Steel, Chongqing Iron and Steel and other assets reorganization ideas, are expected to raise funds through the replacement and set, the Loss of iron and steel assets into and out of profitability better financial assets. "In the state-owned steel enterprises under the weight of the main business losses even hard to return the weight of pressure, the asset replacement is a trick chess, which is actually out of the most realistic considerations, short-term performance of listed companies to improve the shell to achieve the goal.
State-owned expert Li Jin analysis, by the local government shot, with asset replacement way, the financial, real estate and other high-quality assets into the market platform, both to maintain the listing platform of the group, but also with high-quality assets such as financial subsidies to the current difficult Of the steel business. This reorientation of diversification can also be seen as a form of supply-side reform.
Li Jin believes that Baosteel Wuhan Iron and Steel restructuring program introduced, opened a new round of restructuring and integration of the steel industry prelude. National level plans, by 2025, the concentration of the steel industry increased to more than 60%, the country should form about 10 large-scale iron and steel group. "Valin, the steel industry will usher in more restructuring and transformation of the case can be expected that in the second half of this year, local governments in this wave of supply-side reform of the wave, have to act. .
But with Valin Iron and Steel also hope to "steel" for "gold" restructuring * ST Shaoguan as early as June 12 evening announcement to terminate the reorganization.
"Although Shaoguan Iron & Steel and BaYi Iron & Steel are all listed on Baosteel, they are under the jurisdiction of Guangdong and Xinjiang autonomous regions. Cross-regional asset reorganization makes transactions more complex and difficult," said Li. To the employment placement and other issues, while the Valin Iron and Steel in Hunan Province, Hunan SASAC can come forward to coordinate; Chongqing Iron and Steel's restructuring can also be the Chongqing Municipal Government and the support of Chongqing State-owned, so the relative Valin Iron and Steel, Chongqing Iron and Steel Asset reorganization of operability, the possibility of reorganization are more successful.