Because of the special nature of the ownership structure and other reasons, the backdoor listing of the shares of Shaanxi Automobile Group Broadcom suspended again

"Shaanxi Automobile Group backdoor listing of the toss for a long time, if not solve the core assets of a controlling stake in the issue and realize the great difficulty listing." Faced with Shaanxi Automobile Group backdoor listing fails again, a car industry analyst on condition of anonymity He told reporters.

Indeed, the historical legacy of Shaanxi Automobile Group has become a sore point indescribable, with its twists and turns have been insufficient to describe it the hard way listed. Since last July 31 evening party Broadcom shares were backdoor restructuring plan released the first announcement of a start, the market for Shaanxi Automobile Group of backdoor listing is full of expectations, but unfortunately, the first time the reorganization is terminated in February this year. In late August, Broadcom shares issued another major asset restructuring announcement, after a lapse of three months, once again abortion.

Shaanxi Automobile Group listed once again failed

Failure to make backdoor listing of Shaanxi Automobile Group has once again become the focus of media attention. Broadcom shares in accordance with the announcement shows that the major asset restructuring transaction target of 100% stake in Shaanxi Automobile Group, the main counterparties Shaanxi Automotive Holdings Group Limited, trading is proposed for the replacement of assets + issue shares to buy assets.

Three months after the suspension, the restructuring failed. "According to the China Securities Regulatory Commission" on the strict implementation of the audit backdoor listing IPO listing standards, "which require the strict implementation of the main backdoor IPO listing standards. In this policy context, in order to promote this significant asset reorganization each agency subject to the backdoor Shaanxi Automobile Group carried out a detailed survey net, after careful study and in-depth communication, the parties believe that Shaanxi Automobile Group recently because of the special nature of the ownership structure and other reasons, it is not in full compliance with relevant regulations, the company decided termination planning of this major asset reorganization. "Broadcom shares, said.

In fact, last August, Broadcom shares issued in the restructuring plan, the company intends to acquire 100% stake in Shaanxi Automobile Group through the replacement of assets and private placement, estimated value of approximately 3.083 billion yuan. The announcement of the next day, August 1, Broadcom shares opening the word limit, to close at 13.34 yuan / share.

At that time, 100% equity assets into Shaanxi Automobile Group estimated value of approximately 3.083 billion yuan, net book value of approximately 1.955 billion yuan, the estimated value of about 57.68%. Nearly 60% of the high premium rate, Shaanxi Auto Group core assets can not be independently controlled flawed, became the company backdoor listing process is the key question.

And after six months, the company announced that "because of Shaanxi Automobile Holdings Group Co., Ltd. Shaanxi Automobile Group Co., Ltd. intends to make appropriate adjustments of assets, in accordance with the progress of work to judge, Broadcom shares can not" to buy assets of major assets and issue shares cum related transaction plan "within six months of the disclosure notice issued general meeting of shareholders, intends to terminate this major asset restructuring."

So far, Shaanxi Automobile Group backdoor Broadcom shares are listed first failure. In August, the two sides started the second restructuring, still did not succeed.

Core assets into a controlling stake constraints

In fact, Broadcom shares and Shaanxi Automobile Group both have the same state-owned background, less resistance from the controlling shareholder of the transaction process. Meanwhile, shares of Broadcom performance worrying, because three consecutive losses, Broadcom shares of stock on May 16, 2011 listed on the Shanghai Stock Exchange has been suspended.

Barely two years after Paul Shell, July 3, 2012 to return to the capital markets, but the company's overall profitability is still weak, in 2012 net profit attributable to shareholders of listed companies was only 16.28 million yuan. 2014 third quarter, the company achieved net profit attributable to shareholders of listed companies fell to 303 million.

If successful backdoor Shaanxi Automobile Group, the two companies, this will be a good thing. However, this road is very difficult. The reorganization fails on the issue, "Securities Daily" reporters repeatedly call Broadcom shares secretaries, but the other did not answer. However, the "particularity the reasons Shaanxi Automobile Group's equity structure," Broadcom shares referred to in the reasons for the reorganization fails, and one reason can be described as well-known.

In the last year, both sides in the process of restructuring, Shaanxi Auto Group's core assets Shaanxi Zhongqi has become the focus was restructuring. As Shaanxi Automobile Group's core assets, people quite understand is Weichai Power holds a 51% controlling stake in Shaanxi Heavy Duty Truck, Shaanxi Auto Group, holding only 49% of the equity stake in Shaanxi Zhongqi. Shaanxi Zhongqi also appear in the consolidated financial statements of Weichai Power, in his capacity as "subsidiary company" appear.

In last year's restructuring plan, 49% stake in Shaanxi Heavy Duty Truck is one of the major reorganization of assets into. In addition, more crucially, in accordance with prevailing Broadcom shares announcement shows, in 2011 and 2012, Shaanxi Auto Group from investment income accounted Shaanxi Zhongqi company's net profit attributable to shareholders ratio of approximately 99.66% and 91.81%. In other words, how much profit Shaanxi Zhongqi directly determines how much of Shaanxi Automobile Group net profit is the main source of Shaanxi Automobile Group profits.

I can still remember the "Securities Daily" correspondent interviewed on the matter of Shaanxi Automobile Group, stakeholders admitted that due to historical reasons, the existence of the restructuring main control risk assets into Shaanxi Zhongqi owned by Weichai Power, but how to solve this problem The company was just said that the shareholders of Shaanxi Zhongqi two collaboration in Weichai Power and Shaanxi Automobile Group, the joint efforts of development and growth of enterprises.

That is, if Shaanxi Automobile Group can not solve the core assets of a controlling stake in the issue, then, is the situation appears to be listed after the reorganization of the core and the main assets can not be independently controlled by the listed companies. It is understood, Shaanxi Automobile Group on the matter on several occasions to communicate with Weichai Power, but the two sides did not reach an agreement.

The particularity of the ownership structure, has become a mishap where the Shaanxi Automobile Group backdoor listing, also resulting in Shaanxi Automobile Group once again listed Difficult. It can be said, for Shaanxi Automobile Group, this historical legacy is difficult to be resolved in a short time. Assets covered by Shaanxi Zhongqi for high-quality assets, Weichai Power and Shaanxi Automobile Group will not give up easily.

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