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“I am very glad that the long-term strategic cooperation is ripe and fruitful. Two companies with synergistic effects and similar cultures have finally come together.†Xu Ping, chairman and party secretary of Dongfeng Motor Corporation, remarked on the reorganization of the two sides.
On May 16, the People's Government of Fujian Province and Dongfeng Motor Corporation (hereinafter referred to as Dongfeng) signed a strategic cooperation framework agreement in Fuzhou. Dongfeng and Fujian Automobile Industry Group (hereinafter referred to as Fuqi) have taken substantive and significant steps. This is not only the largest restructuring of the domestic automotive industry in the past three years, but also a new model for the restructuring of the domestic auto industry, which will play an important role in promoting the structural adjustment and transformation of the auto industry.
A wise choice to follow the trend of the industry
In January 2013, the “Guidance Opinions on Accelerating the Promotion of M&A in Key Industries†issued by 12 ministries and commissions including the Ministry of Industry and Information Technology and the National Development and Reform Commission clearly stated that it is necessary to promote the merger and reorganization of enterprises by focusing on industries such as automobiles, steel and cement. By 2015, the industry concentration of the top 10 vehicle manufacturers will reach 90%, forming 3-5 large-scale automobile enterprise groups with core competitiveness. However, as of the end of 2012, the concentration of China's auto industry was 87.3%, still far from the target.
In addition, since 2011, China’s auto market has begun to bid farewell to a period of high growth of 10 years, entering the “micro-growth†era of single-digit growth. However, the large production capacity that enterprises can plan for in the high-speed growth phase has gradually reached production. Although, due to the adoption of rolling investment, the use of shifts to regulate output, and other means, the automobile production capacity has great flexibility. China's auto industry has not yet reached a total overcapacity, but how to improve corporate synergy through mergers and acquisitions, especially to enhance The competitiveness of independent brands has become an issue that cannot be evaded in front of the industry.
Dongfeng's restructuring of Fushun is a wise decision that conforms to the general trend of the industry. It is a "win-win" choice for Fujian's automobile industry, Dongfeng, or Fushun. From the perspective of the automobile industry in Fujian Province, taking advantage of Dongfeng's strong industry influence, abundant product resources, and strong financial strength, we can embark on the fast track of development and strive to realize the production and sales scale of 1 million vehicles as soon as possible. From the Dongfeng level, Fuqi's own-brand automobile will bring a business segment with an independent brand increment to Dongfeng, and will promote the Dongfeng “autonomy†strategy and achieve the “dry†D300 of Dongfeng's own brand of 3 million in 2016. The goals of the medium-term business plan will play an important role; in addition, through strategic cooperation with the Fujian Provincial People's Government, Dongfeng can quickly realize its strategic layout in the southeastern coastal areas, further consolidate and enhance its leading position and influence in the domestic automotive industry, and at the same time You can also use the geographical advantages of Fujian to “go to the sea†and speed up the pace of “going outâ€. From the perspective of Fuqi, relying on Dongfeng Resources, the existing passenger cars, commercial vehicles, powertrains, key automotive parts and components, and automotive level businesses can achieve greater development and enhance overall strength.
The new model of holding after the initial equity participation
Dongfeng Motor Company is a large-scale central enterprise directly under the State-owned Assets Supervision and Administration Commission of the State Council; Fuqi is a wholly state-owned company under the jurisdiction of the Fujian Provincial State-owned Assets Supervision and Administration Commission. It has jurisdiction over Southeast (Fujian) Automobile Industry Co., Ltd. (hereinafter referred to as Southeastern Automobile), Fujian Daimler, Xiamen Golden Dragon, Fujian New Dragon Horse and other holding companies and more than 10 companies. Different from the restructuring of other companies, this time Dongfeng reorganization of Fuqi did not adopt the administrative restructuring method of asset allocation. Instead, it adopted a pure market approach.
According to the framework agreement, Dongfeng will complete the holding of Dongfang Auto, the core asset of Fuqi's own brand, through the formation of an investment company with Fuqi. However, for the shares of Fuqi, the restructuring has created a completely new model - conditional, staged equity transfer.
It is understood that Dongfeng has acquired part of the shares of Fuqi held by the Fujian Provincial State-owned Assets Supervision and Administration Commission in a capital increase manner. Instead of adopting a one-time holding strategy, Dongfeng has taken control of the company after the equity participation. Obtained 45% equity of Fuqi Automobile in advance and waited until the annual sales volume of Southeast Motors (included in the supporting engines produced in Fujian) reached 300,000 units, and then acquired the remaining equity, thereby achieving Dongfeng's holding of more than 60% of Fuqi.
“Using conditional and staged equity transfer models fully reflects the characteristics of market-based restructuring and can better guarantee the interests of the reorganized parties.†An analyst pointed out that there have been many successful cases in the domestic auto industry restructuring in recent years. For example, in December 2007, SAIC reorganized Nanjing Automobile. By the end of 2010, Nanjing Automobile had turned losses into profits and none of its employees had been laid off. At present, SAIC Motor’s plan for investing 10 billion yuan in Nanjing during the 12th Five-Year Plan, realizing an annual production capacity of 1 million, and generating an annual sales revenue of 100 billion yuan is also being achieved in an orderly manner. However, the funds, technology, talents, and management experience of the reorganization party have not met the anticipated reorganization cases in recent years. Dongfeng’s reorganization of Fushun’s conditional shareholding model, which is precedent shareholding, provides a model for other companies’ restructuring.
Links: Cases of China's Automobile Industry Restructuring in Recent Years
In 2007, SAIC reorganized the Nanjing Automobile Group.
In 2009, Guangzhou Automobile Group and Changfeng Group signed a merger and acquisition agreement.
In 2009, Changan Automobile Group acquired Hafei and Changhe Automobile, formerly of China Aviation Industry Corporation.
In 2010, GAC Group Holdings Gio Motors.
In 2010, Beijing Automotive Group acquired Guangzhou Baolong.
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