Guanghui Auto Abandoned H Shares Back to A Shares Backdoor Mei Luo Pharmaceutical Resumption

On the evening of December 5th, Meiluo Pharmaceutical (600297.SH) announced that the company intends to use all the assets and liabilities other than available-for-sale financial assets, as well as the Guanghui Auto Service shares held by seven shareholders including Guanghui Group. 100% equity of the company is replaced. According to the data released by the China Automobile Dealers Association, by the year of 2013, Guanghui Automotive had been ranked first in the automotive distribution industry distributor group for the third consecutive year. After the transaction is completed, Guanghui Automobile, China's largest car service provider, will be listed on the backdoor.

Market recapitalizes capital drama Guanghui Auto's $23.5 billion backdoor Meiro Pharmaceutical

According to the announcement issued by the Meilu Pharmaceutical Group, the transaction price of the Guanghui Auto Assets placed was RMB 23.577 billion, the transaction value of the disposed Mei Luo Pharmaceutical Assets was RMB 749 million, and the difference between the placement and placement of assets was RMB 22.828 billion. In yuan, the balance will be purchased by the listed company at the issue price of 7.56 yuan/share to the current shareholders of Guanghui Automobile by issuing shares according to their respective shareholding proportions. Based on this calculation, the listed company issued a total of 301,690,978,500 shares to all counterparties.

Allegedly, this will be the second largest case of borrower's reorganization after China's A-share market was replaced by greenfield landlord Jinfeng Investment in 2014. The greenfield backdoor shelling Jinfeng Investment Transactions approved in June this year involved more than RMB 60 billion in assets.

The major asset replacement and supporting financing report issued by Meiluo Pharmaceutical Co., Ltd. showed that while completing the major asset replacement, the company plans to use the inquiry method to raise matching funds for non-public offering of not more than 10 eligible specific objects to raise matching funds. The total amount of funds does not exceed 6 billion yuan, and does not exceed 25% of the total amount of the transaction. After deducting the issuance expenses, the supporting funds will be used for the acquisition of 16.67% stake in Huitong Communication and the development of passenger car financing lease business.

After completing the above-mentioned supporting financing acquisition, Guanghui Automotive will wholly own and manage Huicheng Communications, enhancing the profitability and sustainable development capability of listed companies after the reorganization is completed. Huihui Communication is a platform for Guanghui Automotive to develop its auto financing leasing business. Since its opening in 2011, it has experienced rapid business growth and significant profit contribution. It has become China's largest auto finance leasing service provider. After being wholly owned by CGA, it is beneficial to provide more powerful financial resources and business resources for its support, enhance its competitiveness, and further increase the contribution rate of financial leasing business.

The rapid development of the automotive industry, Guanghui Automobile set sail in the market

In recent years, with the rapid growth of China's economy, the per capita consumption level has rapidly risen. Passenger cars have been transformed from "luxury goods" to "consumer goods" and gradually entered the daily life of ordinary units and families.

According to data from the Automobile Industry Association, China has been ranked as the world's largest passenger car sales market for five consecutive years since 2009; at the end of 2013, it had achieved a total of 17.35 million passenger car sales nationwide, exceeding the United States, Brazil, and Germany. The total sales volume of the 2nd to 4th passenger vehicles market, such as Japan, and Japan; the per capita passenger car inventory increased from less than 0.010 units in 2003 to 0.072 units, with an average annual compound growth rate of 21.82%.

However, compared with the foreign passenger vehicle market over the past few decades, from the perspective of relative quantity and consumption structure, China's auto consumption market is still at an early stage of development. The demand for passenger car market in China is far from saturated. With the further improvement and development of China's economic level and the gradual increase in the maturity of the passenger vehicle market, the future of China's passenger vehicle industry is very promising. The passenger vehicle distribution and service industry will also develop rapidly.

CGA is a leading passenger car dealership and auto service group in China and a leading financial leasing service provider for passenger cars. Its business scope covers the entire life cycle of automobile sales and after-sales services, and can provide sales, rental, maintenance and repair of vehicles. , insurance and financing agents, car extension and second-hand car transaction agency services, including a full set of passenger car service business; is China's number one passenger car sales group, China's largest passenger car finance leasing service providers and automotive Dealer's largest used car dealer.

23.5 Billion Backdoor Meiluo Pharmaceutical Guanghui Motor intends to enter the capital market

As of June 30, 2014, CGA has established a distribution network covering a total of 488 stores (including 402 4S stores) in 23 provinces, municipalities and autonomous regions in China, strategically focusing on the Midwest, and through acquisitions. Combining strategy with new construction, quickly occupy new markets and consolidate market position. Guanghui Auto's distribution brand covers a total of more than 50 passenger car brands in the mid-to-high end and basically achieves full coverage of mainstream brands in the Chinese passenger car market. In 2013, CGA achieved sales revenue of RMB 84.06 billion and completed sales of 546,000 new vehicles. It has consistently ranked first in China’s “Top 100 Auto Dealer Group” list for three consecutive years.

Bring high-quality assets to the capital market to achieve a win-win situation for both companies and shareholders

In recent years, due to the slowdown of economic growth at home and abroad and the increasingly fierce competition in the industry, the market heat and sales scale of Meilu Pharmaceutical has decreased, and the company’s revenue has declined year by year. In the recent three years, the company’s non-recurring profit and loss accounted for more than 50% of net profits. Profitability has a certain degree of dependence on non-operating businesses.

Through this asset replacement, CGA will inject high-quality assets with good prospects and strong profitability for passenger vehicle distribution and service and financial leasing services into listed companies, transforming the company into a company with strong market competitiveness and domestic Leading passenger car dealerships and auto service groups and leading passenger car finance leasing service providers will increase the listed companies’ ability to continue their operations.

In response to this asset replacement, Guanghui Group also signed the "Profit Forecasting Compensation Agreement." Guanghui Group promised that: Guanghui Motor's net profit in 2015, 2016, and 2017 will be no less than 1,829,251,700 yuan and 2,320.6066 million yuan. 280,341.23 ten thousand yuan. If the actual net profit of Guanghui Auto is lower than the above-mentioned commitment amount, Guanghui Group shall be responsible for compensating the listed company according to the “Profit Forecasting Compensation Agreement”. At the same time, in order to maximally protect the interests of all shareholders of the listed company, especially the interests of small and medium-sized shareholders, the available-for-sale financial assets held by Merrill Pharmaceuticals in this asset replacement program are unlimited sales and circulation of the Bank of China Cashmere (stock code: 000982). 36,322,000 shares of stocks with book value of 181,615,000 yuan will also be retained by listed companies. At present, the bank cashmere industry is also planning a major reorganization of assets, the market has high expectations for the future trend of its resumption of trading.

It is reported that after the completion of the transaction, CGA will become a wholly-owned subsidiary of the listed company; the company will make full use of the capital market platform to leverage the resource advantages and market advantages of the listed company and increase its efficiency through industrial integration and market financing. Investment in financial leasing and other emerging businesses will better adapt to the diversified development trend of the market model and promote the overall development of the auto industry so as to achieve multi-party win-win for the development of the company and the benefits of the shareholders.