Wanxiang's acquisition of Canglan Lan Changchun Group's Lanbao information was questioned
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“Our company has not paid more than six months.†On January 12, 2006, an employee of the Changchun Information Group (000631.SZ) of the Changchun Clan Group sighed at the reporter.
According to a senior manager of the Clivia Group, the company currently owned by the Clanland Group, in addition to the production of the bumper force of the Auto Engineering Plastics Co., Ltd. (hereinafter referred to as "Changchun Lide") is still in production, Hua Weiguang Valley, Roland washing machines, etc. Businesses have stopped working.
In June 2004, Wanxiang Group, a well-known auto parts company and capital market company, participated in the restructuring and reorganization of Clivia as a strategic investor. Today, 19 months later, Climax suffered a loss and faced with the general direction of the merger and acquisition. Questioned by the merger.
Loss of information remains unchanged
As one of the key support groups in Jilin Province and Changchun Municipal Government, the Clanland Group was established in 1992. It once owned 9 branch factories, 6 Sino-foreign joint ventures, 4 overseas cooperative companies, 4 branch companies and 1 company. Shareholding Company - Lanbao Information. Among them, the listed company Lanbao Information is the main source of its sales revenue and profits. However, due to errors in the investment optoelectronics industry, Lanbao Information had a huge loss of 68.05 million yuan in 2003.
On June 14, 2004, Wanxiang Group, a global player in the field of auto parts, signed the “Kimura Group Property Rights Transfer and Restructuring Framework Agreement†with Changchun City SASAC and the Clanland Group to realize its strategic intention to become a supplier of FAW Parts. "As a strategic investor, we will fully participate in the reform and restructuring of state-owned enterprises in Clivia."
The "Agreement" stipulates that all parties involved in the reorganization shall strive to complete the formal contract for asset inventories, evaluation and confirmation, and property rights transactions by the end of August 2004, and complete the corresponding transactions such as the transfer of the transaction and the relevant warrant procedures, and at the same time "make the Clan Group Completely and completely withdraw state-owned capital and employees to change their state-owned status."
However, 19 months later, Wanxiang's restructuring and reorganization of the Climatic Group has not yet been completed.
"Climax has not yet transferred to Wanxiang Group because the funds for Wanxiang's acquisition of Clivia are not all in place," said the above-mentioned executives of Clivia.
According to him, the total amount of Wanxiang’s acquisition of Clivia was RMB 186 million, but up to now, RMB 70 million has still not been paid to the Changchun municipal government. “The municipal government needs to use this part of the funds for the resettlement of all the employees of Clivia, but the part of the money that Wanxiang currently uses is only enough for the transfer of the status of the laid-off workers and the retired and retired workers. Therefore, at present, the employees on duty are buying. The work of breaking the service is also difficult to advance. "Now the whole enterprise restructuring has stopped."
The universal entrance did not bring vitality to the production and operation of the Climatic Group.
In 2004, the business status of Lanbao Information continued to deteriorate, with a year-on-year increase of nearly 270 million yuan, and the loss ratio increased by 280.94% from the same period of last year.
Until today, the performance of Lanbao Information is still declining. According to public information, in the first half of 2005, Lanbao Information realized its main business income of 291 million yuan, and its net profit was -0.497 billion yuan. Concomitantly, the net assets per share of listed companies have dropped from 2.58 yuan in 2003 to -0.15 yuan in the third quarter of 2005. According to the above-mentioned Climax executives, Lanbao information "has lost quickly."
For many years, Changchun Ryder Automotive Engineering Plastics Co., Ltd. (hereinafter referred to as “Changchun Forceâ€) and Changchun Aoqi Auto Plastic Coating Co., Ltd. (hereinafter referred to as “Changchun Aoqiâ€) of Lanbao Information Holdings have been the FAW Group Corporation. The main supporting supplier of FAW-Volkswagen is also the profit pillar of Lanbao Information. In 2003, when Lanbao had a huge loss of information, Changchun Power also had a net profit of 26.91 million yuan. However, in 2004, Changxin Power had a huge loss of 85.85 million yuan. In 2004, Changchun Aoqi’s main business income was 392 million yuan, and its loss was as high as 320 million yuan.
“Ryder and Aoqi were originally two companies with very good qualifications. The bumpers for FAW were sold very well. They (Wanxiang), both companies were poorly integrated, and their relationship with FAW was not as good as that. It used to be," said an official from the Changchun City government.
Meandering and Changchun gain
Behind the decline of the overall performance of the Climax Group is a series of complex and complicated asset reorganization after the Wanxiang Group has entered.
In September 2004, in order to increase the right to speak at Lanbao Information, Wanxiang Group Holdings 70% and Wanxiang Group CEO Wei Ding (the son of Lu Guanqiu) held 30% of Liaoning Heli Industrial Co., Ltd. and assigned Changchun Communications. The 33.6 million social legal person shares held by Development Co., Ltd. became the second largest shareholder of Lanbao Information (holding 13.98%).
In 2005, Wanxiang Group, which is already in a dominant position, began to implement a series of asset restructuring within Climax.
On January 29, 2005, Lanbao Information transferred its 45% stake in Kathes to Changchun Power. Previously, Kautex Company produced automobile plastic fuel tanks for FAW, and its profitability was good.
In January-April 2005, Lanbao Information also used Changchun Aoqi's assets (such as ABB robots, water-coating equipment, and screw air) by signing the "Asset Transfer Agreement" and "Repayment Agreement". Presses, constant temperature and humidity machines and other equipment were transferred to Changchun Power. According to local media reports in Changchun, Ozzy and Lie scored two supply channels before, and Ozzy mainly provided support for FAW's Audi and Bora cars, and Lidek provided support for Jetta. After Auchie’s effective assets were transferred to power, Aoqi’s supply channels were also owned by the company.
On February 25, 2005, Wanxiang himself went to the stage. On this day, it signed an agreement with Lanbao Information and Hong Kong Jin Lide Company on the “Increase in Capital Increase Agreement of Changchun Ride Auto Engineering Plastics Co., Ltd.â€. At a price of 1 yuan per share, it increased the capital of Changchun Ry 14,366,000. Two months later, Lanbao Information also signed the “Equity Transfer Agreement†with Hong Kong Jin Lide and acquired 26% equity of Changchun Ride held by Hong Kong Jin Lide. In July 2005, the registered capital of Changchun Power was increased to 281.66 million yuan. At the same time, the above-mentioned equity transfer completed industrial and commercial changes.
After the above-mentioned series of operations, Wanxiang became the controlling shareholder of Changchun Ride (holding 51%), and Lanbao Information retired to be the second largest shareholder (holding 49%). In the subsequent first half of 2005, Changchun quickly turned deficits into profit, with a huge loss of 85.85 million yuan in the previous year and a net profit of 5.16 million yuan.
The benefits of acquisition to universality are self-evident. An article on the Wanxiang website states: “The successful entry into Changchun Lide has enabled Wanxiang to have its own production base in the birthplace of the Chinese automobile and has taken the first step towards realizing the regional strategic goals.â€
Blind spot and controversy
However, the operation of Wanxiang in the interior of the Clivia also has something that people do not understand. On November 30, 2005, Lanbao Information and the company’s largest shareholder, Clivia, signed the “Equity Transfer Agreementâ€, transferring all 75% of the equity held by Lanbao Information to Clivia, and the transfer price is 1 Yuan Renminbi. As of September 30, 2005, Changchun Oqi’s net assets were negative.
The share transfer was criticized by senior officials of Clivia and Lanbao. When they were put to the vote, Zhao Weiyi, a director and general manager of Lanbao Information Company, made a clear-cut vote. "The transfer of shares in Aoqi Company will not solve the fundamental problem of the company's loss. There is uncertainty in the transfer itself." Zhao Weizheng told this reporter.
Local media in Changchun disclosed the dissatisfaction of an executive from Lanbao Information: “The effective assets of the Aoqi company are basically empty, so this time Lanbao decided to transfer the Aoqi company to the Kippi group.â€
An executive from the Clivia Group told reporters: “The SASAC is selling (assets). We are the sellers.â€
Wan Xiang also seems to have difficulties. The reporter contacted Wanxiang several times and asked why their reorganization funds were not all in place. Regarding the allegations made by relevant parties in Changchun, what attitude does Wanxiang hold? However, as of this writing, Wanxiang did not reply. According to a person close to Wanxiang’s high-level officials, Zeng Meng’s idea of ​​quitting was due to Wan Li’s formal acceptance of Genius.
According to this statement, an official from the SASAC of Changchun City stated that before signing the Clivia reorganization framework agreement with Changchun, Wanxiang had made a long-term inspection of Clivia, and the situation of the Clivia should have been bottomed out. "The enterprise has tossed this way, but now does not want to, how can this be the truth?"