Carlsberg'S Assets To Be Listed In China As A Whole

Multi brand is a great test of the integration ability of the world's third largest beer producer.

On October 10, Chongqing beer (600132. The company's proposal of more than 12 billion yuan of total assets was approved in Chongqing New Area, and the company's total assets of more than 12 billion yuan were approved in Chongqing's northern New Area.

In the main proposal "report on major asset purchase and joint venture and related party transactions of Chongqing Brewery Co., Ltd. (Draft)" (hereinafter referred to as the transaction report), all high-quality assets outside the system of listed companies controlled by Carlsberg in China will be injected into Chongqing beer. After the completion of the transaction, Chongqing Brewery will operate a large "Carlsberg system", bring regional strong brands such as Wusu Beer, Chongqing beer, k1664, Carlsberg and other regional and international brands under its command, and compete with Budweiser InBev, China Resources beer, Qingdao beer, etc.

However, the multi brand operation strategy of foreign beer giants is not smooth sailing, especially after the acquisition of breweries with strong local brands.

On the same day of the shareholders' meeting, the board of directors of Chongqing Brewery announced that Chongqing Jiawei Beer Co., Ltd. (hereinafter referred to as Chongqing Jiawei), a joint-stock enterprise and partner of Chongqing Jiawei Beer Co., Ltd., which was contracted to sell "Shancheng" brand beer, went to court.

Retain the local strong brand, let Carlsberg in the acquisition of local breweries, become a bargaining chip to win the negotiation with the local government. -Chinese vision

Three step plan of "snake swallowing elephant"

Chongqing beer swallowed the "Carlsberg series" in China through its holding subsidiary Chongqing Jianiang Beer Co., Ltd. (hereinafter referred to as Chongqing Jianiang).

Chongqing Jianiang, which is 51.42% owned by Chongqing beer, was established in 2011, which is the key period for Carlsberg to step up its accession to Chongqing beer. According to the announcement of the board of directors of Chongqing beer on September 12, taking April 30 as the evaluation base date and according to the appraisal report issued by Beijing Tianjian Xingye Assets Appraisal Co., Ltd., the book value of Chongqing Jianiang is RMB 180 million and the appraisal value is RMB 1.3 billion.

Chongqing beer wants to put its brewery business into Chongqing Jiajiu. The net assets to be injected into the business are more than 300 million yuan, with an appraisal value of nearly 4.4 billion yuan. In addition, Carlsberg's Unlisted A and B asset packages have net assets of 900 million yuan and 500 million yuan respectively, and their appraisal values are more than 5.7 billion yuan and nearly 1.8 billion yuan respectively.

In terms of asset size, Chongqing Jianiang and the assets to be loaded are like ants and elephants. How to perform "snake swallowing elephant"?

In the Chinese market, Carlsberg, which mainly started with mergers and acquisitions, has played a "financial technology".

Chongqing Brewery replied to the Shanghai Stock Exchange's inquiry letter on this major asset restructuring and related party transactions, saying that in order to reduce capital expenditure at the level of listed companies and improve the efficiency of capital utilization, Chongqing Brewery did not let all listed companies purchase Carlsberg's large non listed assets with cash The "three-step" is to complete the listing of Carlsberg's assets by means of listed company's purchase of equity, Carlsberg's asset package's consideration purchase, Carlsberg's and listed company's joint venture capital increase, and listed company's purchase of assets.

The first step is to purchase the remaining 48.58% equity of Chongqing Jianiang held by the controlling shareholder Carlsberg Brewery Hong Kong Co., Ltd. in cash, with a capital contribution of 643 million yuan. In this way, Chongqing beer has turned Chongqing Jiajiu into a wholly-owned subsidiary at a very low cost, so that Carlsberg can load its assets into a listed company and increase its capital.

In the second step, Chongqing Brewery increased capital with assets and cash, and Guangzhou Carlsberg Consulting Management Co., Ltd. (hereinafter referred to as Carlsberg consulting) increased capital to Chongqing Jiajiu with assets of package a.

Among them, Chongqing beer purchased a certain proportion of the newly added registered capital of Chongqing Jiajiu with the consideration of 4.3 billion yuan to be injected into the business. The business to be injected refers to all the business related to the production and sales of beer of Chongqing beer branch except the business of Qianjiang branch of Chongqing beer.

In order to relieve the financial pressure of Chongqing beer, Carlsberg consulting subscribed for the newly added registered capital of Chongqing Jianiang with the consideration of package a assets held by it at RMB 5.3 billion. After the subscription, it held 48.58% of the shares, and Chongqing beer still held 51.42% of the equity of Chongqing Jianiang.

In this way, although Chongqing Brewery returned to the controlling shareholder of Chongqing Jianiang, Chongqing Jiajiu was not that of Chongqing Jiajiu. It not only increases its registered capital, but also has 100% equity of Carlsberg (China) beer industry and Trade Co., Ltd., 100% equity of Carlsberg beer enterprise management (Chongqing) Co., Ltd., 99% equity of Carlsberg beer (Guangdong) Co., Ltd. and 100% equity of Kunming Huashi Beer Co., Ltd.

The third step is to purchase package B assets of Carlsberg brewery. This time, it is not package B assets that increase the registered capital with consideration, but Chongqing Jianiang wants to take out the real gold and silver to buy.

The consideration of package B assets is 1.79 billion yuan. Chongqing Jianiang can pay Carlsberg brewery in two instalments. Package B assets include: 100% equity of Xinjiang Wusu Beer Co., Ltd. and 70% equity of Ningxia Xixia Jianiang Beer Co., Ltd.

The capital sources of Chongqing Jianiang's acquisition are its own funds and debt financing. Under the guarantee of shareholders, direct borrowing from banks is not excluded.

Once the three-step related party transaction is completed, all the beer assets and businesses held by Carlsberg in China will be included in the listed companies to realize the overall listing in China.

"Mountain city" trademark right to use outside triggered a lawsuit

After the merger and acquisition of breweries, China Resources brewery used the "snowflake" single brand, and Tsingtao Beer expanded to use "Qingdao" and "Laoshan" brands. But Carlsberg is different. In the Chinese market, it always has two swords in hand: regional strong brand and international middle and high-end brand.

Retain the local strong brand, let Carlsberg in the acquisition of local breweries, become a bargaining chip to win the negotiation with the local government. In Chongqing, Xinjiang and Yunnan, this is the case.

As early as Carlsberg increased its holding of Chongqing beer, the state owned assets supervision and Administration Commission of Chongqing Municipality once replied in writing to the 21st century economic reporter about the trademark valuation of Chongqing beer, saying that it would continue to retain the "mountain city" beer brand, and work with the state owned assets supervision and Administration Commission of Chongqing Municipality to build Chongqing beer into a first-class beer enterprise with a scale of more than 5 million tons and enter the ranks of the first group in China's beer industry. This is Carlsberg's promise.

Carlsberg's original heart was not lost.

According to this year's Chongqing beer semiannual report, the company has two local brands, such as "Chongqing" and "mountain city", which are deeply loved by consumers. After becoming a member of Danish Carlsberg group, the third largest brewer in the world at the end of 2013, the company obtained the production and sales rights of Lebao, Carlsberg and Kaixuan 1664, forming a brand combination of "local strong brand + international high-end brand".

However, the remaining problem of "Shancheng" beer trademark was not solved until October 9, when a lawsuit broke out.

Chongqing Jiawei, a joint-stock enterprise of Chongqing beer, filed a civil complaint on September 27, and Chongqing first intermediate people's Court issued a summons the next day. Chongqing Jiawei sued Chongqing beer and its subsidiaries, Carlsberg beer (Guangdong) Co., Ltd. and Carlsberg (China) beer industry and Trade Co., Ltd. to the court. The defendant introduced other brands to sell in Chongqing on the ground that Chongqing beer and its subsidiaries only produced "Shancheng" brand beer, which led to the reduction of market share of "Shancheng" beer, thus damaging the plaintiff's Interests.

The plaintiff, Chongqing Jiawei, claimed that Chongqing beer had failed to fulfill the minimum underwriting quantity and price stipulated in the underwriting agreement from 2011 to 2015, resulting in a loss of nearly 300 million yuan and corresponding interest loss of more than 600 million yuan.

The reporter of 21st century economic report inquired the annual report of Chongqing beer and learned that the 20-year "framework agreement on exclusive sales of products" was signed in 2009. Both parties agreed that during the term of the agreement, Chongqing Jiawei only produced Shancheng brand brand series beer, and all of them were sold by Chongqing Brewery. According to the existing production capacity and market demand of Chongqing Jiawei with an annual output of 150000 kiloliters, Chongqing Jiawei has set up a production capacity of 150000 liters of beer On the basis of the actual production and sales volume of 80000 kiloliters in 2008, the number of underwritten sales is 14000 kiloliters per year from 2009 to 2013, ensuring that it reaches 150000 kiloliters in 2013. Since 2013, the growth of beer production and sales of Chongqing Jiawei and Chongqing beer in Jiulongpo District and northern New Area of Chongqing beer has kept pace with each other; the exclusive selling price is also calculated according to the ex factory price of Chongqing beer with the same variety, specification and market in these two regions; Chongqing Jiawei bears the corresponding sales expenses.

In that year, Chongqing beer sold 95000 kiloliters of Chongqing Jiawei beer, with an amount of 200 million yuan excluding tax. The reporter of 21st century economic report inquired and learned that in the first half of this year, the company sold 54000 tons of beer without tax, and the sales amount was 200 million yuan. In the first half of last year, the total sales volume was nearly 70000 kiloliters, and the sales amount excluding tax was 250 million yuan.

On October 12, Chongqing beer insiders told reporters of the 21st century economic report that this was a legacy problem that existed when the Shancheng brand was still in the hands of Chongqing beer group. As early as the early 1980s, Sichuan and Guizhou enterprises established a "Shancheng beer Consortium" to underwrite the beer of Chongqing Brewery (the predecessor of Chongqing Beer Group). At that time, the predecessor of Chongqing Jiawei was Chongqing Jinxing brewery. In order to expand, the use right of "mountain city" trademark is blooming everywhere.

It is in this context that Chongqing Jiawei has become a long-term partner of Chongqing beer. After Carlsberg moved into Chongqing beer, Shancheng trademark also entered the listed company through purchase, but the underwriting agreement was signed for 20 years.

"Later, the two sides also signed supplementary agreements and memoranda, and Jiawei also expanded to produce Lebao beer. But after Carlsberg came in, the market environment changed, and the development of high-end became the main strategy of the company. Shancheng beer is positioned at the public price. It is the adjustment of the product structure that has led to the divergence of interests between Chongqing beer and its partner Jiawei. It was only because of the failure of negotiation that it became what it is today. " Said the person familiar with the matter.