South Locomotive north car merger program will exceed 300 billion of total assets       

December 30, 2014,CSR、North China carAnnounce merger plans. The merger was carried out in the form of CSR combined with the North car. The new company to be renamed "China zhongche".

South Locomotive exchange absorption north car

In October 28th, the two companies issued the announcement of the 27 suspension in October, called "planning major events"". Subsequently, in October 31st and November 28th issued a notice of suspension continued. In the November 28th announcement, the two companies said that since December 1st to continue the suspension, is expected to continue the suspension time is not more than a month.

According to the announcement, the specific way of merger, Chinese to Chinese CSR north car of all A shares issued convertible shareholders China CSR A shares, H shares issued to the Chinese Chinese CSR CNR H-shares all convertible shareholders, and intends to issue A shares will be listed for circulation in Shanghai, intends to issue H shares the application will be listed on the Hongkong stock exchange circulation, China CNR of A shares and H shares shall be cancelled accordingly.

All the assets, liabilities, business, personnel, contracts, qualifications and all other rights and obligations of the CSR company and the North China car are inherited and undertaken by the new company after the merger. After the merger the new company name to be changed to "Chinese China Zhongche Limited by Share Ltd", referred to as "China Zhongche", the final name will be the State Administration for Industry and Commerce and the Registrar of Companies in Hongkong approved the registration information shall prevail.

This merge, China China CSR and CNR A shares and H shares intends to use the same ratio for the convertible convertible, in order to make the same company all A shares and H shares fair, to the same company in different categories of shareholders holding shares of the relative ratio remain unchanged before and after the merger.

The specific exchange ratio of the merger is 1:1.10, that is, every 1 shares of china CNR A shares can be exchanged for 1.10 shares of CSR A shares issued by CSR. Every 1 shares of china CNR shares can be exchanged for 1.10 CSR shares issued by csr. The exchange rate system by the merger of the two sides in order to related stocks in the first announcement board resolution before the 20 days average trading price as the basis of market reference price, considering the factors of history, business performance, stock market capitalization, the fair negotiated.

Total assets after consolidation or over 300 billion yuan

According to the announcement, the merger will not lead to changes in the actual controller of the new company after the merger. After the implementation of the merger, the actual controller of the new company after the merger is still the SASAC of the state council.

China CNR and CSR in 2000 were divided into two competitors by China Railway rolling stock industrial corporation. The two companies are mainly rail transportation equipment manufacturing industry, managed by the SASAC, the initial business is divided by the north and South regions, but the geographical boundaries are already absent. The two companies have always been evenly matched, both domestic and foreign markets, the increasingly fierce competition between the two companies. Many industry insiders believe that the competition between North and South vehicles, to some extent, weakens the international competitiveness of China's rail transit equipment manufacturing, and is one of the important reasons for the merger.

Results show that the first three quarters of this year, the two companies net profit performance is also comparable. China CNR three quarterly report shows that the first three quarters of the operating income of 64 billion 166 million yuan, an increase of 9.84%, attributable to shareholders of listed companies net profit of 3 billion 958 million yuan, a year-on-year growth of 65.1%. CSR three quarterly report shows that the first three quarters of the operating income of 84 billion 890 million yuan, an increase of 50.19%, attributable to shareholders of listed companies net profit of 3 billion 974 million yuan, a year-on-year growth of 58.29%.

The three quarterly report in 2014 showed that the total assets of CSR in the third quarter of 2014 were 150 billion 910 million yuan, and the total assets of china CNR was 152 billion 930 million yuan. After the two car be made one new "car", the total assets of more than 300 billion yuan.