As the "Republic of the eldest son," the central enterprises restructuring and integration is undoubtedly the current round of SOE reform tide of the "key", the top of the positioning is very clear: "Promoting powerful combination, and optimize the allocation of resources to effectively address duplication, excessive competition and other issues." .

As for the internal logic or path integration of central enterprises choose to explore all walks of life have also been numerous. CITIC Securities report earlier judgment, there are three paths central enterprise integration: First, with the competition of the central enterprises merger of similar items, increase market concentration; the second is the industrial chains of different aspects of the central enterprises to carry out integrated, shaping the industry chain advantages; three is Mixed central enterprises to achieve specialization.

Late last year started the current round of integration of central enterprises "first shot" of the north-south vehicle merger is clearly the first path, similar to the volume of business high degree of overlap of the two central enterprises through the "merger of equals" approach to the successful formation of China in the car, for the central enterprises The reorganization and integration of the lead and establish a replicable, promotion template.

And after a lapse of nearly a year, the other two central enterprises - China Metallurgical Group and China Minmetals is provided under the second path, on which the same chain in different areas, with different advantages among enterprises "complementary restructuring" new template.

December 8, general manager MCC ZHANG Zhaoxiang in Beijing officially announced the approval by the State Council, China Metallurgical Group and the implementation of the strategic restructuring of China Minmetals, China Metallurgical Group, China Minmetals entirety.

For the strategic restructuring, MCC (the "MCC") and China Minmetals (the "Minmetals") side has repeatedly stressed that this is the two central enterprises to choose at the market principles. From the evening of August 25, China Metallurgical Group, China Metallurgical announcement listed companies planning major issues continue to be suspended due to the more than three months after the announcement of the strategic restructuring, the analysts view, the program granted fast speed to a certain extent also reflects the recognition of the high level of this type of reorganization.

One to "build a world-class metals and mining enterprise groups" as the goal, the total assets of over 700 billion yuan of central enterprises "super carrier" in this water.

Independent "marriage" on the deep historical origins

"Although the strategic restructuring of final approval by their superiors, but it is based on mutual recognition of the two companies to come together." In a special communication at the date of merger of two central enterprises when asked whether the department executive orders leading time, ZHANG Zhaoxiang so respond.

The source of this identity, although unlike the car north and south this is the "one", but also based on deep historical roots.

MCC formerly known as 1982 the State Council approved the establishment of the China Metallurgical Construction Company, under the former Ministry of Metallurgical Industry. China's first team as the new strength steel industrial construction, from Anshan Steel, Wuhan Iron and Steel, TISCO, Panzhihua Iron and Steel, Baosteel, MCC has undertaken a plan has almost all domestic steel enterprises in major production facilities, survey, design and construction project is to build a new China "reinforced steel frame" of the founders. Founded in 1950, China Minmetals is the earliest "going out" of the traditional foreign trade enterprises, have long assumed the role of China Metals and Minerals Import and Export of the main channel.

From as early as the planned economy era, as the two pillars of China's metallurgical industry, located in the industrial chain ends MCC and Minmetals has maintained close business dealings. "Minmetals ore as raw material supply MCC, MCC steel, non-ferrous products are sold to them." Metallurgical industry insiders to the "Securities Times" reporter Road.

1982 separation of ferrous metallurgy and non-ferrous metallurgy and after 1998 the Ministry of Metallurgical Industry and nonferrous Corporation revoked, MCC and Minmetals has become its most important "legacy" successor. As a subsidiary of Metallurgical Industry Design and Research Institute and the Metallurgical Construction Company and related assets, was placed under the rule of the majority, the colored part of the Institute's headquarters, construction companies, manufacturers of assets included in the final was removed Minmetals subsidiary.

Minmetals behind expanding the territory to grow, but also often flashed MCC figure. As MCC has led or participated in include Minmetals Minmetals Yingkou Medium Plate's company, Han Xing metallurgical and mining Administration, Hunan Nonferrous Metals Holding Group and other major projects, including a number of enterprises and a number of overseas mineral resources development project consulting, Construction design and construction.

It is worth mentioning that, for many people, MCC, Minmetals current chairman He Wenbo also an old acquaintance. Before transferred to Minmetals, He Wenbo had long worked at Baosteel, Baosteel main production facilities are designed, and the contractor is the MCC.

From a historical perspective, associate degrees in business, personal connections to the corporate culture and other aspects, MCC and Minmetals is nothing less than the origin is not profound. This identity has laid the MCC and Minmetals "Combined" and "emotional foundation", while the two central enterprises to consider the future development strategy will ultimately drive the awful marriage landing.

"We two will go one, is based on our common goal, our future is to participate in international competition."

This strategic restructuring working group leader both sides, Minmetals Group Chief Accountant Shen Ling said, whether the guarantee resource supply and resource security standpoint, or on China's role in the global economy of the future, the need of an owner international competitiveness of large resource-based enterprises appear.

"In addition, driven by the national strategy, the two central enterprises merge, I believe there is an important background, it is now a significant decline in commodity prices." CASS researcher economy plays Jin Wen accept the "Securities Daily" He said in an interview with reporters. In its view, Minmetals and MCC's business related to commodities related to the merger is a response to the two companies to enhance the ability to resist risks taken.

And in the special communication at the date, ZHANG Zhaoxiang also made it clear at the beginning of the implementation of the strategic reorganization of MCC and Minmetals, "to build a world-class group of metals and mining companies to do security guarantor of national resources, industrial upgrading and innovation who, driven by the flow of the transition to strategic positioning, the central enterprises and Make bigger needs, will greatly enhance the anti-risk capability and the international influence of enterprises, control. "

Statistics show that at present, MCC is the world's largest metallurgical construction contractor and operator service providers metallurgical enterprises, is one of the priorities established resource companies; domestic production capacity is the largest steel manufacturer. By 2015, the company ranked No. 326 in the "World 500" rankings, ranked No. 10 in ENR's "Top 250 Global Contractors" ranking.

Minmetals in the establishment of "China's non-ferrous metal resources in the most advantageous business, China's largest supplier of iron ore resources, China's largest steel product distribution service provider" status, while its major overseas institutions around the world 34 countries and regions , it became an international mining company. 2014, China Minmetals achieved operating income of 322.757 billion yuan, ranking the world's 500 section 198, which ranked No. 4 in the metal class enterprise.

Shen Ling expects the combination after a new Minmetals total assets of more than 700 billion yuan, sales income of more than 500 billion yuan, will be among the world's top 100 enterprises. Meanwhile, the two central enterprises believe that through this strategic restructuring to achieve "fit", will build up a higher level of international business platform, boosting international steel and nonferrous metals production and equipment manufacturing output, and international contractors in the field of infrastructure construction to achieve new breakthroughs.

For the reorganization of central enterprises to provide "complementary" Model

As a second case from the north and south of the central enterprises to integrate the car after the merger, the MCC and Minmetals marriage reflects two major new features. First of all, the merger is not the same industry, but the chain is located between the two companies have different strengths "complementary" reorganization.

"The two companies overlap of business small, homogeneous competition basically does not exist, but in the extension of industrial chain synergies and highly complementary." Insiders told the "Securities Daily" told reporters.

Shen Ling also pointed out that the rule of the traditional main business section is research survey and design, construction and metallurgy metallurgical equipment manufacturing, while China Minmetals is mainly engaged in the supply and distribution of metallurgical raw materials, through two strategic reorganization of central enterprises, the new five mine will form a set of resource acquisition, engineering design, project construction and development operations and product distribution for the whole industry chain integration advantages and comprehensive service capabilities integrated, "one-stop service to provide the metallurgical industry in China and the world."

In the analysts view, this industry chain integration, through the help future cooperation at a lower cost to undertake more projects, especially for overseas market capacity output, the more "do more with less."

Public disclosure of the latest data show that as of October this year, China Metallurgical (currently owns and operates the A + H-share listed companies, MCC 97% core assets) overseas orders 27.031 billion yuan, representing growth of 121%, but the total Order the proportion of only 8.9%, relative to other large buildings central rate at a low level. By contrast, 42 percent of Minmetals overseas assets, reach into the world, in overseas contacts, business capability and international talents reserves obvious advantages.

In the industry view, the ability to obtain information Minmetals strong overseas. Metallurgical able to use its overseas system, and promote the development of overseas business. For example, with the advancement along the way strategy, mineral resource development projects Minmetals acquired abroad, MCC can help him design, construction and operation. Meanwhile, the implementation of the rule of municipal infrastructure as well as transportation, real estate development and other business segments, can also take the opportunity to go out.

In addition, the advantages Minmetals is also reflected in the strong financing capability and capacity melt binding capacity, the Group has an assembly including a full banking license bank, trust, securities, including. For MCC, in the national vigorously promote the PPP and other new business models inevitable trend, it is expected to create a strong set of restructuring aid financing ability, good ability of industry integrated financial services providers and mature producing melt mode of operation, to deepen the Combination help enterprises with greater courage to seize the opportunity, seize the market, from business projects to city management, change management area, increase in regional economic development influence and competitiveness of the industry chain, to expand the company's business scale and profit growth space.

On the other hand, for Minmetals, the MCC's business is also able to provide support for their metal mining operations. In particular, we need to mention that the MCC is not a simple infrastructure company, but a company with technology ancestry research design companies. Data show that MCC has 16 national science and technology innovation platform and national key laboratories and more than 53,000 engineering and technical personnel, scientific and technological innovation in the central business first phalanx. As of September 2015, a total of 15,000 have a valid patent breakthrough, ranking fourth in the central enterprises. These patents covering advanced manufacturing, 3D printing, Internet +, and other fields.

Faced with the metal mining industry from production to distribution of high-end, new demand for green, innovation and transformation development, MCC huge patented technology group, in particular it is in the world's advanced level of engineering technology, the core equipment design and manufacturing technology and advanced energy saving The new supply of technology, Minmetals will no doubt develop domestic emerging markets and emerging fields brings a powerful boost.

Qin source Securities steel industry analyst told the "Securities Daily" reporters, for example: "equipment manufacturing business is a main business Minmetals MCC electricity supplier business will accumulate a lot of downstream users Big Data 'big data + equipment. Manufacturing 'will open the Minmetals Development (Minmetals its listed companies, domestic ferrous metal circulation largest integrated service provider) leading industrial door 4.0. "

In addition to "complementary" Another great feature restructuring, MCC and MCC Minmetals integration is a whole into the operating path Minmetals.

As for the central enterprises depth research of corporate governance experts, drama Jin Wen told the "Securities Daily" reporters, state-owned enterprises, especially the central enterprises are a special kind of business, governance structure is very complex. The two central enterprises to merge, a conflict on its internal governance structure is inevitable, but the transaction costs to resolve these conflicts and contradictions often required is enormous. For example, each central enterprises have the administrative level, its executives also correspond to the provincial and ministerial level, bureau level of administrative title. The board chairman, the general manager or the selection by the Central Organization Department of the appointment or selection appointed by SASAC. Personnel after the merger the two companies is how to arrange a prominent issue, handled properly will seriously affect the consolidated results.

In fact, it is understood that after the merger of North and South car because it involves a large number of personnel changes, the impact of the management is relatively large, and therefore the implementation of more power from the State Council and the SASAC.

Therefore, in the drama Jin-Wen opinion, this restructuring between MCC and Minmetals demand for personnel changes is small, greatly reduces the difficulty of the operation the two companies merged, but also for the combined new internal governance Minmetals rationalize the structure to reduce the obstacles.

According to the current strategic restructuring plan, in theory, only to be transferred MCC linked to the new Minmetals Group, on the organizational structure and the China Minmetals Corporation (Minmetals currently operates the main business of the body) side by side, and will not change its independence and operation mechanism.

Among them, the China Metallurgical is A + H listed companies in Shanghai and Hong Kong listed its assets accounted for 97% of the MCC, in this way to ensure that the strategic restructuring of China Metallurgical full accordance with the rules of a listed company to operate, Therefore, China Metallurgical independence and integrity will not be affected.

SASAC Enterprise Reform Bureau heroic White previously said that the success of the reorganization and integration of the north-south vehicle for the reorganization and integration of the central enterprises to explore a replicable and replicable model, but also for the central enterprises to deepen reform explore the successful experience provides a useful reference .

In an interview with the "Securities Daily" reporters, many experts also said that MCC and Minmetals opens the central enterprise restructuring the new model also will be an important template for the future of other central enterprises to merge.

"If the reorganization of MCC and Minmetals particularly successful in all aspects of efficiency have achieved a large degree of cross will certainly be other similar cases have a significant impact on a business combination." Drama Jin Wen Road.

China Enterprise Institute chief researcher Lee Kum then told this reporter pointed out that MCC and Minmetals are currently excess capacity relative to industry-related, involves the supply-side reforms. The two central enterprises realized through the restructuring of the chain complement each other and promote the transfer of production capacity, it is supplied to adjust the structure. Future industry overcapacity may be more central enterprises merger of MCC and Minmetals learn mode.

Minmetals integration of new internal reform drama with Taiwan

With MCC and Minmetals combined into a foregone conclusion, a new Minmetals internal reorganization and integration, how to promote SOE reform will also become the focus of attention.

It is understood that the two jointly decided to reorganize the central enterprises will be divided into three steps: the first stage is the integration of strategies and management systems, is expected to completed in 2016; the second stage is the further integration of enterprise business; the third stage, from the perspective of their strengths and business class departure further business segments, optimizing the allocation of resources, the depth of integration of enterprises.

ZHANG Zhaoxiang entire restructuring plan is expected to take two to three years to complete time.

Some analysts have pointed out, the two central enterprises Group restructuring effects in the short term is difficult to see, but both sides have extremely imagination consolidation effect in the capital level, will greatly enhance the operational efficiency of capital both groups.

Statistics show that China Metallurgical's main project contracting, equipment manufacturing, real estate development and other mineral resources development and other business segments. Among them, the China Metallurgical swept project contracting, resources development, equipment manufacturing and real estate development and other four major business, with 97 percent of MCC's core assets.

Minmetals's then there are six major business segments; were non-ferrous metal, black metal, black metal flow of trade, financial services, real estate construction business and research institutes; seven listed companies: Minmetals A shares were rare, five mine development, Zhuzhou Smelter Group, tungsten high-tech and Jinrui technology, as well as Minmetals Minmetals Resources and listed in Hong Kong.

Currently, the two central enterprises group in the development of mineral resources, real estate, construction and other sectors are still some overlap operations. At the same time, compared with MCC have listed the basic core assets, asset securitization rate Minmetals is low, only about four percent, financial and real estate business is not yet available.

"From this perspective, the future is expected to keep the two groups in the respective stability of the framework, in accordance with the principles of industrial optimization, the two gradually further integration, reflecting better internal synergies and external competitiveness." Securities in a report He noted.

Shun Securities believes that the China Metallurgical, the expected loss of the resources sector will continue to release or transfer to a subsidiary of Minmetals Minmetals development, which will significantly improve the company's profitability. For Minmetals Development, if eligible NOTE Metallurgical black business assets, will be beneficial to its steel import electricity supplier customer traffic, as well as to build the line, warehousing, logistics system. In addition, the "new Minmetals' lead and zinc business Xinyegufen or may choose one strain of which treatment group as a platform to make new housing to undertake financial business Minmetals's unlisted.

GF Securities report is expected, mineral resources development business, MCC's current losses will be separated, and non-ferrous metals business Minmetals integration, and the development of better Metallurgical engineering contracting and real estate development business assets into the possibility there is.

Another concern is that, Shen Ling said at the meeting in a special communication, the future direction of the central rate of capital investment in the company is to become a state-owned or state-owned capital operating companies, or equity investment holding group level corresponding business segments, stronger and excellent business accordingly, Depending on the business needs of M & A-related business or company.

In fact, many analysts believe that, with the two central enterprises Group merger and reorganization, the new state-owned Minmetals will also usher in reforms "window period", to resolve after years of troubled state-owned enterprises to digest the various deep-seated contradictions in order to deepen reform The dividend enhance the vitality and competitiveness of state-owned enterprises.

"In the merger context, while promoting reform, can greatly reduce the cost of making the state-owned enterprise reform. For example, you want to do before ESOP, the introduction of strategic investors, we need to take the program even SASAC approval of the State Council separately, now you can reorganize business at the same time, add to the mix to advance these together, saving a lot of cost, "play Kam Man Road.

GF Securities said that after the whole injection, MCC is no longer directly under the jurisdiction of the SAC, which is in the system will become more flexible: no direct assessment by the SASAC, more flexible assessment indicators; difficult to carry out in the past at the group level After a series of reforms to transform the "small platform" test the possibility of the presence of water; in business transformation, there is no progress in the burden of thinking large central enterprises may be more active.

Now you can see that, whether or MCC Minmetals really are speeding up the pace of exploration and promoting SOE reform.

Earlier, on July 30 this year, Minmetals Construction Standards Board held a working meeting and the next meeting of the Board of Directors, emphasized the meeting on building a modern enterprise system, and the appointment of the four outside directors. Huatai Securities believes that the Board of Directors meeting was held for the first time means that the group began to attach importance to the role of the board of directors of state-owned enterprises reform group most likely entered the stage of practical operation.

Minmetals and thereafter on a mixed ownership reform is indeed a big step forward: its listed companies Minmetals Minmetals Development recently in the process of introducing electricity supplier replenishment Ali venture, set up employee stock ownership platform, and Ali venture in Minmetals electricity Suppliers for the stake of 44%, second only to Minmetals Development holds 46% stake.

According to Shen Ling revealed that Minmetals staff if you want to enter a joint venture with Minmetals Ali electricity supplier, you need to terminate the labor contract and group relations. In Minmetals electricity supplier, both sides have left a 10% stake in the team as an incentive for the future.

Metallurgical ESOP same positive break the shell to be out. December 9, China Metallurgical announcement that the company is planning ESOP matters. According to the reporter, MCC staff are very positive.

However, the market share for employee-owned company will be spread not less than 20% of the claims, the China Metallurgical said in a bulletin "specific programs still under research and feasibility studies were content or proportion of employee stock ownership plan has not been determined." In addition, it is understood that after the Commission issued the "Guidance on Listed Companies ESOP pilot", also held by the Employee Stock Ownership Plan provides for some cumulative total number of shares shall not exceed 10% of the total share capital of the company.

In any case, for the MCC and Minmetals, the new stage is set, the upcoming drama with Taiwan. Minmetals is not only the future of the new assets of over 700 billion yuan of total metal mining "super carrier", as well as blood will flow more innovative, more dynamic, to accelerate the pace towards the bigger, stronger, do good, to become an international level of competition in the leader's strategic goal.