Series Trademark Fire Line Unsealed Chongqing Beer 8 Billion Major Assets Reorganization Countdown?

While most liquor companies are busy with a new round of sales promotion, Chongqing beer (600132. SH), for the first time, threw a series of announcements on Saturday night: due to a lawsuit with Chongqing Jiawei Beer Co., Ltd. (hereinafter referred to as Chongqing Jiawei), the trademarks of "Shancheng" series and "Chongqing" series were sealed up due to property preservation in litigation, which have now been replaced and unsealed.

More importantly, the report on the implementation of major asset purchase and joint venture capital increase and related party transactions issued by Chongqing Brewery Co., Ltd. (hereinafter referred to as the implementation report) shows that the implementation of a major asset restructuring planned and implemented at the beginning of the year has come to an end. Now, Carlsberg brewery has injected its controlling stake in China's beer assets into Chongqing beer, with a net asset of nearly 8 billion yuan, which can be regarded as another heavy beer.

When Carlsberg integrated China's domestic beer assets into the listed companies, Chongqing Jiawei could be described as "Cheng Yaojin" -- on the day of Chongqing Brewery's holding the temporary shareholders' meeting and on October 9, the company also announced the announcement that Chongqing Jiawei sued Chongqing beer for failing to perform the contents of the beer package sale agreement and demanded compensation totaling 600 million yuan.

Two months later, on December 9, in accordance with the relevant provisions of the measures of the Shanghai Stock Exchange on the management of major assets reorganization of listed companies, if the reorganization plan of a listed company is not implemented within 60 days after the date of announcement of the resolution of the general meeting of shareholders, the listed company shall disclose the announcement of the implementation of the reorganization again.

The reporter of 21st century economic report consulted the announcement on the progress of asset restructuring issued on the 9th, and found that it was precisely because of the dispute over exclusive sale of the manufacturer that this major asset restructuring was blocked because some trademarks had not been transferred.

But the deadline for fulfilling the promise to solve the beer industry competition is coming. Chongqing Brewery will complete all asset restructuring before December 31. The end of the race.

The release of trademark rights makes way for major asset restructuring transactions

Less than 20 days from the new year, can Chongqing Beer's major asset restructuring transaction of nearly 10 billion yuan be successfully completed?

On the evening of 12th, Chongqing Brewery issued an urgent announcement, and the company submitted an application for lifting the property preservation measures to Chongqing first intermediate people's court, which Chongqing Jiawei sued. On December 9, the court has made a civil ruling: 150 million yuan of deposit in the account of Chongqing Jianiang Beer Co., Ltd. (hereinafter referred to as Chongqing Jianiang), the holding subsidiary of Chongqing beer, was frozen for one year, and the seal up of trademark rights under the name of Chongqing beer was lifted.

It took less than 10 days from the seizure of the beer trademark right caused by the lawsuit to the unsealing. On December 2, Chongqing beer received the court's sealed trademark documents, including 10 "Shancheng" series and 16 "Chongqing" series trademarks.

The closure of the trademark made Chongqing beer unexpected. Five days after the seizure, the head of public affairs of Carlsberg Greater China sent a written statement to the reporter of 21st century economic news in the evening: Chongqing Jiawei's litigation requirements have nothing to do with this major asset restructuring, this is a lawsuit filed by the supplier of Chongqing beer over its commercial dispute with Chongqing beer. "Carlsberg has taken measures to ensure that the property preservation will not adversely affect our operations and the completion of this major asset restructuring transaction."

As expected, the "Chongqing" Brewery Co., Ltd. is going through the registration procedures of Chongqing Jiari Beer Co., Ltd. According to the implementation report of major assets reorganization, Chongqing beer and Chongqing Jianiang signed a trademark use contract on December 2, and the subsidiary Chongqing Jianiang will use the "mountain city" and "Chongqing" trademarks for brewing from the date of delivery.

Although the property is preserved through replacement, the case of manufacturer dispute has made way for the ongoing major asset restructuring of Chongqing beer. But Chongqing beer had to say in the announcement that the lawsuit has not yet entered the trial procedure and the result of the lawsuit is uncertain.

The lawsuit took place before the national day.

As early as September 27, Chongqing Jiawei submitted a civil complaint to Chongqing first intermediate people's court and was accepted. Chongqing Jiawei, including Chongqing Brewery and its branch and other subsidiaries of Carlsberg, filed a lawsuit in court on the ground that Chongqing Brewery and Chongqing Brewery have signed a 20-year "product underwriting framework agreement" and supplementary agreement since 2009, but Chongqing Brewery and other Carlsberg companies have introduced other brands into Chongqing production by expanding related party transactions, thus damaging Chongqing Jiawei The interests of the. The plaintiff asked the listed company to compensate for losses totaling more than 600 million yuan.

In the indictment, the litigation claims include: the judgment that the listed company should compensate the minimum underwriting quantity and price determined by the underwriting agreement from 2011 to 2015, resulting in a loss of nearly 300 million yuan to the plaintiff (specifically subject to the judicial audit conclusion); and the judgment that Chongqing beer and Carlsberg's affiliated enterprises sold to the plaintiff in Chongqing due to the purchase of Carlsberg brand and Lebao brand The losses caused are temporarily 6.72 million yuan (subject to the judicial audit conclusion).

It has to start in 2009. In January of that year, both parties agreed that during the term of the exclusive sales agreement, Jiawei only produced Shancheng brand brand brand series beer, and all the beer produced by it would be sold by Chongqing beer. According to the annual production capacity of 150000 tons of Jiawei beer, the number of Chongqing beer contracted sales increased by 14000 kiloliters per year from 2009 to 2013 compared with the previous year, ensuring that it reached 150000 kiloliters in 2013. Since 2014, the total production and sales volume of Chongqing beer in Jiulongpo District and the northern New Area of Chongqing beer have increased simultaneously.

However, with Carlsberg's entry into Chongqing beer, the high-end strategy was gradually implemented in Chongqing. In addition, the market environment changed, the relationship between manufacturers changed from the exclusive sales system in the early stage of beer consumption to the manufacturer led one. Both sides gradually had doubts about the implementation of relevant price terms in the underwriting agreement and the cumulative volume of exclusive sales of beer. In 2016, in the supplementary exclusive sales agreement between Chongqing Brewery and its old partner Jiawei, Jiawei no longer only produces Shancheng beer, but can produce "Lebao" and "Chongqing pure draft" beer under the conditions of meeting the production standards of relevant products, and Chongqing Brewery will underwrite them.

In that mediation, Chongqing beer also promised to pay a settlement of 30 million yuan to Jiawei.

I didn't expect that four years later, the accumulated contradictions broke out again, just at the critical moment of Chongqing Beer's major asset restructuring.

"Based on the company's existing evidence, the legal adviser believes that the claim of Jiawei lacks legal and contractual basis." Carlsberg's response to China's greater economic region's written report said.

Chongqing Brewery said in the announcement that the company is actively taking measures to respond to the lawsuit to defend the improper claims of Chongqing Jiawei, and earnestly safeguard the legitimate rights and interests of the company and its shareholders.

The deal is coming to an end

Chongqing Beer's major asset restructuring has come to an end.

This major asset restructuring, which was planned in March this year and started with the signing of a memorandum of understanding between Chongqing Brewery and its controlling shareholder Carlsberg Brewery Co., Ltd. (hereinafter referred to as Carlsberg brewery), has lasted for more than half a year. According to Carlsberg's commitment to Chongqing beer in 2013, it will completely solve the problem of competition in the same industry within 4-7 years.

Carlsberg brewery's beer assets in China are distributed in three companies: direct or indirect wholly-owned Xinjiang Wusu Beer Co., Ltd., 100% equity of Carlsberg Hong Kong and 70% equity of Ningxia Xixia Jianiang Beer Co., Ltd.

Carlsberg Hong Kong is also a major shareholder of Chongqing beer and Guangdong Carlsberg Consulting Management Co., Ltd. (hereinafter referred to as Carlsberg consulting). Chongqing Brewery retains the local and Western beer assets of Chongqing, which opened up its territory in the old heavy beer era before Carlsberg's acquisition; Carlsberg consulting has four companies: 99% equity of Carlsberg Guangdong, 100% of Carlsberg (China) beer industry and Trade Co., Ltd., 100% of Carlsberg beer enterprise management (Chongqing) Co., Ltd., and 100% equity of Kunming Huashi beer.

How to put unlisted assets into Chongqing beer?

Carlsberg adopts the method of holding non listed assets by listed companies instead of putting all the assets in China into the listed companies, which is directly related to the asset volume of Chongqing beer. According to the implementation report released on December 12, Carlsberg's non listed net assets plus equity totaled 7.8 billion yuan, which was 5.5 times of the net assets of Chongqing beer.

In the trading scheme, Chongqing Jianiang, the holding subsidiary of Chongqing beer, serves as a platform for asset injection.

According to the implementation report, Carlsberg packaged 100% equity of Wusu Beer and 70% equity of Ningxia Xixia Jianiang into package B assets, with consideration of 1.79 billion yuan. The equity of Carlsberg Consulting's company is packaged into package a assets with consideration of 5.37 billion yuan. Two Carlsberg net assets were injected into Chongqing Jianiang, about 7.1 billion yuan.

In addition to injecting assets of Carlsberg non listed companies, Chongqing Brewery acquired 48.58% of Carlsberg Hong Kong's equity in Chongqing Jianiang, which cost 643 million yuan in cash.

Once the transaction is completed, Chongqing Brewery will hold all Carlsberg's beer assets in China through Chongqing Jianiang.

So, how is the deal going?

The 21st century economic report reporter inquired about the industrial and commercial registration system and learned that on November 5, Chongqing Jianiang purchased 70% of the equity of Xixia Jianiang in Ningxia. On November 6, Xinjiang Wusu Beer was purchased by Chongqing Jianiang.

According to the implementation report, all package a and package B assets have been transferred to Chongqing Jianiang, and the corresponding industrial and commercial change registration has been completed. Chongqing Jianiang has paid Carlsberg brewery the initial equity transfer price for purchase of package B, which is 51% of the total transfer price. Before December 31, Chongqing Jianiang will pay Carlsberg brewery the balance of package B.

The unsealed trademark became the last asset. Once transferred to the name of Chongqing Jianiang, Chongqing Beer's business and assets injected into Chongqing Jianiang will be completed.

Now, Carlsberg brewery has injected its controlling stake in China's beer assets into Chongqing beer, with a net asset of nearly 8 billion yuan, which can be regarded as another heavy beer.

The reporter of 21st century economic report has been following Chongqing beer for many years and learned that Carlsberg brewery has paid 7.68 billion yuan in cash since it accepted the 17.46% equity of Newcastle in Chongqing beer in 2008, and only then has it grasped the control of Chongqing beer and all beer production enterprises of Chongqing beer group.

In 2010, Carlsberg brewery acquired 12.25% equity of Chongqing beer group with 2.385 billion yuan. In 2011, Carlsberg brewery invested 200 million yuan to subscribe for 30% equity of Xinghui investment (the predecessor of Chongqing Jiajiu), which owns seven breweries in the west of Chongqing heavy beer group. In 2012, Carlsberg brewery spent 609.2 million yuan to increase its stake in the Western brewery of heavy beer group. In 2013, Carlsberg brewery invested 2.931.8 billion yuan through partial tender offer, and transferred the remaining equity of Chongqing beer group in Chongqing beer, thus holding 60% of Chongqing beer and obtaining its controlling equity.

As early as 2004, Scottish brewer Newcastle acquired 17.46% of Chongqing Beer's equity with 525 million yuan, becoming the second shareholder of Chongqing beer. With this investment, Chongqing Brewery, which originated in 1958, was reorganized into China's fourth largest beer group, Chongqing beer group. It took only 10 years to realize 8.2 billion yuan through foreign investment.

In 2004, the acquisition of Haber's parent company (AB) cost 66 million Hong Kong dollars. In 2006, InBev acquired 100% equity of Fujian Xuejin beer with 5.886 billion yuan. In 2013, China Resources snowflake swallowed the whole Jinwei beer at a cost of 5.38 billion yuan. In that year, Carlsberg created a sky high price for foreign capital acquisition, and its investment in the acquisition of Chongqing beer group and shares was about three times of the total net assets of Chongqing beer at that time. (Editor: Li Qingyu)