天山收购中建材水泥资产:猛虎下山 势不可挡

2020-07-30 17:51:54

不过,中国建材另两家水泥子公司--宁夏建材和祁连山本次并未涉及,但公告留下不少悬念,引发市场诸多猜测。

7月24日,天山股份和中国建材双双发布了重组公告,公告内容基本一致,天山股份拟收购中国建材水泥板块资产,以发行股份或发行股份及支付现金购买资产的方式进行。两家公告均以“解决同业竞争”为名,进行股权及资产重组。不过,中国建材另两家水泥子公司--宁夏建材和祁连山本次并未涉及,但公告留下不少悬念,引发市场诸多猜测。

专业化重组大势所趋

央企子公司同质化竞争问题一直长期存在。2018年国有重点大型企业监事会监督检查时也明确指出,“有的企业对所属子企业内部整合不到位,经营资源分散,存在重复投入和同业竞争等问题”。

同业竞争、内部资源整合不到位等问题在中国建材水泥板块内部已是老问题。中国中材集团有限公司(简称“中材集团”)曾在2010年9月7日做出承诺,“用五年的时间,逐步实现对水泥业务的梳理,并将水泥业务整合为一个发展平台,从而彻底解决水泥业务的同业竞争”。五年过后,中材集团未能如期履行承诺,延期至2016年解决同业竞争问题。然而,2016年初中材国际和中国建筑材料集团有限公司启动重组,从集团层面到港股两家股份公司层面自上而下,业务层面却持续无动静,直到今年上半年中国建材才完成对祁连山、天山股份、宁夏建材的过户接收手续。

随着今年《国企改革三年行动方案(2020-2022年)》审议通过,中国建材水泥板块同业竞争问题的解决不仅已具备内部条件,外部政策也持续加持。去年年底召开的中央企业负责人会议,国资委定调2020年国资国企改革方向,其中专业化重组成重点方向。国资委党委书记、主任郝鹏强调,2020年将重点厘定央企主责主业,加快非主业、非优势业务剥离。1月又再次强调“将进一步推动中央企业战略性重组,进一步加大力度,特别是在专业化重组上下功夫”。这意味着央企重复投资、同质化竞争问题突出的领域重组整合有望提速。所谓专业化重组不仅仅是停留在控股公司或者投资公司层面,而是应具体到业务层面,而中国建材解决业务层面竞争问题可谓是专业化重组的深入推进,且恰逢其时。

猛虎下山 势不可挡

笔者认为,此次中国建材推进解决同业竞争问题,将中国建材非A股上市公司中的水泥资产全部装入天山股份,若完成,将如“猛虎下山,势不可挡”,其威有三:

一、整合优势 竞争力显著增强

根据央企的整合经验,专业化重组不仅能够化解同业竞争问题,大幅提升企业的竞争力,而且可发挥区域或产业链协同效应,同时在技术创新、资产质量方面形成整合优势。

(1)真正形成合力

自两材重组后截至2019年底,中国建材熟料产能3.55亿吨,水泥产能5.21亿吨,产能已经位居世界第一。然而下属水泥公司并未形成合力,各家子公司分区而治,子公司又分各大区,层级过多容易私利为先、自成山头,虽同属中国建材集团旗下,即使相同规模的生产线,生产管理、经营效益也相差巨大,甚至彼此存在利益冲突,尤其是A股上市公司中小股东的利益不能有效保障,集团化经营管控无法显效。

整合完成之后,中国建材水泥业务无疑将形成合力,在内部推行更有效的实践,水泥业务发展统筹考虑,充分发挥协同力。

(2)资产进一步提升价值

近年来,中国建材旗下各子公司的资产质量不断优化,通过大力度技改、产能置换、产业链延伸,内外兼修,公司盈利能力明显提升。尽管受新冠疫情影响,一季度水泥行业利润萎缩30%,然而中国建材体系内最大的水泥公司--南方水泥却实现归属于母公司净利润11.56亿元,同比增长67.59%的优良业绩,中建材水泥板块的抗风险能力已经大大增强。待业务层面实现整合后,中国建材仍可通过全国范围的更高效率的产能减量置换、资源整合、品牌提升等方式进一步提升资产价值。

二、在新一轮并购中更具攻击性

当前,水泥行业依然处于平台期,但从长期看,国内水泥需求下滑不可避免,而且部分地区产能过剩的局面不减反增,新一轮企业并购潮终将来临。作为水泥行业的并购“老大”,中国建材自07年以来就不曾缺席任何的并购机会,近年来入股山水、携手同力、摘牌屯河,与海螺成立海中贸易平台整合流通环节,显示出越来越强大的力量。

本次天山股份通过资产收购方式实现中国建材水泥资产整合为一体,在未来的行业并购中公司或将展现的更具攻击性。这种攻击性不仅是企业内外兼修带来的自信体现,也是行业领导力的展示。多年以来,国资委持续强调,央企要做强做优做大。水泥资产整合后,中国建材在水泥板块必然要向更强、更大、更优更进一步。

三、深远影响国内外水泥市场

“行业利益高于企业利益,企业利益孕于行业利益之中”,中国建材这一理念深深影响着“十三五”时期的中国水泥行业。水泥资产整合之后,中国建材在中国水泥行业中的这一理念贯彻或翻开新的篇章。

我国大型央企一直有国民经济健康发展“稳定器”的作用。在中国水泥行业的未来发展进程中,中国建材“稳定器”的作用只会加强而不会削弱。不仅仅能够使国内水泥行业发展的更稳定,也有助于东南亚甚至整个亚洲市场的稳定。

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Correlation

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难关未过,未来已来。接下来,让我们一起回顾2023年水泥行业热点事件,总结过往,戮力前行。

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