中國南北車合併意在獲取國外訂單

Ayear ago today, a lucky investor could have bought the Hong Kong-traded shares of China CNR and CSR Corp, then the country’s two dominant train makers, for less than HK$6.10 each and watched them rise and rise on rumours of an impending merger.

一年前的今天，一位幸運的投資者可能以每股不到6.1港元的價格買入了在香港上市的中國北車(CNR)和中國南車(CSR)的股票，然後伴隨著合併傳聞的發酵，看著股價一漲再漲。合併之前的中國北車和中國南車是中國兩家占主導地位的列車生產商。

Six months later, the two companies confirmed that they would indeed become one, with CSR offering 1.1 shares — by then worth HK$8.05 — for every CNR share. When the new company, renamed CRRC Corp, began trading on June 8, its shares flirted with HK$15.70 before falling back during the past week. Barclays analysts have a price target of HK$17 for the new stock.

6個多月後，這兩家公司證實了它們真的將合為一家，中國南車將以換股的形式合併中國北車，每1股中國北車股票換取1.1股中國南車股票（1.1股中國南車H股當時價值8.05港元）。合併後的新公司更名為中國中車(CRRC Corp)。當中國中車6月8日復牌時，其股價一度攀上每股15.70港元，過去一週裡又跌了回來。巴克萊(Barclays)分析師給出的中國中車股票目標價為每股17港元。

Between them, these two lumbering rolling stock manufacturers have more than 170,000 employees and dozens of disparate subsidiaries spread across the country. Why are so many investors rushing to get aboard?

這兩家“笨重”的鐵路車輛製造商，在全國合計擁有逾17萬名僱員，以及數十家五花八門的子公司。為何這麼多投資者要搶著“搭車”呢？

It helps that CNR and CSR decided to hitch their wagons together during an unprecedented bull run for China’s equity markets. It was spurred to new heights by the launch of the Shanghai-Hong Kong Stock Connect scheme just as the two companies’ merger plans were finalised. The Connect programme allowed investors to move money between two bourses that were previously separated by China’s closed capital account.

在中國股市前所未有的牛市行情中，中國北車和中國南車決定把它們的車輛鉤連在一起，這個時機選擇得不錯。就在兩家公司合併計劃最終敲定前夕，滬港通(Shanghai-Hong Kong Stock Connect)機制啟動，股價因此被推上新高。滬港通允許滬港兩地的投資者購買在對方交易所上市的股票，連通了此前被中國封閉的資本賬戶分割開來的兩地股市。

But like all well-marketed mergers, this one has also sold investors on a larger story about an apparent new phase in the country’s much delayed state sector reform programme.

但是，就像所有推介得不錯的合併案一樣，南北車合併向投資者兜售了一個更巨集大的故事，它講述的是中國拖延已久的國企改革計劃似乎將步入新階段。

As with so many of China’s modern corporate champions, CNR and CSR have their origins in a common bureaucratic ancestor — a railways ministry that in its Maoist heyday built and operated every aspect of the industry.

正如中國當前許多領軍企業一樣，中國北車和中國南車都脫胎於同一個官僚機構——鐵道部。鐵道部的鼎盛時期在毛澤東時代，那時它負責鐵路行業方方面面的建設和管理。

During the Chinese government’s first serious effort to reform the state sector — driven in the late 1990s by Zhu Rongji, then premier — the emphasis was on competition at home.

20世紀90年代末，在時任中國總理的朱鎔基的推動下，中國政府第一次真正努力改革國有行業。那時改革的重點在於促進國內競爭。

Across entire industries, operating entities were separated from suppliers. CNR and CSR inherited, respectively, the rail ministry’s northern and southern rolling stock factories and were pitted against each other. Finally, the newly created companies’ profitable units were carved out and listed on Hong Kong’s stock exchange.

在各個行業，經營實體與供應商被分離開來。中國北車和中國南車當時分別繼承了鐵道部在北方和南方的鐵路車輛工廠，相互間展開競爭。最終，這兩家新創立的公司的盈利部門被剝離出來、在港交所上市。

As China’s economy soared after its turn-of-the-century entry into the World Trade Organisation, so did the profits of state organisations such as CNR and CSR. They had the support of state banks and a mandate to supply a globally unprecedented spending spree on high-speed rail and urban subway projects.

中國在世紀之交加入世貿組織(WTO)後，經濟實現了迅猛增長，中國北車和中國南車等國企的利潤也飛速增加。它們得到國有銀行的扶持，並在一場全球範圍內史無前例的高鐵與城市地鐵專案投資熱潮中承擔了供貨任務。

In less than five years, China built the world’s largest high-speed rail network, its rolling stock supplied almost exclusively by CNR and CSR. As the government’s focus turns to urban rail projects, the now combined companies will supply nine out of every 10 new metro trains bought by subway operators across the country.

不到5年，中國就建成了世界最龐大的高速鐵路網，上面行駛的列車幾乎全都是由中國北車和中國南車供應的。眼下中國政府的重點轉向城市軌道專案，未來全國各地地鐵運營商新購買的地鐵列車，有十分之九將出自合併後的中國中車。

The only problem was that a strategy that had worked so well at home was failing abroad, even though the two companies were by far the lowest bidders in many international tenders. They could offer a set of high-speed trains for less than two-thirds of the price charged by competitors such as Siemens.

唯一的問題是，一種過去在國內一直奏效的策略在國外卻失靈了，儘管在許多國際招標中這兩家公司給出的報價都遠遠低於競爭對手——它們供應一組高速列車的報價可比西門子(Siemens)等競爭對手低出三分之一以上。

The outcomes of their competing bids were often wildly erratic. Last October CNR won a contract to supply Boston’s subway system with more than 280 cars for $570m — compared with a $1bn bid by Bombardier — while CSR’s tender was rejected as “unacceptable” on quality and technology grounds. But CSR was a member of a Chinese consortium that successfully bid for a high-speed rail contract in Mexico, although the project was subsequently cancelled because of Mexican government budget constraints.

南北車在投標時相互競爭，往往導致非常離奇的結果。去年10月，中國北車贏得一項合同，以5.7億美元的價格為波士頓地鐵系統供應逾280輛列車。龐巴迪(Bombardier)的報價為10億美元。中國南車的投標則因在質量與技術方面“不可接受”而被拒絕。但是，中國南車與其他中國企業組成的一個聯合體曾中標墨西哥一個高鐵專案，不過後來墨西哥政府因預算緊張取消了該專案。

As a combined entity with annual revenues of $32bn, CNR and CSR will no longer undercut each other and should be able to realise savings on functions such as research and development. But in other respects it will be a socialist merger with Chinese characteristics. Both companies have been coy about any cuts in their massive workforces.

南北車合併後年營收達320億美元，它們將不再相互殺價，並且應該能在研發等職能方面節約成本。但從其他方面看，這將是一次有中國特色的社會主義合併。兩家公司都不願裁剪自己龐大的員工隊伍。

In February an official at China’s state assets administrator said there would be no lay-offs in order to “guarantee stability for workers and the companies during the merger process”, suggesting that the merger is more about securing export orders abroad than advancing real corporate reform at home.

今年2月，中國國資委一名官員表示，為了“確保合併過程中員工和企業穩定”，合併後的中國中車不會進行任何形式的裁員。這表明，此次合併更多是為了在國外獲得訂單，而不是為了在國內推進實打實的企業改革。