China Zhongwang

China Zhongwang Holdings Limited (Chinese: 中国忠旺控股有限公司) (SEHK: 1333) is the second largest industrial aluminium extrusion product developer and manufacturer in the world[1] and the largest in Asia and China.[1] The company is headquartered in Liaoyang, China.[2][3]

China Zhongwang Holdings Limited
中国忠旺控股有限公司
TypeSEHK Listed Company
IndustryAluminium Processing
Founded1993
Headquarters
Liaoyang, Liaoning
,
People's Republic of China
Area served
People's Republic of China
Key people
Chairman:Lu Changqing
WebsiteChina Zhongwang Holdings Limited

Principal business

China Zhongwang is principally engaged in the production of high precision, large-section and high value-added industrial aluminium extrusion products which are used in transportation (including railway passenger compartments and cargo carriages, metropolitan subway and light rail, automobiles, heavy trucks, vessels, aviation and aerospace) machinery and equipment and electric power engineering sectors. The company focuses on three core synergistic businesses; industrial aluminum extrusion, deep processing and aluminum flat rolling. The three core businesses operate together on the basis of upstream and downstream resource-sharing.[4]

History and scale

China Zhongwang was founded in 1993. It now owns and operates over 90 aluminum extrusion production lines (including 21 production lines with large extrusion presses of 75MN or above). It has an annual production capacity of over 1.2 million tons.[5] Adiditionally, it has ordered two ultra-large 225MN extrusion presses, one of which is expected to be fully installed by 2016.[6] The company is responsible for building aluminum tilt smelting and casting equipment. China Zhongwang was certified by the Chinese government as a “State Accredited Enterprise Technology Centre,” a “State CNAS Laboratory,”[7] Liaoning Engineering and Technology Research Centre, and Liaoning Post-Doctoral Research Centre.[8]

In 2011, China Zhongwang expanded into the business of deep processing[9] and has since then developed a range of deep-processed products, such as industrial aluminum pallets, aluminum high-speed train carriages for alpine regions, aluminum chassis for buses, as well as aluminum bodies and parts for passenger cars.[4]

Since 2011, China Zhongwang has been in the process of realizing its value-added flat rolling project.[10] The flat rolling production base in Tianjin is in the final phase of equipment testing. Investment for phase 2 of the project is to be completed by 2018, with an annual production capacity of 3 million tonnes.[11] It is slated to become the world’s largest aluminum flat rolling production base.[4]

Recent Developments

In October 2011, China Zhongwang announced several major transactions related to the development of the synergistic aluminum flat rolled product business. It started the development of the project according to plan, and entered into a total of six equipment purchase agreements with three independent third party suppliers through two wholly owned subsidiaries. According to the agreements, China Zhongwang will invest approximately USD3.8 billion (about HKD29.5 billion) in total. The payment will be made in four installments between 2011 and 2014. The purchase consists of hot and cold continuous rolling mills for the production of medium-to-high thickness plate and sheet products; smelting and casting lines; quenching furnaces and heat treatment furnaces. They will also include the ancillary production of medium-to-high thickness plate and sheet products, and aluminum foil rolling mills, among others. The deal is the Phase 1 development of the aluminum flat rolled manufacturing base which will have an annual production capacity of 1.8 m[12]

In March 2016, China Zhongwang Holdings Limited announced the details of a proposed spin-off of its industrial aluminum extrusion business. The company entered into an asset purchase agreement with CRED Holding Co. Limited, for the purchase of the entire equity interest in Liaoning Zhongwang Group Co. Ltd.[13] Through the deal, China Zhongwang will sell Liaoning Zhongwang Group Co. to CRED Holding Co. for RMB28.2 billion (USD4.3 billion). Zhongwang will receive majority control of CRED Holding in return, and will then be eligible for a listing on the Shanghai Stock Exchange. As part of the agreement, Liu Zhongtian stepped down as president of China Zhongwang and was replaced by Lu Changqing.[14][15]

In February 2017, China Zhongwang's plans to build a new aluminium plant in Daqing, Heilongjiang province, encountered serious opposition from the local population.[16] Fearing heavy environmental pollution from the proposed plant, organized mass protests erupted in the city, prompting Daging city officials to promise a review of the plant.[17] However, China Zhongwang insisted that the construction project " meets and surpasses all environmental protection standards set by the government."[16]

Founder and directors

Liu Zhongtian is the Founder of China Zhongwang Holdings.[18]

Before founding China Zhongwang in 1993, Liu Zhongtian established and served as the chairman of Liaoyang Factory, Futian Chemical and Liaoning Chengcheng Plastics. He has been the Chairman of China Zhongwang Holdings Limited since August 1, 2008 and has been its Executive Director since January 29, 2008. Mr. Liu received a Diploma in Administrative Management from Liaoning Radio and TV University, China in 2002.[19] According to Forbes, in 2016 he and his family were worth $3.2 billion.[20]

Liu Zhongtian stepped down as president on 22 March 2016 but remains as chairman. On the same day, Mr. Lu Changqing was appointed as the president.[21]

On 27 November 2017, Mr. Liu resigned from the position of Executive Director, Chairman of the Board, Member of the Nomination and Remuneration Committee of the Company and Chairman of the Strategy and Development Committee of the Company due to his personal health reasons. On the same day, Mr. Lu Changqing was appointed as Chairman of the Board. [18]

Lu Changqing is Executive Director, the Chairman and President of the Company . He is primarily responsible for the Company’s strategic planning, operation and management. [18]

Name Title
Mr. LU Changqing Chairman, President and Executive Director
Ms. MA Qingmei Executive Director
Mr. CHEN Yan Non-Executive Director
Mr. LIU Zhisheng Non-Executive Director
Mr. ZHANG Hui Non-Executive Director
Mr. WONG Chun Wa Independent Non-executive director
Mr. WEN Xianjun Independent Non-executive director
Mr. SHI Ketong Independent Non-executive director
Mr. LO Wa Kei, Roy Independent Non-executive director
Mr. Kot Man Tat[22] Chief Financial Officer

Financial performance

The audited consolidated results for the year ended 31 December 2018, the sales of high-end products such as aluminium alloy formwork and large-sized parts for railway vehicles achieved satisfactory results, coupled with stable contribution from the flat rolling business, the total sales volume of the Group increased by 24.4% year-on-year to 917,176 tonnes. In light of the continuing product mix optimisation and enhanced added value, the Group’s total revenue rose by 31.6% year-on-year to RMB25.6 billion. Overall gross profit up by 31.7% year-on-year to RMB8.4 billion. Gross margin was 32.7%. Net profit up by 15.5% year-on-year to RMB4.5 billion.

[23]

RESULTS (updated until 2018)

Year ended 31 December (in RMB'000) 2018 2017 2016 2015 2014 2013 2012 2011
Revenue 25,600,434 19,458,826 16,695,543 16,171,246 15,971,218 14,306,751 13,497,170 10,305,694
Profit for the year attributable to owners of the Company 4,195,221 3,533,431 2,871,379 2,804,981 2,477,020 2,126,625 1,806,783 1,105,027

ASSETS AND LIABILITIES

As at 31 December (in RMB'000) 2018 2017 2016 2015 2014 2013 2012 2011
Total assets 119,298,533 101,267,864 79,037,746 71,400,726 53,769,415 40,353,143 33,649,698 27,774,599
Total Liabilities 82,734,572 64,578,232 45,027,844 45,409,728 29,440,823 20,714,251 16,141,715 12,097,070
Total equity attributable to owners of the Company 33,166,475 30,487,891 28,015,902 25,990,998 24,328,592 19,638,892 17,507,983 15,677,529

Listing

China Zhongwang was listed on the Hong Kong Stock Exchange in May 2009 with an IPO price of HK$7.0 per share.[24] It was the world's largest IPO in that year and raised a capital of US$1.26 billion.[25][26] The IPO was handled by Citic Securities, J.P. Morgan and UBS.[27]

Overseas operations

China Zhongwang exports its extruded products to over a dozen countries, including the United States, Germany, Belgium, the Netherlands, the United Kingdom, Japan and others. In 2016, 14.9% of China Zhongwang’s total revenue came from overseas sales. The revenue by location of customers was as follows:[28]

CountryRevenue (RMB'000)% of total revenue
USA1,904,08311.4
Germany83,1860.5
Belgium75,4790.5
Netherlands74,5000.4
United Kingdom67,2210.4
Japan41,3340.2
Others238,4291.4

In 2014, the company set up new subsidiaries in Japan and Germany to tap into these markets.[29]

In the summer of 2014, US aluminum extruders expressed concerns over a massive stockpile of aluminum extrusions amounting to 850,000 tonnes being stored at Aluminicaste facility, a $200 million factory used to melt aluminium into raw material, in San José Iturbide, Mexico, and initiated Antidumping and Countervailing Duty Administrative Reviews.[30][31]

According to anonymous sources, China Zhongwang Holdings Ltd. has been involved in the practice of exporting extrusions from China and remelting them back into billet in other countries, including Mexico, in order to later sell this metal to the US market as primary aluminum, while avoiding US tariffs. The practice is called "transshipping".[32]

The China Nonferrous Metals Industry Association (CNMIA) said that these accusations are “seriously deviated from reality.”

While importing extrusions from China and remelting them into billet is not illegal or known to violate any law,[33] US extruders were concerned that should parts of the stockpile make its way to the US at a cost below domestic prices, it would have a negative downward effect on domestic prices.[34] According to various sources, in 2016 the aluminum stockpile in Mexico was worth approximately $2 billion, equal to 6% of the world's total aluminum.[35]

China Zhongwang denied all allegations of wrongdoing, reiterating that it has no production base outside of China, and export accounted for only 15% of its total sales. It added that such “reverse” production practices are not commercially viable for any manufacturer, and the accusation reflects the lack of understanding about China’s taxation regime.[36]

In 2016,[37] the Wall Street Journal,[37] among others, reported that company documents, trade records, legal filings and interviews with those involved did not confirm Zhongwang’s account.[32] They alleged that hundreds of thousands of tons of aluminum were being shipped through a variety of company’s.[35] One of these companies is owned by Mr. Liu’s son, while another one is owned by an individual who describes himself “as a long term business associate of the Chinese billionaire.”[38] Records show that China Zhongwang sells aluminum extrusions through Chinese Trading firms to GT88 Capital, a company in Singapore owned by Po-Chi “Eric” Shen, a friend of Mr. Liu’s son who also owns Aluminicaste in Mexico.[37] In 2013, Aluminicaste’s ownership was transferred to Mr. Liu’s son for one month; he is no longer listed as the owner.[39] According to the Wall Street Journal, Aluminicaste uses a variety of trading companies that route hundreds of thousands of tons of aluminum to Mexico from China, which would then be melted for shipment to the US, supposedly evading trade restrictions through North American Free Trade Agreement benefits. Mr. Liu and China Zhongwang deny any involvement in Aluminicaste.

In the summer of 2014, Aluminicaste sought approval for a $1.5-billion secondary aluminum manufacturing plant in Barstow, California, USA. However, according to Barstow city manager Charles C. Mitchell, due to the expensive cost of electricity and material needed for operations, the project was unlikely to reach the development stage.[40] In March 2016, Mojave Aluminum President Eric Shen officially notified the city that his company would not proceed with building a scaled-down, $120 million version of the original project.[41]

By June 2016, thousands of tons of aluminum were moved out of Aluminicaste’s facility and sent to Vietnam, as confirmed by the Mexican Secretariat of Economy.[42]

In 2016, the U.S. Commerce Department launched an investigation of China Zhongwang for possible circumvention of US anti-dumping duties. The inquiry was launched in response to a complaint from the U.S. Aluminum Extruders Council and includes allegations of transshipping. China Zhongwang has denied any wrongdoing.[43]

In a bid to improve its valuation among investors, the company announced its intention to spin-off its industrial extrusion business and list it on the Shanghai Stock Exchange.[44] This will be preceded by an asset swap that will give its real estate business in Xinjiang control of the Shanghai shares of Cred Holding.[45]

In 2016, Zhongwang USA LLC, an affiliate of China Zhongwang, which is also owned by Mr. Liu, announced its $2.3 billion purchase of the US-based aluminum company Aleris Corp,[46] marking the biggest Chinese overseas purchase in the metals sector.[47] Commenting on the deal, Mr. Liu said: “This acquisition is an international expansion to establish a complementary business foothold, as I strongly believe in the potential and prospects of Aleris and the aluminum industry as a whole.”[48] The deal is subject to investigation by the Department of the Treasury’s Committee on Foreign Investment in the United States (CFIUS) on national security grounds.[49][50][51]

In September 2017, it was announced that the Zhongwang and Aleris were extending the merger deadline amid the national security investigations,[51] after a previous deadline had lapsed.[52] In October, the acquisition talks ceased, raising the possibility that Aleris could be bought by other aluminium producers such as Hindalco or Norsk Hydro.[53]

Controversies

IPO Prospectus Issues

A report by a mainland Chinese newspaper The Economic Observer on Sept. 14, 2009 claimed that certain customers named in Zhongwang’s IPO prospectus did not order aluminum products from Zhongwang in 2008.[54]

The newspaper publicly apologized two days after the article was published, stating that the report did not reflect the actual situation. China Zhongwang defended[55] the accuracy of the information in its prospectus, and according to Forbes,[56] "further invited management representatives from four of its major customers to hold a joint video press conference to vouch for their business relationships with Zhongwang as disclosed in its prospectus."

A securities firm undertook its own checks with some of Zhongwang’s customers listed on their prospectus. Lingyun Industrial Corp., an automotive component maker, confirmed that the company bought from Zhongwang, but stated that their purchase of aluminium extrusion product volume was small.

China Zhongwang, in order to gain back the plummeting confidence of investors and restore its reputation, hired an independent accounting firm as an external auditor to conduct a review of the company's sales transactions with its 10 major customers during the period from Jan 1, 2008 to June 30, 2009.[57]

On January 5, 2010 China Zhongwang announced[58] that Ernst & Young had found 'no material deficiencies' in its prospectus. On January 21, 2010 the company then further freightened investors by stating that it would be clarifying their previous statement, which said that there was nothing wrong with its share sales document. Since the IPO, the company's stock has declined by nearly 50%.[37]

Muddy Waters Research Report

In 2015, a little known short seller Dupré Analytics[59] accused China Zhongwang of inflating its sales by steering exports through companies it controls . According to the report, the Liu family has allegedly been siphoning off funds from Zhongwang since 2011. The report said that Zhongwang took out HK$36.5 billion to buy its own products via firms whose ownership was ultimately traced back to Mr. Liu, thereby enhancing sales figures. Dupré estimated that up to 62.5 percent of Zhongwang’s revenues[46] since 2011 were in some way obtained by fraudulent means.[60]

Dupré Analytics alleged that companies associated with China Zhongwang has shipped over 1 million tons of semi-manufactured products to Mexico. Other reports[61] later suggested that these semi-manufactured products were being exported to Vietnam, where they were allegedly to be sold to the US market.

The report caused Zhongwang Holdings to suspend its shares in Hong Kong on July 31.[61][62]

Zhongwang[59] denied any wrongdoing, stating that “the allegations against the company in the report are completely baseless and they are non-factual statements”.

Carson Block later revealed in 2018 that his research firm Muddy Waters Research had authored the report,[63] but released it under the alias, Dupré Analytics because of safety concerns.[64]

US Commerce Department Investigation

In March 2016, in response to a petition from the U.S. Aluminum Extruders Council,[43] the U.S. Commerce Department launched an investigation as to whether the export of certain 5050 extrusions by China Zhongwang circumvented US antidumping duties. In a preliminary determination announced in early November 2016, the US Department of Commerce considered there is circumvention and that applies to all 5050 extrusions imported from China. China Zhongwang noted in a public statement that it respects the preliminary determination of the U.S. Department of Commerce and takes seriously compliance with U.S. trade laws.[65]

The company is alleged to have attempted to hide the Chinese origin of allegedly nearly 1 million tons of aluminum by exporting semi-manufactured products to Mexico before remelting them for sale on the US market. While the company denied any wrongdoing publicly and stated that it has no production plant outside of China,[66][67] the China Non-ferrous Metals Industry Association also questioned the accuracy of such allegations in a public statement.[68][69]

In relation to this probe, the Commerce Department is investigating whether a factory owned by New Jersey based company, Aluminum Shapes LLC, played a role in helping Mr. Liu and China Zhongwang to evade US tariffs. Aluminum Shapes denied any relationship with China Zhongwang[70] and that it has not violated any trade rules.[71] The U.S. Aluminum Extruders Council claims that the aluminum pallets stored at the facility are Chinese made and were imported as a way of circumventing tariffs on extrusions. According to a former Aluminum Shapes manager, in 2013 thousands of tonnes of aluminium pallets arrived in China Zhongwang packaging.[71] The former manager alleges that Aluminum Shapes remelted some of the pallets to make other aluminum products.

Aluminum Shapes denies the allegations and Mr. Liu states “he isn’t trying to send aluminum into the US and that he has no business interest in Aluminum Shapes”.[71]

In 2017, Eric Shen testified in a Texas court that a business relationship between him and Liu existed, through which Zhongwang had exported aluminium to the US through a network of American affiliates. He also claimed he was forced through “physical intimidation” to sign a Certificate of Debt that required him to remain permanently in Liu’s debt.[72] In a separate court case in Australia, Zhongwang representatives were alleged to have threatened the director of Alfield Group, against which Zhongwang won an arbitration ruling.[73]

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