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China Industrials: Rail Juggernaut: CSR-CNR Merger Announced

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31 DECEMBER 2014

EQUITIES RESEARCH

CHINA INDUSTRIALS

Rail juggernaut: CSR-CNR merger announced


CSR to acquire CNR by offering 1.1 A/H new shares for every 1 A/H share of CNR
CSR (1766 HK; BUY; CP: HKD7.89; TP: HKD8.1) and China CNR Corp (6199 HK;
BUY; CP: HKD7.66; TP: HKD9.95) formally announced on 30 December that the
Board of Directors of both companies have approved CSR’s acquisition of CNR by
offering 1.1 A/H new shares for every 1 A/H existing share of CNR. The new shares
will be listed in the A/H markets, pending related authorities’ approval. After
consolidation, the new company will be named CRRC Corporation. Both CSR and
CNR will resume trading on 31 December.

Terms of acquisition appear more favourable to CSR than CNR at first glance
Prior to the announcement, CSR was trading at a 36% premium to CNR on 2015E
P/E (H-share). Under the terms of the deal, CNR shareholders get only 10% more
shares. In effect, CSR shareholders get 51% of the combined company by
contributing only 44% of the combined earnings, while CNR shareholders get 49%
after contributing 56% of the earnings (pre-synergies). Hence, on our 2015
earnings estimates, the deal is accretive to CSR shareholders by 15% while it is
dilutive to CNR shareholders by 12%.

35% cost savings on selling expenses or a change of merger ratio to 1.4x could
make the deal win-win for both parties, with significant upside potential
On our conservative base case, the earnings dilution to CNR shareholders could
be eliminated through cost savings of 35% on selling expenses alone. Of course,
the merger ratio could also be changed during the approval process and a ratio of
1.4x would achieve the same result. If synergies rise to RMB5b post tax (feasible
on a combined COGS of RMB210b and SG&A of RMB27b), the deal would be 19%
accretive to CNR and over 50% accretive to CSR shareholders, on our
calculations.

Zhuzhou CSR may purchase the competing business of CNR from the new CRRC
To solve the potential competition between Zhuzhou CSR (3898 HK; BUY) and the
new CRRC’s drive control systems, which currently belong to CNR, Zhuzhou will
have first refusal to buy the competing business from CRRC, and require CRRC to
sell it that business. We think this indicates the drive control system sales/orders
CNR has and will have before the deal completes may not automatically transfer to
Zhuzhou CSR. In the long term, Zhuzhou’s revenue and earnings could double,
depending on how it acquires the competing business of CNR.

Victoria Li
Victoria.li@asia.bnpparibas.com
+852 2825 1135

Our research is available on Thomson One, Bloomberg, TheMarkets.com, Factset and on http://eqresearch.bnpparibas.com/index. Please contact your salesperson for
authorisation. Please see the important notice on the back page.

PREPARED AND PUBLISHED BY NON-US BROKER-DEALER(S): BNP PARIBAS SECURITIES (ASIA) LTD
THIS MATERIAL HAS BEEN APPROVED FOR U.S. DISTRIBUTION. ANALYST CERTIFICATION AND IMPORTANT DISCLOSURES CAN BE FOUND AT APPENDIX ON PAGE 5
CHINA INDUSTRIALS Victoria Li

EXHIBIT 1: CSR/CNR merger accretion analysis


Share numbers ------ Net earnings -----

2014E 2015E

Before the deal

CSR 13,803 5,307 6,386

CNR 12,260 6,658 8,134

CSR shareholders - CRRC shares 13,803 6,052 7,344

CNR shareholders - CRRC shares 13,486 5,913 7,175

Total no: of CRRC shares 27,289 11,965 14,519

% of CRRC CSR shareholders 51 44 44

% of CRRC CNR shareholders 49 56 56

Base case

Accretion for CSR share holders 14 15

Accretion for CNR share holders (11) (12)

Accretion if synergies of 35% on selling expenses

CRRC 16,532

Accretion for CSR shareholders (%) 31

Accretion for CNR shareholders (%) 0

Accretion if synergies of RMB5b post tax

CRRC 19,519

Accretion for CSR shareholders (%) 55

Accretion for CNR shareholders (%) 19

Source: BNP Paribas estimates

2 BNP PARIBAS 31 DECEMBER 2014


CHINA INDUSTRIALS Victoria Li

Background information
th
Potential overseas demand for MUs three times that of China’s 12 Five-Year
Plan
We believe the major reason for this merger is to eliminate the potential price
war between CSR and CNR, and increase Chinese train products’
competitiveness in the world. Moreover, in the Multiple Unit (MU) segment, the
new corporate could offer flexible products based on both EU and JP technologies,
to meet the demands of most other countries, which suggests more chance of
winning overseas orders. Also, the new corporate would have better capability on
financing for overseas orders, which is an important factor in securing big orders,
especially in developing countries.

EXHIBIT 2: CSR and CNR have the best margins among global peers
(%)

6
Operating margin for latest

4
fiscal year

0
Kawasaki - Rolling Stock Alstom - Transport Bombardier -Transportation CSR China CNR
Sources: Bloomberg; BNP Paribas

EXHIBIT 3: The new corporate would be the biggest rolling stock company in the world
(USD m)
32,000
Revenue for latest fiscal year

28,000

24,000

20,000

16,000

12,000

8,000

4,000

0
Kawasaki - Rolling Stock Alstom - Transport Bombardier -Transportation CSR + CNR

Sources: Bloomberg; BNP Paribas

Given recent developments in China breaking into the Russian and Indian high-
speed rail (HSR) markets, we expect overseas demand to be a new earnings driver
for Chinese rail equipment companies. Currently, only 8-10% of revenue comes from
overseas markets. In 2016-20, we estimate overseas demand for MUs will contribute
12% of China’s MU segment revenue, based on the Russia and India HSR projects.
On a longer-term view, potential MU demand from major overseas markets is about
342% of China’s MU demand in the 12th Five-Year Plan (FYP), or 421% of China’s
2015E demand for all rail equipment.

3 BNP PARIBAS 31 DECEMBER 2014


CHINA INDUSTRIALS Victoria Li

EXHIBIT 4: Potential overseas MU demand three times as big as in China’s 12th


FYP

China demand in
2011-15 US
22.6% 23.1%

Canada
2.5%

One Belt & One


road Europe
11.2% 17.3%

India
10.9% Russia
12.5%

Note: Blue represents the markets where Chinese companies will have orders; grey represents markets where
Chinese companies have no exposure as yet.
Source: BNP Paribas estimates

In the domestic market there are more positives than negatives


Positive effects 1) The new corporate would have better pricing power over CRC
(China Railway Corporation, Not listed), the sole client in China, which should
translate into better margins and higher earnings growth in the next few years. 2)
R&D costs should be lower, as currently CSR and CNR are both spending on
developing new models/tech for train products. 3) The new corporate may consider
giving up non-rail businesses that have weak profitability, as it would no longer be
necessary to expand revenue scope in order to compete.

Negative effect The new corporate may turn out to be less efficient and have less
incentive to develop technology upgrades, due to a lack of market competition.

4 BNP PARIBAS 31 DECEMBER 2014


CHINA INDUSTRIALS Victoria Li

Disclaimers and Disclosures


APPENDIX
DISCLAIMERS AND DISCLOSURES APPLICABLE TO NON-US BROKER-DEALER(S): BNP Paribas Securities (Asia) Ltd
ANALYST(S) CERTIFICATION
Victoria Li, BNP Paribas Securities (Asia) Ltd, +852 2825 1135, Victoria.li@asia.bnpparibas.com.

The analyst(s) or strategist(s) herein each referred to as analyst(s) named in this report certify(ies) that (i) all views expressed in this report accurately
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Company Ticker Disclosure (as applicable)

CSR 1766 HK 6

BNP Paribas represents that:


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recommended in this report:

Company Ticker Price (as of 30-Dec-2014 closing price) Interest


N/A N/A N/A NA

1. The performance of obligations of the Company is directly or indirectly guaranteed by BNP Paribas Securities Korea Co. Ltd (‘‘BNPPSK’’) by means of
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3. The Company is an affiliate of BNPPSK as prescribed by Item 3, Article 2 of the Monopoly Regulation and Fair Trade Act.
4. BNPPSK is the financial advisory agent of the Company for the Merger and Acquisition transaction or of the Target Company whereby the size of the
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5 BNP PARIBAS 31 DECEMBER 2014


CHINA INDUSTRIALS Victoria Li

History of change in investment rating and/or target price

CSR (1766 HK)


Dec-11 Jun-12 Dec-12 Jun-13 Dec-13 Jun-14 Dec-14 Date Reco TP
29-Dec-11 BUY 8.30
8.71

7.71

6.71

5.71

4.71

3.71
(HKD) CSR Target Price
Victoria Li started covering this stock from 09-Sep-2014
Price and TP are in local currency
Valuation and risks: We have a P/E-based TP (14x 2015E P/E). Downside risks include 1) new orders and product delivery of MU and RTV are delayed vs company’s guidance;2)
central government stops supporting rail investment; 3) SOE reform is introduced to CRC, which might lead to short-term suspension of rail investment. If any of the above
happens, CSR’s earnings could surprise on the downside.
Sources: Bloomberg; BNP Paribas

China CNR Corp (6199 HK)


May-14 Nov-14 Date Reco TP
9-Sep-14 BUY 9.95
10.51

9.51

8.51

7.51

6.51

5.51

4.51
(HKD) China CNR Corp Target Price
Victoria Li started covering this stock from 09-Sep-2014
Price and TP are in local currency
Valuation and risks: We have a P/E-based TP (12x 2015E P/E). Downside risks include 1) new orders and product delivery of MU and RTV are delayed vs company’s guidance;2)
central government stops supporting rail investment; 3) SOE reform is introduced to CRC, which might lead to short-term suspension of rail investment; and 4) slower than
expected introduction of CNR’s self-supply converters. If any of the above happens, CNR’s earnings could surprise on the downside.
Sources: Bloomberg; BNP Paribas

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CHINA INDUSTRIALS Victoria Li

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CHINA INDUSTRIALS Victoria Li

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the foregoing instructions. This report is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident of or
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All research reports are disseminated and available to all clients simultaneously through our internal client websites. For all research available on a
particular stock, please contact the relevant BNP Paribas research team or the author(s) of this report.
Additional Disclosures
Target price history, stock price charts, valuation and risk details, and equity rating histories applicable to each company rated in this report is available in
our most recently published reports available on our website: http://eqresearch.bnpparibas.com, or you can contact the analyst named on the front of this
note or your BNP Paribas representative.
All share prices are as at market close on 30 December 2014 unless otherwise stated.
RECOMMENDATION STRUCTURE
Stock Ratings
Stock ratings are based on absolute upside or downside, which we define as (target price* - current price) / current price.
BUY (B). The upside is 10% or more.
HOLD (H). The upside or downside is less than 10%.
REDUCE (R). The downside is 10% or more.
Unless otherwise specified, these recommendations are set with a 12-month horizon. Thus, it is possible that future price volatility may cause a
temporary mismatch between upside/downside for a stock based on market price and the formal recommendation.
* In most cases, the target price will equal the analyst's assessment of the current fair value of the stock. However, if the analyst doesn't think the market will
reassess the stock over the specified time horizon due to a lack of events or catalysts, then the target price may differ from fair value. In most cases, therefore, our
recommendation is an assessment of the mismatch between current market price and our assessment of current fair value.
Industry Recommendations
Improving (é): The analyst expects the fundamental conditions of the sector to be positive over the next 12 months.
Stable (previously known as Neutral) (çè): The analyst expects the fundamental conditions of the sector to be maintained over the next 12
months.
Deteriorating (ê): The analyst expects the fundamental conditions of the sector to be negative over the next 12 months.
Country (Strategy) Recommendations
Overweight (O). Over the next 12 months, the analyst expects the market to score positively on two or more of the criteria used to determine
market recommendations: index returns relative to the regional benchmark, index sharpe ratio relative to the regional benchmark and index
returns relative to the market cost of equity.
Neutral (N). Over the next 12 months, the analyst expects the market to score positively on one of the criteria used to determine market
recommendations: index returns relative to the regional benchmark, index sharpe ratio relative to the regional benchmark and index returns
relative to the market cost of equity.
Underweight (U). Over the next 12 months, the analyst does not expect the market to score positively on any of the criteria used to determine
market recommendations: index returns relative to the regional benchmark, index sharpe ratio relative to the regional benchmark and index
returns relative to the market cost of equity.
RATING DISTRIBUTION (as at 30 December 2014)
Total BNP Paribas coverage universe 682 Investment Banking Relationship (%)

Buy 340 Buy 10.30

Hold 249 Hold 4.40

Reduce 93 Reduce 2.20

Should you require additional information concerning this report please contact the relevant BNP Paribas research team or the author(s) of this report.
© 2014 BNP Paribas Group

8 BNP PARIBAS 31 DECEMBER 2014

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