It is also a classic story of making wealth in the capital market. After the actual controller and a group of directors, supervisors and senior executives continued to reduce their holdings for more than two years, a Soha finally came.
On the evening of February 7, Shenzhen Roadrover Technology Co.Ltd(002813) announced that Guo Xiumei, the controlling shareholder and actual controller of the company, planned to transfer 29.99% of the shares of the company and transfer the control right, and the receiver was Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) . The transfer price is 780 million yuan. After the transfer, Guo Xiumei promised to give up the voting rights of the remaining 35.83% of the shares and assist Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) in restructuring the board of directors and carrying out subsequent tender offer, so that the latter’s shareholding ratio will eventually not be less than 48.82%.
In October 2016, Shenzhen Roadrover Technology Co.Ltd(002813) went public under the aura of driverless driving, and pulled out 22 limit boards in a row. But looking back, both the performance and market value were “the peak of listing”: the revenue stagnated for three years and turned into a sharp decline. Deducting the non net profit, it reported a loss after listing for two years and four consecutive years, and the share price fell from a high of nearly 80 yuan to around 20 yuan in more than five years. However, as soon as the ban period was lifted in October 2019, the actual controller and Dong Jiangao began to continuously cash out, and there was a wave of reduction every six months until the actual controller sold the shell directly this time.
“successful retirement” shell selling
Due to major events, the trading was suspended on Shenzhen Roadrover Technology Co.Ltd(002813) on January 25. On the evening of January 7, the company announced that after receiving the notice from the controlling shareholder and actual controller Guo Xiumei, Guo Xiumei planned to transfer her shares in the company and transfer her control right. The counterparty of the transfer of control right was Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) .
Specifically, Guo Xiumei and her spouse Zhu Shucheng (collectively referred to as the “commitment party”) signed the share transfer agreement with Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) on February 7, 2022, and Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) plans to transfer Shenzhen Roadrover Technology Co.Ltd(002813) 35.988 million shares held by Guo Xiumei, accounting for 29.99% of the total share capital, with a transfer price of RMB 21.67 per share, that is, no less than 90% of the closing price of Shenzhen Roadrover Technology Co.Ltd(002813) on the trading day before the suspension (January 24), The total transfer price is 780 million yuan.
Meanwhile, Guo Xiumei signed the commitment on waiver of voting rights of Shenzhen Roadrover Technology Co.Ltd(002813) and voluntarily gave up the voting rights of all remaining 42999700 shares (accounting for about 35.83% of the total share capital of Shenzhen Roadrover Technology Co.Ltd(002813) ) after the completion of this share transfer. Before this transaction, Guo Xiumei held 78.9877 million shares of the company, accounting for 65.82% of the total share capital of the company.
After the completion of the transaction, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will have the right to restructure the board of directors and management, and will become the shareholder with the largest single voting share of Shenzhen Roadrover Technology Co.Ltd(002813) , that is, the controlling shareholder of the company. Subsequently, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will make partial offers to all shareholders of the company as appropriate, and the proportion of shares to be purchased shall not be less than 18.83% of the total share capital of the company.
According to the agreement, Guo Xiumei will provide support and cooperation according to the requirements of Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) (including but not limited to urging the company’s board of directors to issue a report to all shareholders on the tender offer, vote in favor of the proposal at the company’s board of directors, accept the invitation for offer issued by Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) ), so as to ensure that Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) holds no less than 48.82% of the company’s shares after the tender offer is completed.
listing is the peak
On January 20, less than a week before Shenzhen Roadrover Technology Co.Ltd(002813) announced the suspension, the company issued a performance forecast for 2021. The net profit attributable to the shareholders of the listed company is expected to be 5 million to 7.5 million yuan. The data for the same period last year was 79.1912 million yuan, a year-on-year decrease of more than 90%. Among them, the net profit after non deduction in 2021 is a loss of 500000-3.5 million yuan. According to the company, the sales of auto electronic parts business continued to decline in 2021, resulting in a sharp decline in net profit compared with the same period in 2020.
In fact, this is a relatively good performance of Shenzhen Roadrover Technology Co.Ltd(002813) in recent years. Since its listing on October 12, 2016, the company’s revenue has stagnated, and then began to decline sharply, while the deduction of non net profit has been declining and continued to suffer losses.
Specifically, in the year of listing in 2016, its revenue fell by nearly 10% to 722 million yuan, and then remained at more than 700 million yuan from 2017 to 2019. In 2020, it fell by more than 40%, only 493 million yuan.
In terms of deducting non net profit, it recorded 20.78 million yuan in 2016, a decrease of 42%; In 2017, it recorded 15.67 million yuan, a decrease of 25%; In 2018, the direct loss was 181 million yuan, the loss expanded to 383 million yuan in 2019, the loss continued to be 90.41 million yuan in 2020, and the loss continued to be predicted in 2021.
However, the net profit attributable to the parent company of Shenzhen Roadrover Technology Co.Ltd(002813) was only a loss in 2019, due to various “non recurring profits and losses”. For example, in 2020, Shenzhen Roadrover Technology Co.Ltd(002813) said that “with the approval of the general meeting of shareholders, the patent license fee payable in previous years was written off by US $24.0277 million (equivalent to about 158 million yuan)”, increasing the net profit attributable to the parent company in 2020 by about 158 million yuan.
Profitability and cash flow also continued to decline after listing.
Shenzhen Roadrover Technology Co.Ltd(002813) before listing, the gross profit margin basically fluctuated at about 30%, falling below 30% in 2017, directly to 15% in 2018, only 14% in 2019, and slightly rebounded in 2020, but less than 20%. The net operating cash flow continued to be negative after listing, and from 2016 to 2020 were -119 million, – 159 million, – 240 million, – 243 million and 52.44 million yuan respectively.
Consistent with the performance trend, the share price of Shenzhen Roadrover Technology Co.Ltd(002813) is also “listing is the peak”.
Shenzhen Roadrover Technology Co.Ltd(002813) it is mainly engaged in the development, production, sales and service of automotive informatization, intellectualization and intelligent travel related products. To put it more popularly, it is mainly the production and sales of vehicle navigation products. However, under the popular aura of intelligent driving, driverless driving and so on, the company raised the limit by 44% on the first day of trading on October 12, 2016, and then reaped 22 consecutive limits, of which 19 trading days were the one-stop limit board, and the attempt to impact the limit on the 23rd trading day. Finally, the stock price was fixed at 79.63 yuan, up nearly 800% compared with the opening price of 8.95 yuan.
Since then, Shenzhen Roadrover Technology Co.Ltd(002813) has ushered in a long decline for more than five years. The lowest price is only 17.1 yuan in December 2020, and the latest price is only in the early 20s. During this period, the company also had a “pig killing sector” event. In mid September 2020, Shenzhen Roadrover Technology Co.Ltd(002813) encountered a continuous one-word limit, and then investors revealed that Shenzhen Roadrover Technology Co.Ltd(002813) encountered the “pig killing sector” routine. The so-called “teacher” let a small group of scattered high-level investors take over the sector, and the maximum floating loss of investors in four days was close to 30%.
continue to reduce holdings as soon as the ban is lifted
In contrast to the poor performance and stock price, the actual controller and Dong Jiangao, the initial original shareholders, began to intensively reduce their holdings as soon as the three-year sales period came, basically every six months, without wasting any reduction time window.
On October 13, 2019, just one day after the lifting of the ban, Shenzhen Roadrover Technology Co.Ltd(002813) 9 directors, supervisors and senior executives collectively announced the reduction of their holdings. Zhang zongtao, then chairman and general manager, had the highest reduction amount, which was about 15 million yuan at the then price.
Six months later, in April 2020, the directors, supervisors and senior executives who completed the first wave of reduction came again. At the same time, Guo Xiumei, the actual controller, also joined the ranks of reducing her holdings and wanted to reduce her holdings by 6% at one go, with a market value of more than 100 million.
The reporter of China Fund News inquired about the past announcements. Less than two and a half years since the lifting of the ban in October 2019, Shenzhen Roadrover Technology Co.Ltd(002813) actual controller and Dong Jiangao have issued five pre disclosure announcements of reduction of holdings, basically stepping on the time window stipulated by the supervision and reducing on time. The most recent one was on January 6 this year. Zhang zongtao and five Dong Jiangao announced the reduction of holdings in the next six months.
Guo Xiumei, the actual controller, finally sold the shell directly on the evening of February 7.
Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) “leave it alone”
I don’t know whether it is related to the continuous reduction of the actual controller and the directors, supervisors and senior executives, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) This transaction clearly stipulates a restriction on the increase or decrease of the relevant parties.
According to the announcement, the direct and / or indirect increase or decrease of the shares of Shenzhen Roadrover Technology Co.Ltd(002813) held by the equity transferor and its persons acting in concert and related parties (if any) shall comply with the following provisions: from the signing of the share transfer agreement to June 30, 2025, if the proportion of the company’s shares held by the transferor, its persons acting in concert and related parties (if any) is not less than 5%, it shall be subject to the written consent of all parties, Otherwise, the aforesaid persons shall not increase or decrease their holdings directly and / or indirectly.
In addition, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) also requires Guo Xiumei to make a minimum commitment to the performance of important subsidiaries after the transfer.
Specifically, the total net profit attributable to the owner of the parent company in the audited consolidated statements of Nanyang Changfeng, a wholly-owned subsidiary of Shenzhen Roadrover Technology Co.Ltd(002813) in 2022, 2023 and 2024 (“performance evaluation period”) shall not be less than 25 million yuan. If the performance is not achieved, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) has the right to require the other party to perform the compensation obligation by paying cash. If the compensation commitment is overdue, a penalty interest of 0.05% of the overdue amount shall be paid every day until the commitment party fully performs the corresponding payment obligation.
In addition, according to the announcement, “In particular, the parties undertake to do their best to promote the target company’s automotive electronics business in each year during the performance evaluation period: (a) the total audited operating revenue is not less than RMB 150 million; and (b) The total net profit attributable to the owner of the parent company in the audited consolidated statements shall not be less than the total net profit attributable to the parent company in the audited consolidated statements of the target company in 2021.
