Today (February 7), Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) (000157, SZ) and Shenzhen Roadrover Technology Co.Ltd(002813) (002813, SZ) successively announced that Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) intends to transfer Shenzhen Roadrover Technology Co.Ltd(002813) 35.988 million shares held by Guo Xiumei, the controlling shareholder and actual controller of Shenzhen Roadrover Technology Co.Ltd(002813) (accounting for 29.99% of the total share capital of Shenzhen Roadrover Technology Co.Ltd(002813) ), with a transfer price of 21.67 yuan per share and a total transfer price of 780 million yuan, and some subsequent tender offers will be launched, Finally, the shareholding ratio shall not be less than 48.82%.
The reporter of the daily economic news found that Shenzhen Roadrover Technology Co.Ltd(002813) was listed in 2016. After the ban on the first restricted shares of the directors, supervisors and senior shareholders was lifted in 2019, the directors, supervisors and senior shareholders frequently reduced their holdings. On January 7, Shenzhen Roadrover Technology Co.Ltd(002813) many shareholders and executives disclosed a new round of share reduction plan.
Shenzhen Roadrover Technology Co.Ltd(002813) from 2015 to 2019, the scale of revenue fluctuated between 700 million yuan and 800 million yuan, while the net profit deducted from non parent company has been negative continuously since 2018. The latest performance forecast shows that the annual revenue of Shenzhen Roadrover Technology Co.Ltd(002813) 2021 is about 400 million yuan ~ 420 million yuan, the net profit attributable to the shareholders of the listed company is 5 million yuan ~ 7.5 million yuan, and the deduction of non net profit is expected to result in a loss of 500000 yuan ~ 3.5 million yuan.
“a eat a” will go in three steps
On the first working day after the Spring Festival of the year of the tiger in the lunar calendar, Shenzhen Roadrover Technology Co.Ltd(002813) investors came the exact news of the change of the controlling shareholder and actual controller of the company, and the shareholders of Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) also gained the “starting profit” of the company’s intention to take control of another A-share listed company.
According to the announcement, on February 7, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) signed the share transfer agreement with Guo Xiumei (as the transferor) and Zhu Shucheng (as the spouse of Guo Xiumei and as the commitment party together with Guo Xiumei). According to the comprehensive arrangement of the reporter of the daily economic news, the plan of Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) joining Shenzhen Roadrover Technology Co.Ltd(002813) is mainly divided into three steps:
I. Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) transferred Shenzhen Roadrover Technology Co.Ltd(002813) 35988000 shares held by Guo Xiumei (accounting for 29.99% of the total share capital of Shenzhen Roadrover Technology Co.Ltd(002813) ). According to the announcement, the transfer price per share was 21.67 yuan and the total transfer price was 780 million yuan.
2. As the current controlling shareholder and actual controller of Shenzhen Roadrover Technology Co.Ltd(002813) , Guo Xiumei issued the commitment on waiver of voting rights of Shenzhen Roadrover Technology Co.Ltd(002813) on February 7, promising to give up the voting rights of all remaining shares (42.9997 million shares, with a shareholding ratio of 35.83%) after the completion of the above-mentioned share transfer.
III. subsequently, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will launch a partial offer to all shareholders of Shenzhen Roadrover Technology Co.Ltd(002813) , and the proportion of shares to be purchased shall not be less than 18.83% of the total share capital of Shenzhen Roadrover Technology Co.Ltd(002813) , The acceptor will actively 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 board of directors of the company to issue a report to all shareholders on the tender offer, vote in favour of the proposal at the board of directors of the company, accept the invitation for offer issued by Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) ), so as to ensure that the proportion of Shenzhen Roadrover Technology Co.Ltd(002813) shares held by Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) after the tender offer is completed is not less than 48.82%.
Among them, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will become Shenzhen Roadrover Technology Co.Ltd(002813) the shareholder with the largest single share of voting rights, that is, the controlling shareholder of the latter; At the same time, since Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) has no actual controller, Shenzhen Roadrover Technology Co.Ltd(002813) will also be changed to no actual controller.
According to the announcement, as of February 7, Guo Xiumei held Shenzhen Roadrover Technology Co.Ltd(002813) 78.9877 million shares, with a shareholding ratio of 65.82%. Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) said that the acquisition will help give play to the business synergy between the company and Shenzhen Roadrover Technology Co.Ltd(002813) in the future and improve the business development ability and competitive strength of both parties.
performance commitment: the three-year profit of the subsidiary is 75 million yuan
According to the announcement, Shenzhen Roadrover Technology Co.Ltd(002813) is mainly engaged in the development, production, sales and services of automotive informatization, intellectualization and intelligent travel related products. At the same time, it has also invested in the research and development of intelligent driving and driverless solutions, intelligent travel solutions and other products, and has invested and carried out the business of ultra-fine powder of metallurgical waste residue.
According to the semi annual report of Shenzhen Roadrover Technology Co.Ltd(002813) 2021, the total revenue of the company’s vehicle navigation and automotive peripheral products accounts for about 40.67%, and the revenue of slag powder accounts for 54.95%. Slag powder has become the performance support of Shenzhen Roadrover Technology Co.Ltd(002813) .
Shenzhen Roadrover Technology Co.Ltd(002813) as previously introduced, slag powder is a high-quality admixture of cement and concrete and a new type of green building material. The enterprise that produces and sells the product within the Shenzhen Roadrover Technology Co.Ltd(002813) system is its wholly-owned subsidiary Nanyang Changfeng New Material Technology Co., Ltd. (hereinafter referred to as Nanyang Changfeng). In this transaction with Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) , the performance commitment will also take Nanyang Changfeng as the assessment object.
According to the announcement, the total net profit attributable to the owner of the parent company in the audited consolidated statements of Nanyang Changfeng in 2022, 2023 and 2024 (i.e. the “performance evaluation period”) shall not be less than 25 million yuan. If it fails to meet the standard, there will be a corresponding performance compensation scheme.
The reporter also noted that the announcement also mentioned that all parties promised to do their best to make Shenzhen Roadrover Technology Co.Ltd(002813) automotive electronics business achieve the following achievements every year during the performance evaluation period: the total audited operating revenue is no less than 150 million yuan, And 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 in Shenzhen Roadrover Technology Co.Ltd(002813) 2021.
According to the performance forecast released on Shenzhen Roadrover Technology Co.Ltd(002813) January 20, its net profit attributable to the parent company in 2021 is expected to be 5 million yuan ~ 7.5 million yuan; In addition, according to Shenzhen Roadrover Technology Co.Ltd(002813) the previous reply to the inquiry letter of the exchange’s 2020 annual report, Nanyang Changfeng achieved revenue of 78 million yuan and 180 million yuan respectively from the sale of slag micro powder in 2019 and 2020.
Shenzhen Roadrover Technology Co.Ltd(002813) shareholders and executives frequently reduce their holdings
In recent years, Shenzhen Roadrover Technology Co.Ltd(002813) performance has been “deteriorating”.
Data show that from 2012 to 2014, Shenzhen Roadrover Technology Co.Ltd(002813) revenue scale was more than 900 million yuan; From 2015 to 2019, the company’s revenue scale remained floating at 770 million yuan; It will decline to 493 million yuan in 2020. At the same time, the company’s net profit attributable to the parent company has also experienced a continuous decline since 2015, from a profit of 46.3151 million yuan (2015) to a loss of 352 million yuan (2019), and its net profit attributable to the parent company after deduction has been negative in recent three years (2018-2020).
On the other hand, the reporter of the daily economic news found that by the end of the third quarter of 2021, Shenzhen Roadrover Technology Co.Ltd(002813) the top ten shareholders were individuals. In addition to Guo Xiumei (holding 65.82%), Zhang zongtao, the chairman of the board of supervisors, holds 1.2% of the shares. In addition, Peng Nan, the director, Chen Shoufeng, the chairman of the board of supervisors, Zhu Yuguang, Hu Jinmin (successive) and Liao Xiaoqiang (successive) are among the top ten shareholders, but the shareholding ratio is less than 1%.
In fact, the situation that the top ten shareholders are individuals has also attracted investors’ attention. In the 2021 online collective reception day for investors of Shenzhen listed companies, some investors left a message asking: “Why are the top ten shareholders all individuals and did not introduce powerful war investment?” At that time, Shenzhen Roadrover Technology Co.Ltd(002813) only replied: “the list of top ten shareholders is changing with the change of shares held by share holders.”
In the years of unsatisfactory performance, Shenzhen Roadrover Technology Co.Ltd(002813) directors and supervisors also frequently reduced their holdings of the company’s shares.
According to the share changes of Dong Jiangao and relevant personnel disclosed on the official website of Shenzhen Stock Exchange, Peng Nan, Chen Shoufeng, Zhu Yuguang and Hu Jinmin have reduced their holdings for many times since the ban on the listing and circulation of the first restricted shares was lifted in October 2019.
On January 7, Zhang zongtao, Chen Shoufeng, Zhu Yuguang and others submitted the pre disclosure plan again and planned to reduce their holdings in the next six months
Image source: Shenzhen Roadrover Technology Co.Ltd(002813) announcement screenshot
It is understood that Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) and Shenzhen Roadrover Technology Co.Ltd(002813) are mentioned in the announcement. After the completion of this transaction, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will make full use of its own operation and management experience to further optimize the Shenzhen Roadrover Technology Co.Ltd(002813) corporate governance structure, improve the operation and management efficiency of Shenzhen Roadrover Technology Co.Ltd(002813) and promote the sustainable and stable development of Shenzhen Roadrover Technology Co.Ltd(002813) . At the same time, the purpose of the transaction is not to terminate the listing status of Shenzhen Roadrover Technology Co.Ltd(002813) .
