Construction machinery leader suddenly wants to control an enterprise producing automobile intelligent cockpit. Why?
On the evening of February 7, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) (000157. SZ) announced that on February 7, the company signed the share transfer agreement with Guo Xiumei (as the transferor) and Zhu Shucheng (as the spouse of the transferor and as the commitment party together with the transferor). The company plans to transfer 35.988 million shares of Shenzhen Roadrover Technology Co.Ltd(002813) (002813. SZ) held by Guo Xiumei, with a transfer price of 21.67 yuan per share and a total transfer price of about 780 million yuan.
Meanwhile, Guo Xiumei said that she was willing to give up the voting rights of all remaining shares after the completion of the share transfer.
Therefore, after the completion of this transaction, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will become the shareholder with the largest single share of voting rights of Shenzhen Roadrover Technology Co.Ltd(002813) , that is, the controlling shareholder of the company.
The Shenzhen Roadrover Technology Co.Ltd(002813) which had been suspended for several days also issued a "suggestive announcement on the proposed change of the controlling shareholder and actual controller" on the evening of February 7, and said that the trading of the company's shares would resume from the opening of the market on the morning of February 8.
cross border "enter" the field of automotive intelligence
According to the data, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) is mainly engaged in the R & D, manufacturing, sales and service of construction machinery and agricultural machinery. Among them, construction machinery includes concrete machinery, hoisting machinery, earthwork construction machinery, piling machinery, aerial operation machinery, fire fighting machinery, mining machinery, forklift, etc., and agricultural machinery includes farming machinery, harvesting machinery, drying machinery, agricultural machinery, etc.
At present, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) has no actual controller. The largest shareholder is Hunan Xingxiang Investment Holding Group Co., Ltd., with a shareholding ratio of 14.46%, which is a 100% holding company of Hunan SASAC.
The data show that from 2000 to 2020, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) 's operating revenue increased from 245 million yuan to 65.109 billion yuan, and the CAGR (compound annual growth rate) was 32.2%; The net profit attributable to the parent company increased from 53 million yuan to 7.281 billion yuan, with a CAGR of 27.91%.
In the first three quarters of 2021, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) achieved an operating revenue of 54.427 billion yuan, a year-on-year increase of 20.30%; The net profit attributable to the parent company was 5.751 billion yuan, a year-on-year increase of 1.13%.
The announcement on the evening of February 7 showed that after the company transferred Shenzhen Roadrover Technology Co.Ltd(002813) 35988000 shares held by Guo Xiumei, the shareholding ratio will reach 29.99%.
However, Shenzhen Roadrover Technology Co.Ltd(002813) is not a company in the construction machinery industry. It is mainly engaged in the development, production, sales and services of automobile informatization, intellectualization and intelligent travel related products. Its main products are intelligent cockpit, intelligent assisted driving and vehicle networking related products, which were listed on Shenzhen Stock Exchange on October 12, 2016.
According to the data, from 2016 to 2020, Shenzhen Roadrover Technology Co.Ltd(002813) 's operating revenue decreased from 722 million yuan to 493 million yuan, and the net profit attributable to the parent increased from 41 million yuan to 79 million yuan. During this period, the company had a huge loss of 352 million yuan in 2019.
In the first three quarters of 2021, Shenzhen Roadrover Technology Co.Ltd(002813) achieved an operating revenue of 262 million yuan, a year-on-year decrease of 35.10%; The net profit attributable to the parent company was 5.5254 million yuan, a year-on-year increase of 114.7%.
Why should Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) buy an enterprise that produces intelligent products such as intelligent cockpit?
In this regard, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) explains that "it 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."
the promised performance is less than one tenth of the transfer price
After the completion of this transaction, Guo Xiumei will also directly hold Shenzhen Roadrover Technology Co.Ltd(002813) 4299096900 shares, accounting for about 35.83% of the total share capital of the company, while Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) holds only 29.99%.
According to the announcement of Shenzhen Roadrover Technology Co.Ltd(002813) , Guo Xiumei voluntarily relinquishes the voting rights of all remaining shares after the completion of this share transfer. "The waiver period of the subject rights stated in the commitment is from the effective date of this commitment to June 30, 2025."
According to the relevant provisions of the share transfer agreement, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will have the right to restructure the board of directors and management. "Therefore, after the completion of this transaction, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will become the shareholder with the largest single voting share of the company, that is, the controlling shareholder of the company; since Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) has no actual controller, the company will change to the state of no actual controller."
Subsequently, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will make 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 the company.
According to the provisions of the share transfer agreement, ensure that Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) holds no less than 48.82% of the shares of Shenzhen Roadrover Technology Co.Ltd(002813) after the tender offer is completed.
It is worth noting that the performance commitment of this transaction comes not from Shenzhen Roadrover Technology Co.Ltd(002813) , but from Nanyang Changfeng New Material Technology Co., Ltd. (hereinafter referred to as "Nanyang Changfeng"), a wholly-owned subsidiary of Shenzhen Roadrover Technology Co.Ltd(002813) .
According to the commitment, the total net profit attributable to the parent company in the audited consolidated statements of Nanyang Changfeng in 2022, 2023 and 2024 shall not be less than 25 million yuan.
In other words, Nanyang Changfeng's total net profit attributable to the parent company in the next three years is only 75 million yuan, which has not yet reached one tenth of the transfer amount of about 780 million yuan.
In fact, since 2019, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) has been vigorously laying out excavator and aerial work platform business, improving the competitiveness of agricultural machinery products, and laying out dry mixing mortar equipment and new materials business. Why this sudden layout of the automotive intelligent industry is really puzzling.
An analyst in the construction machinery industry of a securities firm believes that Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) has also been accelerating the transformation of industrial Internet and accelerating the intelligent upgrading of production and manufacturing in recent years, " Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) at present, the overall business idea is the guiding concept of 'using Internet thinking to do business and using extreme thinking to do products'. This involvement in the field of automotive intelligence may be an attempt of transformation. After all, 780 million transfer money is nothing for Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) with a net profit of more than 7 billion a year."
However, how much can Shenzhen Roadrover Technology Co.Ltd(002813) who can't make much money a year contribute to Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) ? Everything remains to be seen.
