the capital market reproduces “a eats a”.
On February 7, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) announced that the company signed the share transfer agreement with Guo Xiumei and her spouse Zhu Shucheng. The company plans to transfer Shenzhen Roadrover Technology Co.Ltd(002813) 35988000 shares held by Guo Xiumei, accounting for 29.99% of the total share capital. The transfer unit price is 21.67 yuan / share, totaling 780 million yuan.
Affected by this news, on February 8, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) closed at 7.51 yuan / share, up 3.59%, with a total market value of 65.171 billion yuan.
performance commitment party is the target subsidiary
At the same time, Guo Xiumei promised to voluntarily give up the voting rights of all remaining shares after the completion of share transfer. This means that Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will become Shenzhen Roadrover Technology Co.Ltd(002813) the single shareholder with the largest share of voting rights, that is, the controlling shareholder of the latter. 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.
In addition to the transfer of 29.99% of the shares, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) has subsequent acquisitions. It said that the company would make partial offers to all shareholders of Shenzhen Roadrover Technology Co.Ltd(002813) according to the situation at that time, and the proportion of shares to be purchased would not be less than 18.83% of the total share capital of the target company. According to the provisions of the share transfer agreement, the commitment party will actively provide support and cooperation according to the requirements of the company to ensure that the proportion of shares of the target company held by the company after the tender offer is completed is not less than 48.82%.
This acquisition is a cross-border move of Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) . The Shenzhen Roadrover Technology Co.Ltd(002813) listed on Shenzhen Stock Exchange in 2016 is mainly engaged in the development, production, sales and services of automotive informatization, intellectualization and intelligent travel related products. The main products are intelligent cockpit, intelligent cockpit, intelligent assisted driving and vehicle networking related products. Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) as the leader of construction machinery, it focuses on the R & D, manufacturing, sales and service of construction machinery and agricultural machinery.
In addition, according to the interim report data of Shenzhen Roadrover Technology Co.Ltd(002813) 2021, the revenue of the company’s vehicle navigation and automotive supplies business accounted for only 23.73% and 16.95% respectively, while the slag powder business was as high as 54.95%. Thus, Shenzhen Roadrover Technology Co.Ltd(002813) ‘s automobile related business has not become its performance support for the time being.
It is doubtful that the performance commitment of the above transaction was not made by Shenzhen Roadrover Technology Co.Ltd(002813) , but its wholly-owned subsidiary Nanyang Changfeng New Material Technology Co., Ltd. (hereinafter referred to as “Nanyang Changfeng”). Nanyang Changfeng is not involved in the field of intelligent driving and mainly undertakes the slag powder business of Shenzhen Roadrover Technology Co.Ltd(002813) . The reporter also noted that Nanyang Changfeng falsely reported an investment of 23.2 million yuan and 67.1% in 2020. In December last year, Henan Bureau of statistics issued an administrative punishment notice. Henan Bureau of statistics planned to give Nanyang Changfeng a warning and impose an administrative penalty of 20000 yuan, and planned to identify Nanyang Changfeng as a statistical general dishonest enterprise.
According to the performance commitment, the total net profit attributable to the parent company in the audited consolidated statements of Nanyang Changfeng in 2022, 2023 and 2024 should not be less than 25 million yuan. Compared with the purchase price of 780 million yuan, the performance of 75 million yuan in three years is weak. In this regard, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) the relevant person of the board secretary office said in an interview with the reporter of the international finance news, “Nanyang Changfeng focuses on the slag segment business and has a high certainty of profitability, so it makes a performance commitment.”
Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) mentioned in the announcement that all parties promise to do their best to promote the target company’s automotive electronics business in each year of the performance evaluation period: the total audited operating revenue is not 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 of the target company in 2021. In contrast, this commitment is superficial and there is no bottom line for performance compensation.
target multi-year loss
What worries the market is also the performance of Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) acquisition targets. According to the financial report data, from 2018 to 2020, Shenzhen Roadrover Technology Co.Ltd(002813) operating revenue was RMB 757 million, RMB 770 million and RMB 493 million respectively, which has shrunk significantly, and the deduction of non net profit was RMB 182 million, RMB 383 million and RMB 90.41 million respectively. According to the performance forecast disclosed on January 19, Shenzhen Roadrover Technology Co.Ltd(002813) is expected to achieve a revenue of 400 million yuan to 420 million yuan and a net profit attributable to the parent company of 5 million yuan to 7.5 million yuan in 2021, a year-on-year decrease of 90.53% to 93.69%. The deduction of non net profit still continues the loss trend, with a loss of 500000 yuan to 3.5 million yuan.
Why did Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) choose to acquire an enterprise with negative non net profit for consecutive years? The relevant person of the company’s board secretary office told the reporter of the international finance news that the acquisition of Shenzhen Roadrover Technology Co.Ltd(002813) is mainly to deeply layout the fields of intelligent driving and Internet of vehicles, give play to business cooperation and improve the expansion ability of both sides. As for the performance of Shenzhen Roadrover Technology Co.Ltd(002813) , the person claimed that ” Shenzhen Roadrover Technology Co.Ltd(002813) is facing a bottleneck period, and the company sees its future development space”.
Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) is full of confidence in the prospect of Shenzhen Roadrover Technology Co.Ltd(002813) , but Lu Chang seems to disagree internally. At the beginning of the lifting of the ban on restricted shares in October 2019, Shenzhen Roadrover Technology Co.Ltd(002813) 9 directors, supervisors and senior executives collectively put forward the reduction plan. So far, Shenzhen Roadrover Technology Co.Ltd(002813) has issued 5 pre disclosure announcements on the reduction of holdings by actual controllers and directors, supervisors and senior executives. On January 6 this year, Shenzhen Roadrover Technology Co.Ltd(002813) 5 directors, supervisors and senior executives announced the reduction of their holdings in the next six months.
In addition, Shenzhen Roadrover Technology Co.Ltd(002813) is slightly silent in the capital market. Its latest closing price was 25.05 yuan / share, up only 12.33% from 22.3 yuan / share at the beginning of 2021. According to choice data, Shenzhen Roadrover Technology Co.Ltd(002813) the latest institutional research report is still in August 2017. By the end of the third quarter of 2021, there was no fund, insurance, brokerage and other capital directly holding Aba Chemicals Corporation(300261) shares, and only one “other” institution held 180000 shares.
share price is low
According to public data, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) was founded in 1999 and listed in 2000. It is located in Changsha, Hunan Province and ranks fifth in the top 100 list of China’s machinery industry in 2021.
Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) announced on the interactive platform in November last year that the company is vigorously developing diversified layout. Its “intelligent agricultural machinery + Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) ” sector is an important development sector of the company, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) is actively expanding modern agricultural business models such as Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) and agricultural services with modern information technologies such as artificial intelligence and big data.
Coincidentally, the “first brother” of construction machinery Sany Heavy Industry Co.Ltd(600031) also makes efforts in the field of intelligent driving. Sany Heavy Industry Co.Ltd(600031) has publicly stated that in 2020 alone, the company has offline 10 motorized products, covering excavators, cranes, mixers, dump trucks and road machinery; The company uses intelligent technologies such as driverless, remote control, intelligent operation, big data analysis and 5g network to develop a variety of intelligent products. In June 2021, Sany intelligent excavator sy375ids was released. The application of fully electronically controlled intelligent drive technology has higher efficiency and lower cost.
Judging from the performance in recent years, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) is steady. From 2018 to 2020, the company’s revenue was 28.697 billion yuan, 43.307 billion yuan and 65.109 billion yuan respectively, with a year-on-year increase of 23.3%, 50.92% and 50.34%, and the net profit attributable to the parent company was 2.02 billion yuan, 4.371 billion yuan and 7.281 billion yuan respectively, with a year-on-year increase of 51.65%, 116.42% and 66.55%. In the first three quarters of 2021, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) revenue increased by 20.3% year-on-year to 54.427 billion yuan, but the net profit increased only by 1.13% to 5.751 billion yuan.
In the secondary market, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) share price is low and sluggish. Since it hit a high of 15.53 yuan / share in March 2021, it has been falling all the way. Based on the latest market price of 7.51 yuan / share, the share price has been halved.
