Aotecar New Energy Technology Co.Ltd(002239) on the evening of February 17, it was announced that the company received a notice from the actual controller Zhang Yongming that Zhang Yongming decided to terminate the planning of matters related to the change of control because he failed to reach an agreement with the counterparty on the specific conditions of the transfer of control. The trading of the company's shares resumed on February 18.
The speed of this change was unexpected to the outside world. On the evening of February 14, Aotecar New Energy Technology Co.Ltd(002239) disclosed that Zhang Yongming planned the transfer of control of the company with the controlling shareholder of the company and China Chongqing Changan Automobile Company Limited(000625) Group Co., Ltd.
The reporter of China Securities Journal found that Chongqing Changan Automobile Company Limited(000625) group has a close relationship with Aotecar New Energy Technology Co.Ltd(002239) . The Chongqing Changan Automobile Company Limited(000625) group owns a listed company Chongqing Changan Automobile Company Limited(000625) , Aotecar New Energy Technology Co.Ltd(002239) which has been disclosed in its regular reports in recent years that Chongqing Changan Automobile Company Limited(000625) is an important customer of the company. In addition, Chongqing Changan Automobile Company Limited(000625) group also shares an automobile thermal management system company with Aotecar New Energy Technology Co.Ltd(002239) .
The 143000 Aotecar New Energy Technology Co.Ltd(002239) shareholders who had expected large state-owned enterprises to become owners and waited for the "number board" would be disappointed. Some investors expressed concern about the stock price trend tomorrow and even joked: "now hurry to hang up the order and line up."
originally proposed "share transfer + fixed increase"
The announcement shows that on February 14, Zhang Yongming and the controlling shareholders of the company, Jiangsu Tianyou Jingan Investment Co., Ltd., Beijing Tianyou Investment Co., Ltd. and Tibet Tianyou Investment Co., Ltd., are planning the transfer of the company's control, and have signed the share transfer intention agreement with Chongqing Changan Automobile Company Limited(000625) group, The counterparty intends to acquire 321 million shares of the company held by the controlling shareholder of the company (corresponding to 9.9% of the total share capital of the company).
According to the 2020 annual report, the total number of voting shares directly and indirectly enjoyed by Zhang Yongming is 936 million shares (including the entrusted voting rights owned by Zhang Yongming and the voting rights corresponding to 741 million shares held by Beijing Tianyou, Jiangsu Tianyou and Tibet Tianyou), accounting for 29.03% of the current total share capital of the company and the actual controller of the company.
In addition to the equity transfer, Aotecar New Energy Technology Co.Ltd(002239) also disclosed that according to the share transfer intention agreement, the parties to the transaction made preliminary agreements on the corporate governance structure adjustment plan, the transfer restrictions of the company's shares held by the company's controlling shareholder and Zhang Yongming, and the waiver of voting rights. At the same time, the company plans to make a non-public offering of shares to the counterparty.
Chongqing Changan Automobile Company Limited(000625) group is mainly engaged in automobile manufacturing and related industries. Its shareholder is China Ordnance Equipment Group Co., Ltd., the actual controller is SASAC of the State Council, and its listed company Chongqing Changan Automobile Company Limited(000625) . The periodic reports of Aotecar New Energy Technology Co.Ltd(002239) in recent years disclose that Chongqing Changan Automobile Company Limited(000625) is an important customer of the company.
In addition, Chongqing Changan Automobile Company Limited(000625) group and Aotecar New Energy Technology Co.Ltd(002239) also have intersection in industrial investment. Statistics show that South inter Air Conditioning Co., Ltd., established in November 2000, is a technology company jointly established by Australian air conditioning international thermal energy system company and Chongqing Changan Automobile Company Limited(000625) group, integrating R & D, production and sales of automobile thermal management system. Among them, air conditioning international is a wholly-owned subsidiary of Aotecar New Energy Technology Co.Ltd(002239) .
poor performance
Aotecar New Energy Technology Co.Ltd(002239) is an enterprise providing overall solutions for automobile thermal management. Its main business is the technical development, product production and sales of automobile thermal management system. The company's main products are automobile air conditioning compressor, automobile air conditioning system and related technical products.
Aotecar New Energy Technology Co.Ltd(002239) the performance is not ideal. The company's revenue and net profit have both declined since 2018, and the revenue has improved in 2021. The company is expected to achieve a revenue of 5.270 billion yuan - 5.320 billion yuan, but still failed to turn around the loss. The company is expected to have weak performance, and the company is expected to lose 45 million yuan - 90 million yuan in 2021.
For the reasons for the performance loss, Aotecar New Energy Technology Co.Ltd(002239) said that due to the repeated price increases of various types of freight throughout the year, especially the additional increase of a large amount of air freight, the freight of parts supplied by the company to the North American factory remained high, forming a high non recurring loss factor. At the same time, affected by the epidemic in the United States, the temporary labor cost of American factories has increased; The price of metal, the main raw material of the company's products, rises and fluctuates at a high level; Chip and other key semiconductor parts have experienced serious shortage and price rise, which has restrained the company's shipping capacity and raised the manufacturing cost.
In addition, Aotecar New Energy Technology Co.Ltd(002239) it is expected that the provision for asset impairment such as inventory falling price provision and bad debt provision corresponding to the business scale will be withdrawn in the current period.
In terms of shareholders, Aotecar New Energy Technology Co.Ltd(002239) the number of shareholders at the end of September 2021 was 153600. As of January 20 this year, the number of shareholders of the company had decreased to 143100.
