"It's too fast to 'yellow out' in three days. It's unlikely that it's a problem found in the process of adjustment. It's impossible to have time." A senior person who has been engaged in due diligence audit for many years analyzed the strange things that recently happened to Aotecar New Energy Technology Co.Ltd(002239) (002239. SZ) to the reporter of Huaxia times.
On February 17, Aotecar New Energy Technology Co.Ltd(002239) announced that it had received a notice from the actual controller Zhang Yongming to terminate its plan to transfer control to Chongqing Changan Automobile Company Limited(000625) group, which was only promoted on February 14. It took only three days from the announcement of the transfer of control to its failure.
"The boss just informed us that the transfer of control was terminated because he failed to reach an agreement with Chongqing Changan Automobile Company Limited(000625) group on the specific conditions of this transfer of control, and did not say more." Aotecar New Energy Technology Co.Ltd(002239) the staff of the Securities Affairs Department replied to the reporter of Huaxia times in the afternoon of February 18. The staff member also said that he did not agree with media reports that the company would continue to plan equity transfer. "We didn't say that we would continue to promote equity transfer in the future." The staff member said.
the reason for the lightning "breakup" is a mystery
From February 14 to February 17, Aotecar New Energy Technology Co.Ltd(002239) investors experienced a ups and downs week.
On February 14, Aotecar New Energy Technology Co.Ltd(002239) announced that after receiving a written notice from the actual controller Zhang Yongming, 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., were planning the transfer of the company's control right, and had signed the share transfer intention agreement with Chongqing Changan Automobile Company Limited(000625) group, The counterparty intends to acquire 321082600 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 share transfer intention agreement, the parties to this transaction have 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.
After the news came out, investors were jubilant, and many netizens left a message saying "wait for the number board". However, only three days later, Aotecar New Energy Technology Co.Ltd(002239) announced on February 17 that it had received a notice from the actual controller Zhang Yongming, failed to reach an agreement with Chongqing Changan Automobile Company Limited(000625) group on the specific conditions of this control transfer, and terminated its plan to transfer control to Chongqing Changan Automobile Company Limited(000625) group.
\u3000\u3000 "From the previous announcement, Zhang Yongming and Chang'an have signed an intention agreement. The so-called intention agreement mainly stipulates the matters agreed by both parties, the follow-up due diligence and negotiation process of pending matters, etc. Generally speaking, the transaction failure after signing the intention agreement is because both parties cannot reach an agreement on subsequent pending matters according to the process agreed in the intention agreement, but It only took three days to terminate the agreement this time, and the follow-up process may not have time to start. This kind of direct termination of the intention agreement is relatively rare. " Lawyer Wang Zhibin of Shanghai Minglun law firm believes that.
"It turns yellow in three days. It's too fast. It's unlikely that it's a problem found in the process of adjustment. It's impossible to have time." A senior person who has been engaged in due diligence audit for many years and a reporter of Huaxia times analyzed it. "If there are any problems found in the due diligence, communication and decision-making need time, and it is impossible to get the result in three days. From our practical experience, it should be what happened in the links other than the due diligence. Will it be Aotecar New Energy Technology Co.Ltd(002239) The opinions of other shareholders may also be caused by the opinions of the superior competent department of Chang'an. Of course, these are just speculation. Only the parties know this best. " The foregoing auditors speculated.
"The boss just informed us that the transfer of control was terminated because he failed to reach an agreement with Chongqing Changan Automobile Company Limited(000625) group on the specific conditions of this transfer of control, and did not say more." Aotecar New Energy Technology Co.Ltd(002239) the staff of the Securities Affairs Department replied to the reporter of Huaxia times in the afternoon of February 18.
step on the air outlet but lose money all year round
Aotecar New Energy Technology Co.Ltd(002239) is an enterprise that provides overall thermal management solutions for automobiles. It is also the largest manufacturer of automobile air conditioning compressors in China. In recent years, Aotecar New Energy Technology Co.Ltd(002239) has paid special attention to the transformation of the new energy market, and has become the core supplier of Tesla air conditioning system. It has car enterprise customers including Volkswagen, Byd Company Limited(002594) , Chang'an, Geely, Wuling, Weilai and ideal. However, the performance of such a leading enterprise in the vertical field of automotive air conditioning that set foot on the air outlet of new energy vehicles has suffered continuous losses.
In 2018, the company's net profit decreased by 89.15% year-on-year; In 2019, the company's net profit after deducting non profits even suffered its first loss since listing; In 2020, Aotecar New Energy Technology Co.Ltd(002239) net profit continued to lose 296 million yuan. The latest performance forecast for 2021 shows that the company is expected to continue to lose money in 2021. According to the performance forecast released by the company on January 29 this year, the company expects a loss of 45-90 million yuan in 2021, but the company's operating revenue increased significantly compared with the previous year, from 3.727 billion yuan last year to 5.27-5.32 billion yuan. For the reasons for the increase in revenue, the company said that it was due to the expansion of business scope, fuller orders, increased shipments, and significant growth in the sales revenue of automobile air conditioning compressor and air conditioning system business, especially the thermal management parts of new energy vehicles.
But why did business expansion still lose money? The company said that the responsibility lies in the high freight. For the loss, the company gives three reasons: the logistics cost of overseas business is high. Affected by the price increase of various types of freight in turn 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 remains 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; It is expected that the company will make provision for asset impairment such as inventory falling price reserves and bad debt reserves corresponding to the business scale in the current period.
It is worth noting that despite years of losses, the company is still favored by capital due to its position in the tuyere. At the beginning of 2021, the company started fixed growth and raised 442 million yuan at the price of 3.95 yuan / share. Finally, a total of 9 issuers were allocated. Among them, well-known institutions include private Qianhe Capital Management Co., Ltd., which was headed by Wang Yawei, the former "first brother of public offering". It participated in the subscription with Yunjin No. 2 private securities investment fund, and was allocated 10.8861 million shares, with an amount of about 43 million yuan. The allocated public funds, including Huaxia Fund and Dacheng Fund, were allocated 10.8861 million shares, with an amount of 43 million yuan. In addition, First Capital Securities Co.Ltd(002797) securities were allocated 8607600 shares, with an amount of about 34 million yuan. Judging from the current stock price, these allocated institutions have not made money.
After the failure of this equity transfer, the company's current position is that the company will continue to operate steadily and develop sustainably in accordance with the established development strategy. The staff of the company's securities affairs department did not accept the media report that the company would continue to plan the equity transfer. "We have seen relevant reports that we have said that we will continue to promote equity transfer in the future. However, we have not said so." The above staff said.
