Securities code: Shenzhen Clou Electronics Co.Ltd(002121) securities abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) Announcement No.: 2022019 Shenzhen Clou Electronics Co.Ltd(002121)
Announcement on the listing and transfer of 27% equity of Shenzhen Automotive Power Network Co., Ltd., a holding subsidiary
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Important content tips:
1. Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as “the company”) intends to transfer 27% of the equity of its holding subsidiary Shenzhen Automotive Power Network Co., Ltd. (hereinafter referred to as “Automotive Power Grid”) through public listing.
2. This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. As the transferee has not been determined, it is impossible to determine whether it constitutes a connected transaction.
3. This transaction still needs to be deliberated and approved by the general meeting of shareholders of the company, and there is still uncertainty whether it can be deliberated and approved. As the transfer method of this equity transfer is publicly listed on the property right trading platform, the final transferee and transfer price cannot be determined, and there are uncertainties about the success of the transfer and its impact on the company’s performance. 4. The company will timely perform the necessary examination and approval procedures and information disclosure obligations for the progress of this transaction in accordance with the relevant provisions of Shenzhen Stock Exchange. Please pay attention to the investment risks.
1、 Transaction overview
The company plans to transfer the 27% equity of its holding subsidiary Shenzhen Automotive Power Network Co., Ltd. Based on the appraisal report issued by the asset appraisal institution as the pricing reference, and in accordance with the principle of no less than the appraisal value, the listing base price of 27% equity of vehicle power grid on the property right trading platform is RMB 259.2 million, and the specific transaction price will be determined according to the results of public listing and bidding.
The listing and transfer of 27% equity of vehicle power grid has been deliberated and approved at the 13th (Interim) meeting of the eighth board of directors of the company, and the independent directors have expressed their consent, which needs to be submitted to the general meeting of shareholders for deliberation. After being approved by the general meeting of shareholders, the management of the company is authorized to handle matters related to this equity transfer (including but not limited to handling transfer and listing procedures, negotiating with counterparties, signing relevant agreements, etc.).
As the transfer method of this equity transfer is public listing transfer on the property right trading platform, the final counterparty is uncertain, and it is impossible to judge whether it constitutes a related party transaction at present. If the transferee determined by the public listing procedure is a related party of the company, The company will perform relevant review procedures and information disclosure obligations in accordance with the stock listing rules of Shenzhen Stock Exchange and the articles of association. This transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of counterparty
The equity transfer of the company will be carried out by public listing on the property right trading platform. The transferee has not been determined, and the situation of the counterparty will be subject to the final transferee.
3、 Basic information of transaction object
(I) basic information of the target company
Company name: Shenzhen chedian Network Co., Ltd
Date of establishment: April 5, 2016
Registered capital: RMB 21 million
Legal representative: Gui Guocai
Registered address: Room 201, furniture industrial plant of celebrity residence, building 3, No. 10, Maotian Road, Shatian community, Kengzi street, Pingshan District, Shenzhen
Business scope: general business items: investment in new energy industry; Production, R & D, design, sales and installation services of electric vehicle charging equipment; Provide charging services for new energy vehicles; Consulting on new energy vehicles and charging technology; Sales and leasing of electric vehicles (excluding car rental with operators); China freight forwarder; International freight forwarders; Engage in advertising business; Sales and development of computer software; Electricity sales business; Development of technical scheme of logistics supply chain management; Safety technical consultation; R & D, design, installation, sales and consulting services of energy storage system and equipment; Sales of batteries and spare parts required for electric vehicles, hybrid vehicles and energy storage facilities; China Trade (excluding exclusive, exclusive and controlled commodities); Operate import and export business (if the above needs to be approved according to laws, administrative regulations, decisions of the State Council, etc., it can be operated only after obtaining relevant approval documents according to law) Cecep Solar Energy Co.Ltd(000591) power generation technology service; Sales of wind farm related equipment; Sales of mechanical and electrical equipment; Sales of intelligent power transmission and distribution and control equipment; Sales of new energy prime mover equipment; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Engineering management services. (except for the items that must be approved according to law, the business activities shall be carried out independently according to law with the business license) the licensed business items are: property management; General freight; Refrigerated transportation; Food retail; New energy vehicle maintenance; Passenger transport services; Labor dispatch services; Internet information services; Power engineering construction, electromechanical engineering construction, installation (repair and test) of power facilities and power installation engineering construction.
Equity structure: the company holds 51% of the equity of car power grid, Zhuhai zhixinhui investment partnership (limited partnership) holds 25% of the equity of car power grid, Shenzhen Yuanzhi Huaxin emerging industry equity investment fund partnership (limited partnership) holds 17.06% of the equity of car power grid, and Shenzhen Jianxin Yuanzhi investment loan linkage equity investment fund partnership (limited partnership) holds 6.67% of the equity of car power grid, Shenzhen xinfuhui No. 2 investment partnership (limited partnership) holds 0.27% equity of vehicle power grid.
(II) main financial data:
As of December 31, 2020, the total assets of vehicle power grid are 4461686 million yuan, the total liabilities are 1880787 million yuan and the net assets are 2580899 million yuan; In 2020, the company will realize an operating revenue of 3190729 million yuan, an operating profit of 138262 million yuan and a net profit of 13.232 million yuan. (audited)
As of September 30, 2021, the total assets of vehicle power grid are 415378500 yuan, the total liabilities are 178687000 yuan and the net assets are 236691500 yuan; From January to September 2021, the operating income was 218170700 yuan, the operating profit was -224415 million yuan and the net profit was -213985 million yuan. (audited)
(III) historical evolution and operation
In April 2016, the company jointly funded the establishment of Shenzhen Auto Power Network Co., Ltd. with Guokai development fund Co., Ltd., in which the company holds 57.14% equity of auto power grid and Guokai development fund Co., Ltd. holds 42.86% equity of auto power grid. In December 2018, the Company repurchased 42.86% of the equity of vehicle power grid from China Development and Exhibition fund Co., Ltd. after the repurchase, the company held 100% of the equity of vehicle power grid. In September 2019, the company transferred 25% of the equity of vehicle power grid to Zhuhai zhixinhui investment partnership (limited partnership) and 17.06% of the equity of vehicle power grid to Shenzhen Yuanzhi Huaxin emerging industry equity investment fund partnership (limited partnership), Transfer the 6.67% equity of vehicle power grid to Shenzhen Jianxin Yuanzhi investment loan linkage equity investment fund partnership (limited partnership), and transfer the 0.27% equity of vehicle power grid to Shenzhen xinfuhui No. 2 investment partnership (limited partnership). After the above equity transfer, the company holds 51% equity of vehicle power grid.
Vehicle power grid is mainly engaged in the R & D, production and sales of new energy vehicle charging equipment, the construction, investment, operation and maintenance of charging network and relevant value-added services. Adhering to the concept of innovation driven R & D, it is committed to providing customers with smarter, more energy-saving and more economical charging solutions. Through the continuous layout and development in the bus charging market, real estate charging pile Market and vehicle pile Market of main engine plant, and continuously strengthen the cooperation with local traffic investment and urban investment, as of June 30, 2021, the vehicle power grid has connected 16400 charging piles, ranking ninth in the total number of charging piles of various operators in China, and the total number of charging stations has reached 920, It ranks 10th in the total number of charging stations of various operators in China, and has realized interconnection with more than 20 provincial and municipal regulatory platforms, third-party charging platforms and online car Hailing platforms in the industry. In recent years, with the increasing number of electric vehicles, charging equipment, as a necessary infrastructure for the development of electric vehicles, has maintained rapid growth, and the industry valuation has been rising.
(IV) assessment of specific conditions
Shenzhen Guofang land real estate assets appraisal and Consultation Co., Ltd. has adopted the income method and asset-based method to evaluate the vehicle power grid and issued the asset appraisal report on the value of all equity of shareholders of Shenzhen vehicle power network Co., Ltd. involved in Shenzhen Clou Electronics Co.Ltd(002121) proposed equity transfer (szgfzpz [2021] No. 0112178).
1. Income method assessment
Based on the data of the appraised entity three years before the benchmark date, excluding the accidental and incomparable factors affecting the profitability of the enterprise, the normal income of the enterprise, according to the national macro policy, the macroeconomic situation of the country and region, the state of the charging industry of the country and region, the development plan and business plan of the enterprise, advantages, disadvantages, opportunities, risks, etc, Especially the market environment faced by the enterprise, future development prospects and potential and other factors, predict the future financial data of the appraised unit’s main business, and calculate the discounted present value of free cash flow generated by the appraised unit’s main business according to the discounted cash flow model, with a total of 918898400 yuan. According to the formula: the assessed value of all shareholders’ equity = the discounted present value of free cash flow generated by the main business income + the value of surplus assets + non operating assets – non operating liabilities – interest paying debts. The assessed value of all shareholders’ equity of Shenzhen Automotive Power Network Co., Ltd. on the benchmark date of September 30, 2021 is 941868200 yuan, an increase of 704525600 yuan over the book net assets, The value-added rate was 296.84%.
2. Asset based valuation
Using the asset-based method, the book value of the total assets of Shenzhen chedian Network Co., Ltd. on the benchmark date of September 30, 2021 is 4177532 million yuan, the assessed value is 4771299 million yuan, the assessed value-added is 593767 million yuan, and the appreciation rate is 14.21%; The book value of liabilities is 1804106 million yuan and the assessed value is 1789553 million yuan; The book value of all shareholders’ equity is 237342600 yuan, the assessed value is 298174600 yuan, the assessed appreciation is 60.832 million yuan, and the appreciation rate is 25.63%. The value-added of net assets is 60.832 million yuan, with a value-added rate of 25.63%. The main reasons for the value-added are as follows: ① the value-added of current assets is 162835 million yuan, which is due to:
a. The bad debt provision of accounts receivable is assessed as zero, and the risk loss is not accrued.
b. The book value of inventory is priced at cost, and the evaluation is priced at the sales price minus sales taxes. The evaluation value includes a certain proportion of profits, so it has a certain appreciation.
② The appreciation of fixed assets is 168003 million yuan, which is due to the fact that the economic service life is longer than the accounting depreciation life.
③ The appraisal value of intangible assets increased by 286429 million yuan, mainly because the original entry value of intangible assets included in the appraisal scope is the costs and expenses incurred at that time. This appraisal adopts the income method to determine the appraisal value according to the technical maturity, applicability, current scale converted into production, specific attached products and future expected business plan of the assets, Thus, the appraisal value of intangible assets is increased.
3. Differences and selection of evaluation conclusions
(1) Analysis of the difference between the two evaluation results
The appraisal value of income method is 941868200 yuan and that of asset-based method is 298174600 yuan. The difference between the two methods is 643693600 yuan, with a difference rate of 215.88%. The difference between the asset-based method and the income method is due to different perspectives. The evaluation of the income method is based on the continuous expansion of production scale and sustainable operation according to the management’s business plan, which reflects the comprehensive profitability of various assets of the enterprise, while the cost method is mainly the inventory calculated by the replacement cost method The evaluation value obtained after the sum of long-term equity investment and other assets will be different under the premise of two different value standards.
(2) Selection of final evaluation conclusion
After analyzing the various calculation results formed by the above two evaluation methods and comprehensively considering the rationality of the calculation results of different evaluation methods and the quality and quantity of data used, the evaluation professionals believe that the evaluation results of the income method are more reasonable. The reasons and reasons are as follows:
The appraised unit is mainly engaged in charging piles, which is more in line with the actual situation of the assets from the perspective of future profitability. This appraisal adopts the income method as the appraisal conclusion.
To sum up, according to the appraisal results of income method, the appraisal value of all shareholders’ equity of Shenzhen chedian Network Co., Ltd. on the benchmark date of September 30, 2021 is 9418682 million yuan, which is 7045256 million yuan higher than the book net assets, and the appreciation rate is 296.84%.
(V) other relevant information
Other shareholders of the vehicle power grid with the right of preemption have not signed the documents related to the waiver of the right of preemption. After the completion of the equity transfer, the vehicle will not be included in the scope of the power grid company. As of September 30, 2021, the current balance receivable from CRGL and its subsidiaries was 1272933 million yuan.
As of the date of this announcement, the company has not provided guarantee for the vehicle power grid and has not entrusted the vehicle power grid with financial management. Due to the financing demand, the company pledged 51% of the equity of vehicle power grid to Shenzhen guarantee Group Co., Ltd. if it can be successfully listed and transferred, the company will release the pledge before handling the equity transfer to realize the transfer and delivery of equity.
According to the inquiry on the website of the Supreme People’s court, the vehicle power grid is not the person subject to execution for dishonesty.
4、 Main contents of the transaction agreement
As this equity transfer is a public listing transfer on the property rights trading platform, the transaction agreement will be signed after the transferee is determined, and the counterparty, transaction price, payment method, delivery time and other contents cannot be determined at present.
5、 Other arrangements involving equity listing and transfer
This equity transfer does not involve personnel resettlement, land lease, debt restructuring, etc. The proceeds from this equity transfer will be used to supplement working capital.
6、 Purpose of this equity listing transfer and its impact on the company
The overall development of the new energy charging industry is rapid, and the market competition situation changes rapidly. The business model of vehicle power grid involves charging equipment sales, investment and operation, and platform franchise
