On the evening of March 23, Hangzhou Advance Gearbox Group Co.Ltd(601177) ( Hangzhou Advance Gearbox Group Co.Ltd(601177) . SH) announced that Xiaoshan state owned assets, the controlling shareholder of the company, planned to acquire 799719 million shares of listed companies (accounting for 19.99% of the total shares) by means of partial offer. The proposed offer price will be determined according to the arithmetic mean of the daily weighted average price of the company's shares in the 30 trading days before the suggestive announcement of Xiaoshan state-owned assets acquisition by offer (calculated according to the average price in the 30 trading days before the suspension, the price is 8.10 yuan / share).
It is worth noting that the number of 799719 million shares is completely consistent with the shareholding of the second shareholder Hangzhou Guangfa Technology Co., Ltd. Three years ago, Xiaoshan state-owned assets sold 799719 million shares of Hangzhou Advance Gearbox Group Co.Ltd(601177) to Guangfa technology, the only applicant, at the price of 7.78 yuan / share by publicly soliciting equity transferors, while the repurchase price rose by less than 5% three years later.
"Partial tender offer refers to that Xiaoshan state-owned assets only purchases 799719 million shares, which is different from the comprehensive tender offer. At present, the shareholding of Xiaoshan state-owned assets is 25.02%. If it is purchased through agreement acquisition, it may trigger the terms of comprehensive tender offer." Hangzhou Advance Gearbox Group Co.Ltd(601177) the staff of the Securities Affairs Department explained to the reporter of Huaxia times.
acquisition or intention of second shareholder
According to the announcement of Hangzhou Advance Gearbox Group Co.Ltd(601177) , the controlling shareholder of the company, Xiaoshan state-owned assets, plans to purchase 799719 million shares of listed companies (accounting for 19.99% of the total shares) by partial offer at a price of 8.10 yuan / share. According to the third quarterly report of Hangzhou Advance Gearbox Group Co.Ltd(601177) , Hangzhou Guangfa Technology Co., Ltd., as the second largest shareholder of the company, happens to hold 19.99% of the equity of the company, which is completely consistent with the number of tender offers made by Xiaoshan state-owned assets. "The directionality of this part of the tender offer is very obvious. It should be that the two sides have reached a tacit understanding. Moreover, from the price point of view, although the price of 8.10 yuan / share is higher than that before the suspension, from the stock price trend in recent six months, the vast majority of investors lose money by selling at this price, so there should be few ordinary investors who will participate in the acquisition." Some market analysts said.
"Partial tender offer refers to that Xiaoshan state-owned assets only purchases 799719 million shares, which is different from the comprehensive tender offer. At present, the shareholding of Xiaoshan state-owned assets is 25.02%. If it is purchased through agreement acquisition, it may trigger the terms of comprehensive tender offer." The above staff of Hangzhou Advance Gearbox Group Co.Ltd(601177) Securities Affairs Department explained to the reporter of Huaxia times. However, the staff member did not admit that the acquisition was the acquisition of the equity held by Guangfa technology by Xiaoshan state-owned assets. He also introduced that if the number of Shares applied to participate in the tender offer exceeds 799719 million, the number of shares to be purchased will be distributed proportionally.
Hangzhou Advance Gearbox Group Co.Ltd(601177) is an enterprise specialized in designing and manufacturing gear transmission devices and powder metallurgy products in China. The company was formerly known as Hangzhou gearbox factory. The company's products include more than 1000 varieties in ten categories, such as ship propulsion system, construction machinery transmission, wind power generation and other new energy gearbox. The actual controller of Guangfa technology, the second shareholder, is Liao Jieyuan, who is widely known in the capital market and is the founder and CEO of Weiyi group Since the establishment of the micro network, the core business has been covered by medical, pharmaceutical, medical and health insurance fields for more than ten years, and has become a digital health platform covering the Internet plus medical health industry chain. Last April, Weiyi submitted an IPO application to the Hong Kong stock exchange. However, six months later, the prospectus related to micro medicine became invalid. Up to now, micro medicine still failed to pass the hearing. In addition, several media reported that micro medicine laid off the company last year, reducing the number of employees from about 4000 to about 3000.
It should be noted that Liao Jieyuan resigned as a director of Hangzhou Advance Gearbox Group Co.Ltd(601177) as early as May 24, 2021.
three years ago high profile combination
It is worth noting that the high standard conditions for Xiaoshan state-owned assets to publicly raise the equity transferor three years ago were considered to be the exclusive customization of GF technology at that time.
Hangzhou Advance Gearbox Group Co.Ltd(601177) 2018 announced on November 13 that Xiaoshan state owned assets planned to transfer part of its shares in the company through public solicitation of the transferee. The proportion of shares to be transferred this time shall not exceed 19.99% of the total share capital of the company. After more than three months of preparation, the announcement on Hangzhou Advance Gearbox Group Co.Ltd(601177) february 19 disclosed that Xiaoshan state-owned assets planned to transfer 19.99% of the shares of the company held by it through public solicitation of the transferee, which was approved by Zhejiang SASAC, and the transfer base price was 7.78 yuan / share, that is, the total consideration was no less than 622 million yuan.
At that time, Xiaoshan state-owned assets established very high standard equity transfer conditions: the proposed transferee should be a single legal subject and independently transfer all the subject shares, and the transferor does not accept a consortium composed of two or more enterprise subjects as the proposed transferee; The proposed transferee has been established for more than 10 years, and the actual controller has not changed in the last three years, and the registered capital is not less than 1 billion yuan and the paid in capital is not less than 500 million yuan; The group controlled by the transferee or its actual controller should belong to the emerging industries of national strategy, Internet plus, high-end equipment manufacturing and so on, and the overall market value or valuation is more than 30 billion. Under such constraints, only Hangzhou Guangfa Technology Co., Ltd. submitted bidding documents and other registration materials during the registration period, and paid 120 million yuan as the transaction security. Xiaoshan state owned assets then held a review meeting to determine that GF technology meets the conditions for the public solicitation of the transferee.
According to the condition setting of Xiaoshan state-owned assets at that time, the recruitment was obviously not ordinary financial investors. Therefore, people expected to have further asset restructuring plan, Hangzhou Advance Gearbox Group Co.Ltd(601177) also triggered a wave of doubling market at that time. However, after GF technology took shares in Hangzhou Advance Gearbox Group Co.Ltd(601177) the company did not promote major asset restructuring. After GF science and technology took a stake in Hangzhou Advance Gearbox Group Co.Ltd(601177) in 2020, there was indeed a significant increase in performance, but the reason was that the sales revenue of wind power products in traditional business doubled. The surge in share prices eventually fell down. Three years ago, the selling price of Xiaoshan state-owned assets was 7.78 yuan / share; Three years later, he bought it back at the price of 8.10 yuan / share. In three years, the repurchase price rose by less than 5%.
