Hyundai Express News (reporter Gu Wei) Jiangsu new energy bull stock Aotejia, which rose nearly twice in 2020, was suddenly favored by the central enterprise China Changan Automobile Group (hereinafter referred to as China Changan). The company suspended trading on February 15 to plan for the change of actual controller, China Changan intends to transfer 9.9% of the shares of the listed company from the company's current actual controller Zhang Yongming, and Aotejia also intends to plan a non-public offering of shares to China Changan. China Changan has 4 listed companies under Changan Automobile, Jiangling Motors, Dongan Power and Hunan Tianyan, and if it successfully enters Aotejia, it will obtain the fifth A-share listing platform.
New energy bull stocks plan to change owners
Aotejia, a jiangsu listed company that mainly provides overall solutions for automotive thermal management, announced on February 15 that due to the fact that the actual controller is currently planning a change of control of the company and the company's issuance of shares to specific targets, the company's shares were suspended from the opening of the market on February 15, and the suspension time is expected to be no more than 2 trading days.
The Company received a written notice from the actual controller, Zhang Yongming, and the Company's controlling shareholders, Jiangsu Tianyou Jingan Investment Co., Ltd., Beijing Tianyou Investment Co., Ltd. and Tibet Tianyou Investment Co., Ltd. (hereinafter referred to as the controlling shareholders), are planning to transfer control of the listed company and have signed a Share Transfer Intent Agreement with China Changan Automobile Group, and the counterparty intends to transfer a total of 321 million shares of the company held by the company's controlling shareholder (corresponding to 9.9% of the total share capital of the company).
Zhang Yongming currently holds a total of 22.85% of the shares of Ortega through three companies including Jiangsu Tianyou, and also owns 6.23% of the equity voting rights entrusted by the former actual controller Wang Jinfei, and controls about 29.08% of the voting rights of the listed company in total. For China Changan to gain control, only 9.9% of the equity is not enough, so according to the intention agreement, the parties to the transaction also made preliminary agreements on matters such as the company's governance structure adjustment plan, the transfer restrictions of the shares held by the company's controlling shareholder and Zhang Yongming, and the waiver of voting rights. At the same time, the Company intends to plan a non-public offering of shares to the counterparty.
Aotejia said that at present, the above-mentioned transaction matters are still in the process of planning and preparation, and need to be reviewed and approved by the competent authorities, etc., and the procedures and steps are more complicated and uncertain. China Changan Automobile Group is mainly engaged in automobile manufacturing and related industries, the shareholder is China North Industries Group Co., Ltd., and the actual controller is the State-owned Assets Supervision and Administration Commission of the State Council. The above-mentioned planned transactions are subject to the approval of the competent state-owned asset management institutions, anti-monopoly regulators, etc., and the non-public offering is subject to the deliberation and approval of the company's board of directors and shareholders' general meeting and the approval of the China Securities Regulatory Commission.
Ortega's main products include automotive air conditioning compressors, automotive air conditioning systems, batteries and energy storage system thermal management products. In February 2020, because of the Tesla concept, Ortega rose 2.75 times in less than a month, and its annual increase in 2020 also reached 1.74 times.
Ortega mainly provides heat pump air conditioning products for Tesla. Previously, in November 2018, Ortega had announced that its subsidiary Air Conditioning International had received Tesla's "Supplier Fixation Letter" and Air Conditioning International would supply automotive air conditioning products (HVAC) to a certain model of Tesla's electric vehicle according to the final contract. However, in 2021, under the background of the general rise in the new energy vehicle industry chain, Aotejia's stock price fell by 25% against the trend.
On February 14, before the company's suspension, Ortega suddenly rose 5.83%. Some netizens speculated whether the control change message leaked in advance. However, some netizens believe that this may be related to the overall rebound of the new energy vehicle industry chain sector on the same day. Reima Precision, a Suzhou listed company specializing in precision structural parts for new energy vehicles, continued to rise and fall on February 14 and 15.
According to the official website, China Changan was originally China Southern Industrial Automobile Co., Ltd., and now has 20 secondary enterprises in four major sectors, such as vehicles, auto parts, sales and service, and logistics, including Changan Automobile, Jiangling Motors, Dongan Power, and Hunan Tianyan. Among them, Hunan Tianyan and Aotejia are both auto parts enterprises, while China Changan's Southern Inter Air Conditioning Co., Ltd. is a joint venture with Aotejia's air conditioning international joint venture.
If it successfully wins the control of Aotejia, it will not only mean that China Changan will obtain another A-share listing platform, but also mean that its production and research and development capabilities in the field of auto parts will be greatly improved.
Although the "radish chapter" storm is flat, the performance has not improved
Aotejia was formerly known as Jin Feida, a garment company listed in 2008, and the actual controller was Wang Jinfei of Nantong Regal and Dior Holdings. In 2015, the then Jinfeida non-public issuance of shares, for a consideration of 2.65 billion yuan to acquire Nanjing Aotejia New Energy Technology Co., Ltd., controlled by Zhang Yongming, cut into the field of automotive air conditioning compressors. Since then, Jinfeida has successively acquired Air Conditioning International and Mudanjiang Futong, and continued to lay out in the field of automotive thermal management, and the listed company was also renamed Aotejia.
In 2016, Wang Jinfei resigned as chairman and was succeeded by Zhang Yongming. In August 2018, Wang Jinfei entrusted part of the voting rights to Zhang Yongming, who became the actual controller of the company.
However, since the end of August 2018, Aotejia has continuously disclosed the receipt of court summonses and the announcement that the shares have been frozen, and there have been 8 litigation cases involving a total amount of 744 million yuan, all of which are private debt disputes related to Wang Jinfei and Diao Holdings. Wang Jinfei privately engraved the company's official seal and the legal representative's name seal without the knowledge of the listed company Aotejia, fraudulently used the company's name to stamp the contract, and listed Aotejia as the guarantor.
These illegal guarantee lawsuits were not closed until the end of 2019. On November 14 of that year, the SPC issued the Minutes of the National Court Work Conference on Civil and Commercial Trials, which held that the external guarantees made by the major shareholders or chairmen of the listed company without performing the decision-making procedures of the board of directors or the shareholders' general meeting and without making an announcement will not be protected by law. A series of related lawsuits of Ortega were ultimately exempted from joint and several liability.
Although the "Radish Chapter" incident was over, the company's performance in recent years has not improved. In 2019 and 2020, Aotejia lost 205 million yuan and 263 million yuan respectively after deducting non-deductions.
△ Reporter mapping Data source: Flush ifind
On January 29 this year, Aotejia released a performance forecast, and it is expected to lose 45 million yuan to 90 million yuan in 2021, a year-on-year loss reduction. The company said that in 2021, the company's operating income increased significantly, the gross profit level of most businesses picked up, and most of the business segments were profitable. However, due to the obvious increase in raw material costs, the provision for impairment, the high overseas logistics costs, especially the addition of a large number of air freight costs, etc., resulting in a net profit loss for the current period.
In the Aotejia stock bar, many shareholders have high expectations for the entry of China Chang'an. In addition to the synergy of the industrial chain, even some shareholders have begun to imagine asset injection. On January 24 this year, Chongqing Changan New Energy Automobile Technology Co., Ltd., a subsidiary of China Changan, landed a Series B financing, with 10 institutions increasing their capital by a total of 4.977 billion yuan, of which the shareholding ratio of listed company Changan Automobile was diluted from 48.95% to 40.66%. The industry generally believes that Changan New Energy will seek independent listing in the future. However, at present, its listing path is not clear.
Zhang Yongming, who intends to give up control this time, is not only the actual controller of Aotejia, but also the actual controller of the listed company Guanhao Biotech, and was previously the second largest shareholder of another auto parts company, Changshu Auto Accessories. However, with the continuous reduction of holdings, Zhang Yongming has withdrawn from the list of shareholders of Changshu Auto Accessories.