“It will be ‘yellow’ in three days. This speed is too fast. It is unlikely to be a problem found in the due diligence process. It is impossible to have enough time.” A senior person who has been engaged in due diligence audit all year round told the China Times “The reporter analyzes what happened recently inOrtegaStrange things on (002239.SZ).
On the evening of February 17th,OrtegaAnnounced that it had received a notice from the actual controller Zhang Yongming and terminated hisChangan AutomobileThe group’s plan to transfer control was only pushed forward on the evening of February 14.from the transfer of control to the outside worldannouncementTo fail, only after three days.
“The boss just informed us that the transfer of control rights was terminated, on the grounds that the specific conditions of this transfer of control rights and theChangan AutomobileThe group agreed and said nothing more. “OrtegasecuritiesThe staff of the affairs department replied to the reporter of “China Times” on the afternoon of February 18.The staff member also said that he did not agree with media reports that the company would continue to planEquity transfer“We didn’t say that we would continue to promote equity transfers in the future,” the staff member said.
The reason for the “breakup” of lightning is a mystery
From the evening of February 14th to the evening of February 17th, investors in Altega experienced a week of ups and downs.
On the evening of February 14, Aotejia announced that it had received a written notice from Zhang Yongming, the actual controller, that Zhang Yongming and the company controlled the company.shareholderJiangsu Tianyou Jingan Investment Co., Ltd., Beijing Tianyou Investment Co., Ltd. and Tibet Tianyou Investment Co., Ltd. are planning for the transfer of company control, and have contactedChangan AutomobileThe group signed the “Share Transfer Intention Agreement”, and the counterparty planned to transfer 321,082,600 shares of the company held by the controlling shareholder of the company (corresponding to 9.9% of the company’s total share capital). According to the “Share Transfer Intention Agreement”, the parties to this transaction have made preliminary agreements on the adjustment plan of corporate governance structure, the transfer restrictions of the company’s controlling shareholder and the company’s shares held by 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.
After the news came out, investors were jubilant, and many netizens left a message saying “waiting for the number board”. But just three days later, Autoga announced on the evening of February 17 that it had received a notice from the actual controller Zhang Yongming that it could not reach an agreement with Changan Automobile Group on the specific conditions of this transfer of control rights, and terminated its transfer to Changan Automobile. The group’s plan to transfer control.
“From the previous announcement, Zhang Yongming and Changan have signed an agreement of intent. The so-called agreement of intent mainly refers to the matters that the two parties have reached an agreement on, the follow-up due diligence for pending matters, and the negotiation process, etc. Generally speaking, signing an agreement of intent The subsequent transaction failed because the two parties could not reach an agreement on the follow-up 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 be able to start in time. Rare.” Wang Zhibin, a lawyer from Shanghai Minglun Law Firm, believes.
“It will be yellow in three days. This speed is too fast. It is unlikely to be a problem found during the due diligence process, and it is impossible to have enough time.” A senior person who has been engaged in due diligence audit all year round and a reporter from “China Times” analyze. “If there is any problem found in due diligence, communication and decision-making will take time, and it is impossible to get results in three days. From our practical experience, it should be a link other than due diligence. What happened? Could it be the opinions of other shareholders of Aotejia, or the opinions of Changan’s superior authorities, of course, these are just guesses, and only the parties know this best.” The aforementioned auditors speculated .
“The boss just informed us that the transfer of control rights was terminated, on the grounds that we could not reach an agreement with Changan Automobile Group on the specific conditions of this transfer of control rights, and did not say more.”securitiesThe staff of the affairs department replied to the reporter of “China Times” in this way on the afternoon of February 18.
Stepping on the tuyere but losing money all year round
Aoteca is a company that provides overall thermal management solutions for automobiles, and is also the largest manufacturer of automotive air-conditioning compressors in China.In recent years, Aoteca has paid special attention to the transformation of the new energy market, and has become aTeslaThe core supplier of air conditioning systems, including Volkswagen,BYDChangan, Geely, Wuling,NIO, Ideal and other car enterprise customers. But such a head enterprise in the vertical field of automotive air conditioners that is targeting the new energy vehicle outlet,performancebut continued to lose money.
In 2018, the companynet profitA year-on-year decrease of 89.15%; in 2019, the company’s net profit after deducting non-deductibles even suffered its first loss since its listing; in 2020, Aotejia’s net profit continued to lose 296 million yuan. The latest disclosure of the 2021 performance forecast shows that the company is expected to continue to lose money in 2021.According to the company’s performance forecast released on January 29 this year, the company expects a loss of 45 million yuan to 90 million yuan in 2021, but the company’sOperating incomeHowever, it has increased significantly from the previous year, from 3.727 billion yuan last year to 5.27-5.32 billion yuan. Regarding the reasons for the increase in revenue, the company said that due to the expansion of business scope, relatively full orders, and growth in shipments, the sales revenue of automotive air-conditioning compressors and air-conditioning systems, especially the thermal management parts of new energy vehicles, has increased significantly.
But why is the business expansion still losing money, the company said the responsibility is that the freight is too expensive. For the loss, the company gave three reasons: overseas business logistics costs are high. Affected by the successive price increases of various types of freight throughout the year, especially the increase in a large amount of additional air freight, the freight of the company’s supply of parts and components to North American factories remained high, resulting in high non-recurring loss factors.At the same time, affected by the U.S. epidemic, the temporary labor cost of U.S. factories has increased; the price of metal, the main raw material of the company’s products, has risen and fluctuated at a high level; key factors such as chipssemiconductorSuch parts and components have experienced serious shortages and price increases, which have inhibited the company’s shipping capacity and increased manufacturing costs; it is expected that the company will make provision for asset impairment such as inventory depreciation reserves and bad debt reserves that are appropriate to the business scale in the current period.
It is worth noting that despite years of losses, the company is still favored by capital because it is in the wind. At the beginning of 2021, the company launched a fixed increase, raising 442 million yuan at a price of 3.95 yuan per share.In the end, a total of 9 targets were allocated and issued, among which well-known institutions include the private equity Qianhe Capital Management Co., Ltd. headed by Wang Yawei, the former “public offering brother”, which managed Yunjin No. 2 private equity.securitiesInvestfundParticipated in the subscription and were allocated 10.8861 million shares, with an allocation amount of about 43 million yuan.The allocated public funds includeChina Asset Management、Dacheng Fund, all were allocated 10.8861 million shares, and the allotment amount was 43 million yuan.andfirst ventureThe securities were allocated 8.6076 million shares, and the allocation amount was about 34 million yuan. Judging from the current stock price, none of these allocated institutions has made any 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 approve of media reports that the company would continue to plan for equity transfers. “We have seen relevant reports that we have stated that we will continue to promote the equity transfer in the future. However, we have not said that.” The above-mentioned staff member said.
(Article source: China Times)