Zoomlion plans to take control of luchang Technology, A self-driving concept stock, and will offer to buy at least 18.83% of the shares

2022-06-15 0 By

In the evening of February 7, Luchang Technology (002813) and Zoomlion (000157) both disclosed that Zoomlion intends to transfer 29.99% of the company’s shares held by Guo Xiumei, the controlling shareholder of Luchang Technology, at a transfer price of 21.67 yuan per share, with a total transfer of 780 million yuan.At the same time, Guo Xiumei voluntarily gave up all remaining shares (about 35.83% of the company’s total share capital) voting rights.Upon completion of this transaction, Zoomlion will become the single largest shareholder with the largest voting share of Luchang Technology, that is, the controlling shareholder of the company.January 25 since the opening of suspension of the road chang technology on February 8 resume trading.Since Zoomlion has no actual controller, Lu Chang Technology will change to the status of no actual controller.As of the disclosure date of this announcement, Zoomlion does not hold any shares of The Company.Upon completion of the share transfer, zoomlion will make a partial offer to all shareholders of Luchang Technology depending on the situation at that time, and the proportion of the shares to be purchased shall not be less than 18.83% of its total share capital.According to the Provisions of the Share Transfer Agreement, the promising party will actively provide support and cooperation as required by Zoomlion (including but not limited to urging the Board of Directors of the Company to issue a report to all shareholders on the proposed acquisition and vote for the proposal at the board of Directors of the Company and accepting the offer invitation issued by Zoomlion, etc.).To ensure that Zoomlion will hold no less than 48.82% of the shares of Lu Chang Technology after the completion of the tender offer.The promising party promises that the total net profit attributable to the owner of the parent company of Nanyang Changfeng New Material Technology Co., LTD., a wholly-owned subsidiary of Luchang Technology, shall not be less than 25 million yuan in the audited consolidated statements of each year in 2022, 2023 and 2024.In particular, each party promises to do its best to ensure that the annual audited operating income of Luchang Technology’s automotive electronic business during the performance appraisal period is no less than 150 million yuan, and the net profit attributable to the owner of the parent company in the audited consolidated statement is no less than the net profit attributable to the parent company in the audited consolidated statement of Luchang Technology in 2021.Previously, Lu Chang Technology expects net profit attributable to shareholders of listed companies in 2021 to be 5 million to 7.5 million yuan.From this point of view, the holding, Zoomlion heavy science and technology intended to road chang automotive information products.Zoomlion said that through this transaction, the company will become the controlling shareholder of Luchang Technology, which will help to play the business synergies between the company and Luchang Technology in the future, and enhance the business development ability and competitive strength of both sides.After the completion of this transaction, Zoomlion will make full use of its own experience in operation and management to further optimize the corporate governance structure of Luchang Technology, improve the operation and management efficiency of Luchang Technology, and promote the sustainable and stable development of Luchang Technology.The transaction is not intended to terminate The listing status of Lu Chang Technology.Zoomlion is mainly engaged in the research and development, manufacturing, sales and service of construction machinery and other products. Zoomlion is listed on A and H shares.Luchang Technology is mainly engaged in the development, production, sales and service of automotive informatization, intelligence and intelligent travel related products. The main products are intelligent cockpit, intelligent driving assistance and Internet of vehicles related products.Including intelligent car, LCD digital instrument, 360 panorama, electric rear door, ADAS, HUD, streaming media rearview mirror, vehicle data recorder, electronic side view mirror, ministry standard machine, wireless charger and other automotive electronic products and T-box and other Internet of vehicles products.The company expects the net profit attributable to shareholders of listed companies in 2021 to be 5 million to 7.5 million yuan, down 90.53% to 93.69% year-on-year, mainly because of the significant decrease in non-recurring gains and losses in 2021 compared to 2020, while the sales of automotive electronic parts business continues to decline.From the perspective of ownership structure, By the end of the third quarter of 2021, Guo Xiumei held about 78.9877 million shares of Luchang Technology, accounting for 65.82%.After the equity transfer, luchang Technology, a self-driving concept stock with a market value of only 2.732 billion yuan, will become a consolidated subsidiary of Zoomlion with a market value of more than 60 billion yuan, and its major shareholder, who has been reducing its holdings in recent years, will also exit.Source: Thoughtful Shanghai