Reporter Gong Mengze
On the evening of June 26, 360 announced that its wholly-owned subsidiary, 360 Private Equity Fund, plans to register nearly 80 million yuan in Hezhong New Energy Automobile Co., Ltd. (hereinafter referred to as "Nezha Auto") held by it. The capital, corresponding to the 3.532% equity of Nezha Automobile, was transferred to Jiaxing Xinzhu Equity Investment Partnership (Limited Partnership) and Shenzhen Jingchengguang Enterprise Management Center (Limited Partnership), and the transfer consideration was 0 yuan.
On June 27, Nezha Auto announced that the fund and the management team of part of the equity transferred by 360 will form a concerted action person, which is beneficial to the control of Nezha Auto's management team.
The "Securities Daily" reporter noticed that in October last year, 360 planned to invest 2.9 billion yuan in Nezha Auto, and has completed 900 million yuan and 1 billion yuan in investment.The transfer mentioned in the above announcement means that the remaining 1 billion yuan will no longer be paid, and it will not continue to perform the contract, but will be transferred at 0 yuan.In addition to the transfer, 360 will also waive special rights including redemption rights, preemptive rights, and additional investment rights.
Industry insiders question
"Ready to go public"
All parties have responded to this equity transfer.
360 pointed out in the announcement that the move is to optimize the equity structure of the target company, improve the target company's governance mechanism, and support the transformation of Nezha Automobile's shareholding system.
It emphasized in the announcement that the cooperation between the company and Nezha Auto is progressing smoothly. After the completion of the equity transfer, the company is still a shareholder of Nezha Auto, and the two parties will continue to maintain communication in the fields of network security and intelligent driving technology development.
Regarding the "0 yuan conversion of equity" issue, Zhou Hongyi recently responded: "Nezha Auto is still a startup company, and it is necessary to let the founder team lead the company's development instead of being completely dominated by capital, but now the founder team has too little equity."
Nezha Auto said that the fund of part of the equity transferred by 360 will form a concerted action person with the management team. Continued operations are more beneficial.
So, to what extent can a 3.532% stake "increase the control of the management team"?The latest shareholding structure of Nezha Auto shows that its major shareholders are Nanning Minsheng New Energy Investment (14.03%), Beijing Huading New Power (12.3%), Yichun Jinhe (9.9773%) representing Yichun State-owned Assets, Nanning State-owned Assets and Sichuan State-owned Assets , the shareholding is very scattered, and there are more than 40 shareholders in total.Among them, Tongxiang Zhonghe, Shanghai Zhe'ao Industry and founder Fang Yunzhou, who represent the founder team, together hold only 7.2% of the shares.
Although Zhang Yong, the co-founder and CEO of Nezha Automobile, said that the Nezha management team holds more than 20% of the shares.But even so, for a startup, the shareholding of the founder's management team is still very low.
According to the statistics of the "Securities Daily" reporter, the largest shareholder of WM Motor, which recently submitted its prospectus, has a total of 30.82% of the shares held by the largest shareholder, Shen Hui and his wife, and 13.75% of the shares held by the management and employees; Li Xiang's personal shareholding only accounts for 13.75% of the shares of Li Xiang. Up to 19.7%, with 71% of voting rights (as of the end of 2021); when NIO went public in 2018, Li Bin held 17.2% of the shares, and up to now, the shareholding ratio is still 13.8%, which is not counting the management team. shareholding ratio.
In this regard, Nezha Auto said that the company is currently promoting the industrial and commercial change of this round of financing, and will quickly start the company's shareholding system reform.A securities analyst in the auto industry who did not want to be named told reporters that the purpose of the joint-stock system reform is to establish an enterprise system with clear property rights and clear rights and responsibilities, and to provide the institutional basis and entity qualifications for the listing and financing of enterprises.But "not so much that Nezha is preparing for a listing, it's more like an important shareholder changing its internal investment plan."
The new force of waist car building
under pressure to survive
At the end of April 2021, 360 officially announced that it would cooperate with Nezha Auto to build cars, which attracted market attention.Since then, because 360 has not officially made an investment move, it was once called the "spiritual shareholder" of Nezha Auto by the outside world.It was not until October of that year that 360 announced that it would invest 2.9 billion yuan in Nezha Auto with its own funds, holding a total of 16.59% of the latter's shares and becoming the second largest shareholder, which broke many doubts.
According to the latest announcement, on May 31, 2021, the 900 million yuan investment paid by 360 has been paid.On October 27, 2021, the prerequisites for the delivery of the D1 round of the above-mentioned 2.9 billion investment have been met, and the company's wholly-owned subsidiary Tianjin Qirui Tiancheng Equity Investment Center (Limited Partnership) completed the D1 round leading investor's first round of investment of 1 billion yuan payment.As of the time of the announcement, 360 still has 1 billion yuan of unpaid investment, which is the 3.532% stake acquired in this transaction.
From the performance point of view, Nezha Auto will lose 1.32 billion yuan in 2020, and its revenue in 2021 will be 5.735 billion yuan, with a loss of 2.9 billion yuan. The cumulative loss in the past two years has exceeded 4.2 billion yuan.As of December 31, 2021, Nezha Auto had total assets of 13.7 billion yuan and total liabilities of 8.3 billion yuan.
In this regard, Gao Yunpeng, director of the China New Energy Automobile Industry Innovation Alliance, told the "Securities Daily" reporter that building a car is a matter of burning money. In the face of Nezha Automobile, a new force in the waist with debts of nearly 10 billion yuan, 360 made this move. Totally understandable.
As an early group of new car-making forces developed in China, the latest delivery data of Nezha Auto shows that the company delivered a total of 11,009 new cars in May, a year-on-year increase of 144%; from January to May 2022, a total of 49,974 units were delivered, a year-on-year increase. 213%.
In Gao Yunpeng's view, in terms of sales data, Nezha Auto is already in the same camp as Xiaopeng Motors and Ideal Auto, but it has not formed an absolute advantage in core technology and brand stickiness. Whether the sales can be sustained and whether it can be successfully listed , When can get rid of losses after listing, the variables are relatively large.
