Reporter | Zhang Qiaoyu

RecentlyFreedailyspinsYatong Seiko (603190FreedailyspinsSH) disclosed a major asset purchase planFreedailyspinsIt is proposed to purchase 55% of the equity of Rizhao Xingye Auto parts Co., Ltd. (hereinafter referred to as: Xingye Auto parts) held by Societe Generale Group and Xinxing Partnership by means of cash payment.

After the completion of the transaction, the shareholding of Societe Generale dropped from 90% to 40%, Xinxing Partnership withdrew, Yatong Seiko will realize the holding of Societe Generale auto parts, and Societe Generale Auto parts becomes the holding subsidiary of Yatong Seiko.

Societe Generale Auto parts submitted an application for listing on the main board of the Shanghai Stock Exchange on March 2, 2023, intending to raise funds 13.Freedailyspins32 million yuan, mainly used for the new Daimler truck beam intelligent automatic production line project, Chongqing Fuxing auto parts production project, EPS metal surface treatment and shearing Citic project and supplementary liquidity. After a round of inquiries, Societe Generale Auto parts finally withdrew the listing application on April 3, 2024 to terminate the review.

This time, seeking to merge into the main body of Yatong Seiko is another "tortuous" listing choice.

In fact, the control of Societe Generale Auto parts has been resold several times. According to previous reports from Interface News, Societe Generale Auto parts was originally a Sino-foreign cooperative enterprise jointly invested by Huachen Real Estate and Japanese Swan. After that, Huachen Real Estate and Japanese Swan were transferred and withdrawn one after another, and Societe Generale and Hande of South Korea became the new shareholders of the company, accounting for 75% and 25% respectively. Not long after Societe Generale took over, it transferred 60 per cent of its capital contribution to Hailimeta (later renamed "Hailian Jinhui", stock code: 002537.SZ). After the transfer, Societe Generale Auto parts became a holding subsidiary of Hailimeta.

Haili Meida's main products are home appliance parts, auto parts and micro-special motors and motor accessories. Societe Generale auto parts were "returned" a year after the acquisition of a 60% stake in Societe Generale. After that, Societe Generale began to seek the independent listing of Societe Generale auto parts.

Societe Generale auto parts controlling shareholder Societe Generale and the actual controller Ding Jie several times to seek to sell Societe Generale auto parts equity reasons may be related to their own debt pressure. According to the reply of the first round of inquiries about Xingye auto parts, as of June 30, 2023, the total amount of bank loans and notes payable of Societe Generale (excluding Societe Generale) was 6.972 billion yuan, and the asset-liability ratio of Societe Generale (excluding issuers) was 65.09%. Xingye auto parts actual controller Ding Jie and his immediate family members, Xingye Group guaranteed 97 external guarantees, and the total balance was 5.203 billion yuan (excluding the guarantee for Xingye auto parts). Among them, 51 external guarantees were issued to Societe Generale and its subsidiaries, with a total balance of 2.023 billion yuan.

In the first round of inquiries, the regulatory authorities asked the controlling shareholders and actual controllers of Societe Generale about the risk of debt and guaranteed debt, and asked the company to reply to the stability of the control right of Societe Generale.

Interface news reporter noted that the acquirer Yatong Seiko listed on the Shanghai Stock Exchange on February 7, 2023, also listed soon. According to the announcement, Yatong Seiko is mainly engaged in the research and development, production, sales and service of auto parts and mining auxiliary transportation equipment. Its auto parts business mainly provides automobile stamping and welding parts for commercial vehicles and passenger vehicle factories, commercial vehicle parts products are mainly used in car bodies, and customers mainly include Sinotruk, BAIC Foton and other complete vehicle factories.

Xingye Auto parts is mainly engaged in the R & D, production and sales of commercial vehicle frames and body parts. The products include frame products (frame assembly, longitudinal beam, frame parts) and body products (mainly cab stamping parts), which are mainly equipped with heavy trucks, and their performance is highly related to the demand for heavy trucks downstream. Customers also include Sinotruk, BAIC Foton, temporary heavy Machinery and so on.

Yatong Seiko said that after the completion of this transaction, Yatong Seiko will further enrich the product range of commercial vehicle parts, cover a wider range of business areas, give play to synergy, and enhance core competitiveness. At the same time, Yatong Seiko can further enhance the profitability of listed companies and enhance its sustainable management ability by obtaining the control of Societe Generale auto parts.

From 2021 to 2023, the operating income of Xingye auto parts was 2.374 billion yuan, 1.458 billion yuan and 1.591 billion yuan respectively, and the net profit was 163 million yuan, 141 million yuan and 145 million yuan respectively.

It can be seen that the performance of Societe Generale auto parts is more unstable. In 2022, revenue fell-38.59% year-on-year, and net profit fell-13.55%. Societe Generale auto parts said that the overall market size of the truck industry has declined in 2022 due to factors such as shrinking demand, poor logistics, slowing economic growth, high oil prices and so on.

In view of the fact that the asset evaluation report has not yet been finally issued, Yatong Seiko, Societe Generale and Xinxing Partnership have agreed that the final transaction price will be determined by a separate formal agreement.