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Yangtze River Business Daily News ● Yangtze River Business Daily reporter Huang Cong

When the company's operation fell into an unfavorable situation, Cai Changwei, the actual controller of Hanchuan Intelligence, faced the risk of unstable control.

On February 22, Hanchuan Intelligent (688022. SH) issued an announcement showing that Cai Changwei has reached a default situation because part of the principal and interest due for not being repaid on time. If the 52.43% equity of Hanchuan Investment and the 13,134,300 tradable shares of the listed company Hanchuan Intelligent cannot be released from the pledge and are subject to judicial enforcement due to the exercise of relevant rights by the right holder, the company will face a major risk of unstable control or change of actual controller.

Looking back on history, in July 2023, due to personal capital needs, Cai Changwei and his then-spouse Liu Aiqiong, as co-borrowers, signed the "Transfer and Repurchase Contract of Specific Equity Income Rights" with Huaneng Guicheng Trust, with a financing amount of RMB 220 million.

It should be noted that recently, Hanchuan Intelligent released the 2024 annual performance forecast, showing that it is expected to achieve a net profit of about -1.107 billion yuan. Coupled with the loss in 2023, in the past two years, Hanchuan Intelligent has a net profit loss of about 1.2 billion yuan.

Hanchuan Intelligent said that in 2024, due to the macroeconomic environment, the delivery volume and acceptance progress of the company's automotive equipment business will be lower than expected, and the company will carry out strategic contraction adjustments for the battery equipment and charging and swapping equipment of the new energy business, which will affect the company's overall operating income.

Part of Cai Changwei's principal and interest was not repaid on time

On February 22, Hanchuan Intelligent announced that the company received a notice from Cai Changwei, the actual controller, and Hanchuan Investment, the controlling shareholder of the company. It was learned that Cai Changwei pledged 52.43% of the equity of Hanchuan Investment, the controlling shareholder of Hanchuan Investment, due to personal capital needs, and at the same time, as a credit enhancement measure, Hanchuan Investment pledged 13.1343 million tradable shares of the company to Huaneng Guicheng Trust, but the stock pledge of the listed company has not yet been registered with the China Securities Depository and Clearing Corporation, and the pledge has not yet been established.

Historically, in July 2023, due to their personal capital needs, Cai Changwei and his then-spouse Liu Aiqiong, as co-borrowers, signed the "Transfer and Repurchase Contract for Specific Equity Income Rights" (the "Main Contract") with Huaneng Guicheng Trust, with a financing amount of RMB 220 million and a financing period (i.e. from the date of establishment of the trust to the repurchase date) of 12 months (July 2023 to July 2024).

According to the announcement, the main contract involves a total of three credit enhancement means: Cai Changwei, as the pledgor, pledged 52.43% of the equity of Hanchuan Investment (corresponding to the registered capital of 5.243 million yuan) to Huaneng Guicheng Trust; Hanchuan Investment, as the pledgor, pledged 13.1343 million shares of Hanchuan Intelligent Tradable Shares of the listed company (accounting for 26.74% of the company's shares held by Hanchuan Investment and 7.47% of the company's total share capital) to Huaneng Guicheng Trust (the pledge has not yet been established); Chen Xiongbin provides joint and several liability guarantee for the main creditor's rights. (In July 2023, Chen Xiongbin was a director, deputy general manager and core technical personnel of the company at that time, and as of the disclosure date of this announcement, Chen Xiongbin has resigned as a director, deputy general manager and core technical personnel of the company, and does not hold any position in the company).

In June 2024, pursuant to the supplemental contract to the main contract, the repurchase date of Cai Changwei was extended to the expiration of 36 months from the date of establishment of the trust (i.e. the financing period was extended to July 2026 without triggering other restrictive covenants). In addition, the supplementary contract to the main contract has also made adjustments to the margin arrangement, repurchase arrangement and supplementary agreement.

According to the supplementary contract to the signed main contract, Cai Changwei shall pay the first deposit of not less than about 18.7 million yuan and pay the principal of the first repurchase of not less than about 20 million yuan before October 31, 2024.

Hanchuan Intelligent said that as of the disclosure date of this announcement, according to the supplementary contract of the signed main contract, the company's disclosed net profit for the first half of 2024 is negative, and the right holder has the right to immediately announce the early termination of the investment period under the contract and determine the early repurchase date. If the 52.43% equity of Hanchuan Investment and the 13,134,300 tradable shares of the listed company Hanchuan Intelligent cannot be released from the pledge and are subject to judicial enforcement due to the exercise of relevant rights by the right holder, the company will face a major risk of unstable control or change of actual controller.

More than ninety percent of the equity was frozen by the judiciary

Focusing on the main channel of vehicle electrification and intelligence, Hanchuan Intelligent provides customers with flexible, efficient and professional intelligent manufacturing solutions and standardized stand-alone and whole-line equipment based on a number of unitized and modular standard platforms.

However, in the first three quarters of 2023 and 2024, Hanchuan Intelligence's operating income will be 1.339 billion yuan and 467 million yuan respectively, an increase of 17.21% and -61.18% year-on-year, respectively; The net profit was -84.536 million yuan and -314 million yuan, an increase of -214.99% and -1899.71% year-on-year respectively.

Recently, Hanchuan Intelligent released the 2024 annual performance forecast, which shows that it is expected to achieve a net profit of about -1.107 billion yuan in 2024, and a non-net profit of about -1.087 billion yuan.

This also means that in the past two years, Hanchuan Intelligent has a net profit loss of about 1.2 billion yuan.

Hanchuan Intelligent said that in 2024, due to the macroeconomic environment, the delivery volume and acceptance progress of the company's automotive equipment business will be lower than expected, and the company will carry out strategic contraction adjustments for the battery equipment and charging and swapping equipment of the new energy business, which will affect the company's overall operating income.

At the same time, Hanchuan Intelligent also said that due to the company's strategic adjustment and market environment, in order to truely, accurately and fairly reflect the company's financial situation, asset value and operating results, the company has fully analyzed, evaluated and tested the net realizable value and recoverable amount of inventory, fixed assets, accounts receivable, goodwill and other assets as of the end of the reporting period.

It should be noted that on the evening of February 17, Hanchuan Intelligent issued an announcement saying that Cai Changwei was judicially frozen due to a property litigation dispute with his ex-wife.

According to the data, Cai Changwei was born in 1977 and founded Suzhou Hanchuan Automation Technology Co., Ltd., the predecessor of Hanchuan Intelligence, in 2007.

"The two divorced very early, and the company did not announce it because the divorce between the two parties did not involve changes in equity, change of control, etc., and at the level of listed companies, this belongs to their personal privacy, and the company is in strict accordance with relevant laws and regulations to fulfill its information disclosure obligations." The staff of the above-mentioned securities department of Hanchuan Intelligent said.

According to the announcement, the case between Cai Changwei and his ex-wife is still in the pre-litigation mediation stage.

This time, the shares of Hanchuan Investment, the controlling shareholder of Cai Changwei, and Hanchuan Dehe and Hanzhi Yuanhe, the persons acting in concert, were frozen by the judiciary, indirectly accounting for 17.6892% of the company's total share capital and 97.36% of the company's shares directly and indirectly.

According to some institutions, if the final court decides that the ownership of the rights and interests held by the actual controller in the corresponding entity changes, it may lead to the enforcement of its rights and interests in the corresponding entity, and the company may face the risk of instability or change of control at that time.

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Editor-in-charge: ZB