北汽新能源重组SST前锋顺利过会 成为国内首家新能源整车上市企业

来自凤凰网汽车讯:4月27日,北汽新能源重组SST前锋(600733 )顺利过会,这意味着北汽新能源成为中国第一家即将上市的新能源整车企业。

一、北汽新能源A股上市历程

2014年,北汽股份在港交所上市,但不包含新能源整车业务,那时就有新能源业务版块独立上市的苗头。

2016年,北汽新能源借助混合所有制改革,完成了30亿的A轮融资,共22家非国有资本参与增资认股,持股总比例达到37.5%。其中北汽集团控股的渤海活塞和新能源汽车电池供应商国轩高科皆成为新股东。北汽集团等原有股东出资比例大幅下降,其中控股股东北汽集团所占股比变为37.5%。融资后北汽新能源估值达到约80亿元。

2017年,北汽新能源进一步完成了B轮融资,共募资111.18亿元,市值同时升至280亿元,在一年间市值增长超过2倍。B轮融资后,北汽新能源股东数量增加至33家。其中,北汽集团等8家国有及国有控股股东合计持有公司67.55%股份,23家社会资本股份合计持有公司32.04%股份。同时,北汽新能源还完成了员工持股计划,认购B轮增资发行的2192万股股份,占公司总股本的0.41%。由此,北汽新能源完成了企业体制和股权结构的准备。此外,2017年6月,戴姆勒与北汽集团签署了加强战略合作的框架协议,拟战略投资北汽新能源,成为公司的股东之一。根据披露,戴姆勒将以2.08亿元的代价持有北汽新能源3.93%股权,但该部分尚需取得国家发改委、北京市商务委员会审批后办理交割手续。通过融资成为北汽新能源股东的,除了戴姆勒之外,不乏奇虎三六零、宁德时代、欧菲光电、泛海控股等名企。

北汽新能源2015年净利润亏损1.84亿元,2016年净利润为1.08亿元,根据A股上市公司需连续三年实现盈利的规定,北汽新能源需要2016年至2018年连续三年盈利,最早于2019年才能登陆A股,在2017年北汽新能源超预期完成B轮超110亿元,北汽新能源根据上市时间规划,欲通过借壳加速推进上市计划。而正在此时,SST前锋犹如天上掉下的馅饼一般,“砸到”了北汽新能源头上。SST前锋因累计亏损的问题被戴帽,随时都有退市的可能,停牌了将近500天后终于迎来了股改的契机。

2017年12月SST前锋发布公告称:北京市国资委同意将北京首都创业集团有限公司下属的首创资管直接持有的四川新泰克100%股权无偿划转至北汽集团,而四川新泰克持有S*ST前锋8127 万股股份,占总股本的 41.13%,为SST前锋控股股东。北汽集团成为SST前锋控股股东。北汽新能源借壳上市之路正式开启。

2018年1月22日SST前锋发布相关股改及重组方案:北汽新能源100%股权交易价格为288.5亿元。SST前锋将以资产置换方式向北汽集团支付的交易作价约为1.87亿元,且SST前锋置出的全部资产、负债、业务由北汽集团指定四川新泰克承接。同时,SST前锋拟向北汽集团及其他北汽新能源股东发行股份购买资产,发行价为37.66元/股,发行数量约为7.61亿股。此外,公司拟向不超过十名特定投资者发行股份募集配套资金不超过20亿元,投向北京新能源创新科技中心项目、北汽新能源C35DB车型项目、北汽新能源N60AB车型项目、北汽新能源N61AB车型项目。本次交易完成后,持有北汽新能源100%股权的SST前锋将从主营房地产开发与销售,转变为以纯电动新能源乘用车与核心零部件的研发、生产、销售和服务为主营业务,完成业务转型

2018年2月12日方案获股东大会高票通过,2018年2月底证监会受理该方案,2018年4月27日重组委审核通过,从方案受理到审核通过历时不到2个月时间。

北汽集团董事长徐和谊在2018年4月底在北京国际车展上公开表示,北京新能源汽车股份有限公司(北汽新能源)将于今年三季度上市。

二、北汽新能源业绩及预期

新能源汽车作为新经济在工业领域中的标志性行业,以及国家对汽车产业转型的战略层面规划,得到了国家政策的大力支持。2018年3月初国家新能源汽车技术创新中心的成立更为新能源汽车行业的技术研发、人才建设和产业发展提供了动力。

北汽新能源由于较早在新能源汽车行业进行布局,占据了先发优势,目前位居行业第一。据其在1月9日对外公布的2017年销量显示,2017年北汽新能源累计销售10.3万辆,同比增长98%,占据国内2017年新能源车23%的市场份额。北汽新能源在2015年实现净利润-1.84亿元,2016年成功扭亏为盈,全年营收约为93.72亿元,净利润为1.08亿元;2017年1-10月实现营业收入约73.77亿元,净利润为3924.40万元。由此来看,北汽将在2017年延续2016年盈利的趋势,不过盈利水平低于上年。2017年业绩的下滑源于新能源汽车销量的下降

从2016年以来,国家对新能源汽车的补贴政策开始退坡。按照相关政策显示,新能源汽车补贴2017-2018年会在2016年基础上退坡20%,2019-2020年补贴标准将2016年基础上进一步下降40%。因此,北汽新能源提前实现证券化,可在供政府补贴完全退出后获取到新的融资平台,此举在众多新能源企业当中快人一步。北汽新能源作为与中国新能源汽车行业共同成长的行业龙头企业,上市后将有望借助资本市场对产业发展的助推作用,继续保持高质量快速发展,成长空间巨大。

北汽新能源连续第五年称霸中国纯电动车市场,在国际市场仅次于特斯拉。根据科技部发布《2017中国独角兽企业发展报告》显示,北汽新能源以43亿美元估值位列新能源行业第四名,而作为行业独角兽,在国家政策支持下,北汽新能源在上市方面也是快人一步,一路绿灯。

三、SST前锋是个什么样的公司

公开资料显示,由原国营前锋无线电仪器厂改组设立的S前锋于1996年在上交所挂牌。1998年10月,四川新泰克通过股权转让,替代成都国投,成为S前锋的第一大股东。2006年,S前锋曾因首创证券借壳的消息,连续收获25个涨停板,股价超过50元/股,成为当年A股的一个奇迹。

2007年,S前锋提交了股改方案,但却多年未得到监管层的批复,直到2016年8月31日,S前锋称其与首创证券的资产重组暨股权分置改革方案正在证监会的审批中。而从当年9月停牌近500天以来,S前锋始终未给出股改事宜的明确答复,即便面对上交所逾20次的问询,也都采用拖延的方式。

而在多年的拖延中,S前锋盈利能力也走向低迷,2014 年、2015 年和 2016 年,上市公司实现归属于上市公司股东的净利润分别为1302.2万元、-3029.01万元和-3340.21万元,归属于上市公司股东的扣除非经常性损益的净利润分别为 117.04万元、-985.64 万元和-1419.17 万元。由此S前锋面临退市风险,在2017年初成为“SST前锋”。

北京市国资委批准将S*ST前锋划转给北汽集团,就是为了拯救这个壳资源。此次SST前锋作为国资的“壳”与北汽这种大型国企的“结合”,有可能将成为未来国资改革的经典案例

以上内容源于网络,如有侵权,请及时联系删除。

北汽集团经过现代的增长,奔弛的爆发后,新能源是否能成为新的聚宝盆,我们拭目以待。

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