Roadrover Technology to Change Control Again as Zoomlion Plans Exit After Four Years and 1.4 Billion Yuan Investment

Deep News
10/10

On the evening of September 29, Shenzhen Roadrover Technology Co.,Ltd. (ASX: 002813) announced that it had received notice from its controlling shareholder, Zoomlion Heavy Industry Science And Technology Co.,Ltd. (ASX: 000157), which is planning to transfer its shares in the company through negotiated transfer or other means. The counterparty is in the new energy battery industry, and the transaction may result in a change of control. The company's shares were suspended from trading starting September 30.

Before the suspension announcement, Roadrover Technology's stock closed at the daily limit of 26.38 yuan per share, hitting a nearly four-month high, with a latest total market capitalization of approximately 3.166 billion yuan. This marks the second time in four years that Roadrover Technology has planned a change of control.

In February 2022, Zoomlion acquired a 29.99% stake from Roadrover Technology's former controlling shareholder Guo Xiumei for approximately 780 million yuan, then launched a partial tender offer to acquire 23.83% of shares at 21.67 yuan per share. The two transactions cost a total of approximately 1.4 billion yuan for a 53.82% stake, making Zoomlion the controlling shareholder. At the time, the market widely expected that Zoomlion could leverage its resources and technological advantages in the construction machinery sector to bring new development opportunities to Roadrover Technology. Four years later, that expectation has not materialized.

Automotive electronics core business continues to shrink, non-recurring net profit negative for eight and a half consecutive years

Roadrover Technology was founded in 2006 and listed in 2016, making it one of China's earliest companies to venture into automotive intelligence. The company started with in-car navigation products and currently focuses on the development, production, sales, and service of automotive informatization and intelligentization-related products. Its main products include smart cockpits, intelligent assisted driving, intelligent connectivity, and intelligent imaging products, covering four core product lines: cockpit domain controllers, head-up displays, audio-visual and lighting, and streaming media monitoring.

In terms of revenue structure, smart cockpits are the company's largest revenue source. In 2025, smart cockpit product revenue reached 213 million yuan, accounting for 56.94% of operating revenue, up 19.27% year-on-year; intelligent imaging product revenue was 60.832 million yuan. For the full year of 2025, the company achieved operating revenue of 374 million yuan, up only 3.61% year-on-year. But entering 2026, revenue has once again entered a downward channel. In the first half of the year, the company achieved operating revenue of 153 million yuan, down 16.38% year-on-year.

The company stated in its semi-annual report that its automotive electronics business achieved year-on-year revenue growth of 11.02%, mainly due to the continued implementation of designated projects. However, the double-digit decline in overall revenue indicates that the contraction of non-automotive electronics segments or other business adjustments are offsetting the weak growth in the automotive electronics segment.

Profit performance is even more severe. Since 2018, the company's non-recurring net profit has been negative for eight consecutive years. From 2018 to 2024, non-recurring net profits were -182 million yuan, -383 million yuan, -90.41 million yuan, -5.81 million yuan, -7.2851 million yuan, -31.18 million yuan, and -57.334 million yuan respectively, with a cumulative loss of approximately 757 million yuan over the seven years. Adding the non-recurring losses for the full year of 2025 and the first half of 2026, Roadrover Technology's non-recurring net profit has been in the red for more than eight and a half consecutive years, with cumulative non-recurring losses approaching 1 billion yuan. For a company that has been listed for a full decade, it has never proven its sustained profitability at the core business level, which constitutes an unavoidable fundamental backdrop when evaluating this change of control.

Zoomlion's high-altitude machinery backdoor listing plan fails, 1.4 billion yuan investment sees no return after four years

Zoomlion's acquisition of Roadrover Technology was never intended as a financial investment. In January 2023, both parties simultaneously announced that Roadrover Technology planned to acquire 100% equity of Zoomlion's controlled subsidiary, Zoomlion High-Altitude Machinery, through share issuance and raise matching funds, achieving a重组 listing of Zoomlion High-Altitude Machinery. Zoomlion High-Altitude Machinery focuses on the research, development, production, and sales of aerial work platforms and ranks firmly among the top ten global aerial work platform manufacturers. At the time, the transaction was valued at as much as 9.424 billion yuan, with an additional 3.35 billion yuan in matching funds planned to be raised.

This backdoor listing transaction ultimately failed to materialize. In September 2024, Zoomlion announced the termination of the spin-off and restructuring listing of Zoomlion High-Altitude Machinery, explaining that the market environment had changed significantly since the initial planning. Zoomlion High-Altitude Machinery's operating data also confirmed this judgment — from 2020 to 2024, the company's revenue grew more than fivefold, but in 2025 it experienced its first decline, related to intensifying competition in the domestic aerial work platform industry and a phased slowdown in downstream demand.

After the backdoor plan failed, Zoomlion's attitude toward Roadrover Technology shifted noticeably. At the operational level, in June 2025, the company transferred 100% equity of its wholly-owned subsidiary Nanyang Changfeng to Henan Longcheng Capital for approximately 60.28 million yuan, divesting its metallurgical waste residue ultrafine powder environmental new materials business. After the transaction, Nanyang Changfeng was no longer included in the consolidated financial statements. At the capital operations level, Zoomlion chose to transfer its shares to a new buyer in the new energy battery industry. From the complete path of "entry — injection — exit," Roadrover Technology essentially served as a listed platform in Zoomlion's strategic blueprint that failed to complete its asset injection mission.

Roadrover Technology's current fundamentals pose a substantive challenge to any acquirer. In the first half of 2026, the company's net cash flow from operating activities was -6.8209 million yuan. Although this represents a significant improvement from -49.2211 million yuan in the same period last year, it remains in a net outflow state. With the core business not yet achieving self-sustaining cash generation, any acquirer hoping to use the listed company platform for financing or asset operations must first confront the challenge of stemming sustained operating losses.

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