Announcement on major litigation involving the foreign investment of the holding Sun company
Securities code: 002656 securities abbreviation: Modern Avenue Announcement No.: 2022-007 Modern Avenue Group Co.Ltd(002656)
Announcement on major litigation involving the foreign investment of the holding Sun company
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The holding subsidiary of Modern Avenue Group Co.Ltd(002656) (hereinafter referred to as "the company" and "modern Avenue") recently received the notification letter on bringing a lawsuit against Nanjing Jiayuan New Energy Vehicle Co., Ltd. and its original shareholders from Foshan Taiyuan No. 1 equity investment partnership (limited partnership) (hereinafter referred to as "Taiyuan No. 1" and "plaintiff"), Nanjing Jiayuan New Energy Automobile Co., Ltd. (hereinafter referred to as "Jiayuan new energy", "defendant 1", former name: Nanjing yiqixing Information Technology Co., Ltd.), Jiayuan New Energy Technology Co., Ltd. (hereinafter referred to as "Jiayuan technology", "defendant 2"), Guangzhou Hongyue technology industry investment Co., Ltd., Luo Yan, Li Qicai, Xie Yixing Li Hui filed a lawsuit. As of the disclosure date of this announcement, the Nanjing Intermediate People's court has accepted the case and has not yet heard the case. The details are as follows:
1、 Basic information of the case
(I) litigants
Plaintiff: Foshan Taiyuan No.1 equity investment partnership (limited partnership)
Unified social credit Code: 91440605ma56edlt4t
Executive partner: Guangdong Yuande Private Equity Fund Management Co., Ltd
Registered address: 404-405, block 3, core area of qiandenghu venture capital town, No. 6, Guilan North Road, Guicheng Street, Nanhai District, Foshan City
Defendant 1: Nanjing Jiayuan New Energy Vehicle Co., Ltd
Unified social credit Code: 91320191ma1p32e37h
Legal representative: Li Hui
Registered address: room 212-45, 2nd floor, Beidou building, No. 6 Huida Road, Jiangbei new area, Nanjing
Defendant 2: Jiayuan New Energy Technology Co., Ltd
Unified social credit Code: 913201913393351927
Announcement on major litigation involving the foreign investment of the holding Sun company
Legal representative: Li Hui
Registered address: room 106, building 7, Tongchi Industrial Park, No. 8 Liufang Road, Jiangbei new area, Nanjing
Defendant 3: Guangzhou Hongyue Technology Industry Investment Co., Ltd
Unified social credit Code: 91440101ma9xq6t65n
Legal representative: Chen Xiangyu
Registered address: Room 301, No. 16, Nanzhuang 1st Road, Yongtai, Baiyun District, Guangzhou
Defendant 4: Luo Yan, female, Han nationality
ID number: 440102********4841
Defendant 5: Li Qicai, male, Han nationality
ID number: 210103********2110
Defendant 6: Xie Yixing, male, Han nationality
ID number: 440923********7335
Defendant 7: Li Hui, male, Han nationality
ID number: 410103********0612
(II) cause of action and claim
On June 28, 2021, the defendant No. 1 Jiayuan new energy, the plaintiff Taiyuan No. 1, the defendant No. 2 Jiayuan technology and the defendant Qi Lihui jointly signed the investment cooperation agreement, which agreed that Taiyuan No. 1 would subscribe for the newly increased registered capital of Jiayuan new energy with RMB 240 million, accounting for 16.07% of the registered capital of Jiayuan new energy after the capital increase.
According to the investment cooperation agreement, the precondition for the plaintiff to invest in Jiayuan new energy is that Jiayuan new energy has become the only platform owned by Jiayuan technology and Li Hui to operate the whole vehicle business of electric vehicles. Therefore, Jiayuan new energy, Jiayuan technology and Li Hui need to fulfill a series of obligations to ensure the realization of this goal, including but not limited to: (1) Jiayuan technology and Li Hui shall transfer all patents, trademarks and other intellectual property rights related to the electric vehicle business owned or controlled by them, as well as relevant proprietary technologies such as digital assets to Jiayuan new energy, and sign relevant agreements; (2) Li Hui shall complete the liquidation of affiliated companies before December 31, 2021; (3) Jiayuan technology and Li Hui take necessary measures to promote the undertaking of the whole vehicle business of electric vehicles, including but not limited to promoting the signing of labor contracts between Jiayuan new energy and relevant employees of the existing whole vehicle business of electric vehicles, and promoting the sales of Jiayuan new energy and the existing whole vehicle business of electric vehicles
Announcement on major litigation involving the foreign investment of the holding Sun company
Establish business cooperation relationship between channels and procurement channels, and sign relevant agreements to agree on non competition, confidentiality responsibility, intellectual property transfer and other contents.
In addition, the investment cooperation agreement also sets performance commitment and equity repurchase terms, which stipulates that Jiayuan new energy must obtain: (1) all legal and effective business qualifications and quality standards for the production of Jiayuan Komi electric vehicles before December 31, 2021; (2) establish and complete the production line of Jiayuan Komi electric vehicle and officially put into operation; And (3) at least one Jiayuan Komi electric vehicle that can be sold in markets outside China can be produced.
In order to specifically fulfill the investment matters agreed in the investment cooperation agreement, on the same day, Taiyuan No. 1, Jiayuan new energy, five original shareholders of Jiayuan new energy (i.e. defendant 2 to defendant 6) and Li Hui jointly signed the capital increase agreement on Nanjing yiqihang Information Technology Co., Ltd. (hereinafter referred to as the "capital increase agreement").
After the signing of the investment cooperation agreement and the capital increase agreement, Taiyuan 1 has paid a capital increase of 240 million yuan to Jiayuan new energy. However, the seven defendants had a large number of violations, which directly led to the failure to realize the premise of this investment and the fundamental failure of the investment purpose. Specific circumstances include but are not limited to: (1) Li Hui failed to incorporate the whole vehicle business of Nanjing Jiayuan special electric vehicle manufacturing Co., Ltd. and Nanjing Jiayuan electric vehicle and ship manufacturing Co., Ltd. into Jiayuan new energy as agreed, and changed the business scope of the company; (2) Chuzhou Jiayuan micro vehicle technology Co., Ltd. and Jiangsu Jiayuan micro Vehicle Co., Ltd. controlled by Li Hui failed to complete the cancellation as agreed; (3) Li Hui is still the chairman, general manager and executive director of Nanjing Perak new energy power system Co., Ltd. and Jiangsu Jiayuan micro Vehicle Co., Ltd., and has violated his non competition obligation; (4) After the capital increase of Taiyuan No. 1 entered Jiayuan new energy, it was not used for the operation and development of Jiayuan new energy electric vehicle business as agreed; (5) Jiayuan new energy, Jiayuan technology and Li Hui failed to realize the performance commitments agreed in the investment cooperation agreement. Therefore, based on the various violations of the seven defendants, the contractual purposes of the investment cooperation agreement and the capital increase agreement have not been realized. In order to protect the legitimate rights and interests of the plaintiff and all shareholders of the listed company from infringement, the plaintiff hereby filed a lawsuit with the Nanjing Intermediate People's court according to law. The litigation claims are as follows:
1. Order to terminate the investment cooperation agreement and the capital increase agreement on Nanjing yiqihang Information Technology Co., Ltd;
2. Ordered the defendant to return 240 million yuan of capital increase to the plaintiff;
Announcement on major litigation involving the foreign investment of the holding Sun company
3. The defendant was ordered to pay the plaintiff the capital occupation fee calculated and paid from June 29, 2021 to the date of repayment according to the loan market quotation rate (LPR) published by the national interbank lending center in the same period (temporarily RMB 4770000 to December 31, 2021);
4. Order the defendant 2, the defendant 3, the defendant 4, the defendant 5, the defendant 6 and the defendant 7 to bear joint and several liabilities for the obligation of the defendant 1 to return the capital increase and pay the capital occupation fee in Items 2 and 3 above;
5. The defendant 2 to the defendant 7 were ordered to assist the defendant 1 in completing the resolution procedures and industrial and commercial change procedures required by the defendant 1 for the return of the capital increase of RMB 240 million from the defendant to the plaintiff.
6. If the above claim is not supported, it is requested to order the defendant 2 and the defendant 7 to pay the plaintiff the equity repurchase amount of RMB 24992000 temporarily calculated to December 31, 2021, and the annual interest from January 1, 2022 to the date when all the equity repurchase amounts are paid at the annual interest rate of 8% with RMB 240 million as the principal. 2、 Judgment
As of the disclosure date of this announcement, the litigation has not been heard.
3、 Other undisclosed litigation and arbitration matters
The company and its subsidiaries have no other major litigation and arbitration matters that should be disclosed but have not been disclosed.
4、 Possible impact of litigation and arbitration in this announcement on the company's profits in the current period or after the period
The lawsuit has not yet been heard, which may have an impact on the company's current or future profits. The company's management will actively take relevant measures to protect the rights and interests of investors. The company will continue to pay attention to the progress of the above matters and fulfill the obligation of information disclosure in time. The information disclosure media designated by the company are China Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.), Please pay attention to relevant announcements and pay attention to investment risks.
5、 Documents for future reference
1. Notification letter on bringing a lawsuit against Nanjing Jiayuan New Energy Vehicle Co., Ltd. and its original shareholders;
2. Indictment;
3. Notice of case acceptance issued by Nanjing Intermediate People's court.
Modern Avenue Group Co.Ltd(002656) board of directors January 28, 2022
