Securities code: 603023 securities abbreviation: Harbin Viti Electronics Corp(603023) Announcement No.: 2022-007 Harbin Viti Electronics Corp(603023) and Hangzhou Xun code
Announcement on signing the strategic joint venture cooperation agreement between Machinery Co., Ltd. and Shanghai furisier Automobile Technology Co., Ltd
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
This agreement is a strategic joint venture cooperation agreement, which should be the guiding document for the long-term cooperation of all parties in the future and the basis for signing specific relevant transaction documents.
This cooperation is carried out in the form of joint venture. It is proposed to establish Zhejiang Hangwei Automobile Control System Co., Ltd. (tentative name, subject to the name approved and registered by the final registration authority, hereinafter referred to as the "joint venture"), with a registered capital of 55 million yuan.
The signing of this agreement is not expected to have an impact on the company's current performance and production, and the impact on the company's long-term operation will depend on the promotion and effect of subsequent specific business cooperation. The joint venture has not been established and relevant businesses have not been carried out. In the actual operation in the future, the newly established company may face uncertainties in the economic environment, industrial policies, changes in market demand, operation and management, and there are certain market risks, business risks, risks that the approval or progress of future projects does not meet expectations, etc. On January 27, 2022, Harbin Viti Electronics Corp(603023) (hereinafter referred to as "party a") signed the strategic joint venture cooperation agreement with Hangzhou xunma Machinery Co., Ltd. (hereinafter referred to as "Party B") and Shanghai Furui Hill Automotive Technology Co., Ltd. (hereinafter referred to as "Party C"). 1、 Basic information of strategic agreement signing
(I) basic information of the counterparty Party B
1. Company Name: Hangzhou xunma Machinery Co., Ltd
2. Unified social credit Code: 913301106998390017
3. Nature: limited liability company
Its main business is to provide chassis core parts for Hangcha Group Co.Ltd(603298) , Byd Company Limited(002594) automobile and other enterprises.
4. Relationship with listed companies: no relationship
(II) basic information of counterparty Party C
1. Company Name: Shanghai frihill Automotive Technology Co., Ltd
2. Unified social credit Code: 91310114ma1guy2txn
3. Nature: limited liability company
Engaged in technology development, technical consultation, technology transfer, technical services, enterprise management, enterprise management consultation, business consultation, conference services, public relations organization planning, vehicle and parts design, big data services, product design and auto parts sales in the field of auto parts technology, intelligent technology and new energy technology.
4. Relationship with listed companies: no relationship
(III) time and method of signing the agreement
This agreement is signed in writing on January 27, 2022.
(IV) review and decision-making procedures that have been performed after signing the agreement
At the 25th meeting of the Fourth Board of directors on December 30, 2021, the company deliberated and adopted the proposal on the proposed foreign investment to establish a joint venture. This foreign investment does not need to be submitted to the general meeting of shareholders for deliberation. The board of directors authorizes relevant persons to complete the signing of relevant agreements and handle the registration of the joint venture. 2、 Main contents of the agreement Party A: Harbin Viti Electronics Corp(603023) Party B: Hangzhou xunma Machinery Co., Ltd. Party C: Shanghai Furui Hill Automotive Technology Co., Ltd
On the basis of equality and mutual benefit, through friendly negotiation and in accordance with relevant laws and regulations, the main contents of the agreement reached by Party A, Party B and Party C are as follows: (1) strategic cooperative relationship and joint venture cooperation mode
1. All parties have an equal and mutually beneficial relationship in this cooperation.
2. All parties jointly funded the establishment of a joint venture to jointly operate forklift axles, central control electronic instruments and vehicle electronic components; The planned registered place of the joint venture is located in Lishui Economic and Technological Development Zone, Zhejiang Province; The joint venture plans to settle in Lishui Industrial Park in Hangzhou Bay, Ningbo, Zhejiang Province in advance as the company's operation and management, R & D test and production and manufacturing base;
3. Party A shall fulfill the obligation of capital contribution according to the agreement, and provide the supporting supply of core parts required by the project with the existing production capacity and technical advantages, so as to ensure the smooth implementation of the project and mass production preparation;
4. Party B is responsible for undertaking the main business of Hangcha Group Co.Ltd(603298) , Byd Company Limited(002594) , Hester and other well-known enterprises and ensuring the sales operation of the joint venture;
5. Party C is responsible for the daily production and operation management, team formation, technology research and development and the expansion of external market resources of the joint venture, so as to ensure the benign, stable and sustainable development of the joint venture.
6. Each party will, in accordance with the company law of the people's Republic of China and other relevant provisions, formulate the articles of association and other corporate governance documents of the joint venture in combination with the actual situation, and decide on the arrangement of its directors, supervisors and managers in accordance with relevant procedures. (II) basic information of the proposed joint venture
1. As of the date of signing this agreement, the basic information of the joint venture proposed by each party is as follows:
Zhejiang Hangwei Automobile Control System Co., Ltd
corporate name
(tentative name, subject to the name approved and registered by the final registration authority)
Enterprise nature limited liability company
The registered capital is 55 million yuan
The legal representative shall be appointed by Party A
Registered address: Lishui Economic and Technological Development Zone, Zhejiang
Development, production and sales of central control electronic instruments, electric forklift axles, internal combustion forklift axles, brakes, sensors, solenoid valves, electrical components, automotive electronics, electrical appliances, automotive can bus, vehicle business scope, on-board computer products, new energy and electronic control technology, etc. (subject to the name approved and registered by the final registration authority; for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. The investment arrangement of the joint venture agreed by the parties is as follows:
The registered capital of the joint venture company is proposed to be 55 million yuan, and Party A plans to contribute 30.25 million yuan in monetary capital, with a proportion of 55%; Hangzhou xunma Machinery Co., Ltd. plans to invest 16.5 million yuan in monetary capital, with a proportion of 30%; Shanghai Furui Hill Automotive Technology Co., Ltd. plans to invest 8.25 million yuan in monetary capital, with a proportion of 15%. Each party shall bear limited liability to the extent of their respective capital contributions.
The subscribed capital contribution of Harbin Viti Electronics Corp(603023) shall be paid in full according to the actual needs of the joint venture, Hangzhou xunma Machinery Co., Ltd. and Shanghai Furui Hill Automobile Technology Co., Ltd. shall be paid in installments according to the actual needs of the joint venture, and shall be paid in full before 2028.
3. The equity structure of the joint venture proposed by each party is as follows:
Unit: 10000 yuan
Shareholder name contribution method contribution amount shareholding ratio (%)
Harbin Viti Electronics Corp(603023) monetary capital 3025 55%
Hangzhou xunma Machinery Co., Ltd. monetary capital 1650 30%
Shanghai Furui Hill Automotive Technology Co., Ltd. monetary capital 825 15%
Total 5500 100%
4. The relevant arrangements of the board of directors and the board of supervisors of the proposed joint venture are as follows:
(1) Board of directors: the board of Directors consists of five members, of which Party A appoints three directors, Party B appoints one director and Party C appoints one director.
(2) Board of supervisors: the board of supervisors consists of three members, of which Party A appoints two supervisors and Party B appoints one supervisor.
5. The relevant arrangements for the operation and management of the proposed joint venture are as follows:
The chairman and legal representative of the joint venture shall be appointed by Party A; The general manager responsibility system shall be implemented for the daily management of the joint venture. The general manager of the joint venture shall be recommended by Party B and appointed by the board of directors; The candidate of the financial supervisor (chief accountant) of the joint venture company shall be recommended by Party A and appointed by the general manager; The cashier of the joint venture company shall be recommended by Party B and appointed by the general manager; The management candidates of other departments shall be recommended by Party C and determined by the general manager. The general manager has the right to appoint and remove the heads and managers of each department.
(III) others
This agreement is valid from January 24, 2022 to January 23, 2042.
3、 Impact on Listed Companies
This agreement is a strategic cooperation agreement, which is not expected to have a significant impact on the company's performance in 2022. The impact on the company's long-term operation will depend on the promotion and implementation of subsequent specific business cooperation. The signing of this strategic cooperation agreement will make up for the company's long-distance supporting short board, serve as the East China supporting base of the company's products, and further expand regional advantages. As the forerunner of the company's entry into the main engine market of special vehicles, this project will try to open up the axle and central control electronic host market of special vehicles and commercial vehicles for various purposes, bring greater market space for the company and further improve the comprehensive competition and profitability of the company.
This investment is a strategic layout investment in the company's plan, which will not have a significant adverse impact on the company's finance and will not damage the interests of the company and all shareholders. From the long-term development of the company, it will have a positive impact on the performance improvement and profit growth of the company. After the completion of this investment, the company holds 55% equity of the joint venture, and the joint venture will be included in the scope of the company's consolidated statements. After the completion of the investment, the joint venture will become a related party of the company, and the business transactions between the two sides will constitute related party transactions. 4、 Major risk tips
1. The establishment registration, operation approval and relevant qualification of the joint venture company still need the approval and filing of relevant government departments. There is uncertainty about whether the relevant approval or filing can be obtained and the final approval or filing time.
2. The joint venture has not been established and relevant business has not been carried out. In the actual operation in the future, the newly established company may face uncertainties in the economic environment, industrial policies, changes in market demand, operation and management, and there are certain market risks, business risks, risks that the approval or progress of future projects does not meet expectations, etc.
Please invest rationally and pay attention to investment risks. The company will pay close attention to the promotion of this foreign investment and changes in the external environment, and actively prevent and respond to the above risks.
It is hereby announced.
Harbin Viti Electronics Corp(603023) board of directors January 29, 2022
