Securities code: 000581 200581 securities abbreviation: Weifu High-Technology Group Co.Ltd(000581) suweifu B Announcement No.: 2022-007 Weifu High-Technology Group Co.Ltd(000581)
Announcement on the proposed acquisition of equity and related party transactions
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.
1、 Overview of related party transactions
1. In order to promote the “dual engine driven” strategy of Weifu High-Technology Group Co.Ltd(000581) (hereinafter referred to as “the company” or ” Weifu High-Technology Group Co.Ltd(000581) “) existing core business and strategic emerging business, and promote the comprehensive development of the company’s “energy conservation and emission reduction”, “green hydrogen energy”, “intelligent electric” and “other core parts”, Now we are injecting new strategic product business of “new energy vehicle thermal management system and core parts” into the “intelligent electric” sector, accelerating the layout of the global industrial chain, taking the mainstream high-end new energy vehicle market as the strategic entry point, and actively expanding multi scenario applications such as energy storage. The company intends to purchase vhit S.p.A. societ à unipersonale (hereinafter referred to as “vhit”) and its wholly-owned subsidiary Evo Automotive Systems (Wuxi) Co., Ltd. (English Name: vhit Automotive Systems (Wuxi) Co. Ltd.) from Robert Bosch S.p.A. societ à unipersonale (hereinafter referred to as “rbit”) in cash for a transaction consideration of about 60 million euros, Hereinafter referred to as “vhcn”). After the completion of this transaction, vhit and vhcn will be included in the scope of the company’s consolidated statements.
2. Rbit, the counterparty of this transaction, is a subsidiary of Robert Bosch Co., Ltd. of Germany. Robert Bosch Co., Ltd. currently holds 14.16% of the equity of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction.
3. On February 7, 2022, the company held the 7th Meeting of the 10th board of directors, deliberated and adopted the proposal on the proposed acquisition of equity and related party transactions, and the related directors Kirsch Christoph and Chen Yudong avoided voting. The independent directors of the company expressed their prior approval opinions and agreed independent opinions on this connected transaction.
4. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this transaction is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation and approval, and does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. This matter still needs to be reported and reviewed to the relevant domestic and overseas investment authorities and domestic and overseas investment regulatory authorities in accordance with the provisions of relevant laws and regulations.
2、 Basic information of counterparty
Company name: Robert Bosch S.p.A. societ à unipersonale
Company type: joint stock company
Place of registration: via M.A. Colonna 35, 20149 Milan, Italy
Legal representative: Mr. Georg Wahl
Registered capital: 20000000 euros
Date of establishment: December 18, 1930
Business scope: wholesale of electric, electronic, electromechanical, mechanical, pneumatic, hydraulic components, auto parts and spare parts; electronic product; Electric tool; Water heaters and boilers; Radio equipment and accessories; R & D activities, etc.
Actual controller: Robert Bosch Co., Ltd
Main financial data of the latest fiscal year (audited): the sales volume in 2020 was 305 million euros, the EBIT was 12.8 million euros, and the net assets at the end of 2020 was 430 million euros.
Relationship: rbit is a subsidiary of German Robert Bosch Co., Ltd., which currently holds 14.16% equity of the company.
Whether it is a dishonest executee: no
3、 Subject matter of related party transactions
1. Basic information of the target company
(1) Basic information of vhit
Company name: vhit S.p.A. societ à unipersonale
Company type: joint stock company
Place of registration: Strada vicinale delle sabione, 5 – 26010 offanengo (Cremona) – Italia legal representative: La forgia Corrado Felice
Registered capital: 5784635 euros
Date of establishment: November 29, 2000
Business scope: production of auto parts, vacuum pumps, etc
Major shareholders and shareholding ratio: rbit holds 100% of its equity
Whether it is a dishonest executee: no
(2) Basic information of vhcn
Company name: Evo Automotive Systems (Wuxi) Co., Ltd. (English Name: vhit Automotive Systems (Wuxi) Co. Ltd)
Company type: limited liability company (wholly owned by foreign legal person)
Unified social credit Code: 91320214ma7g3efg5w
Registered address: first floor and second floor, No. 113-1-2, Ximei Road, Xinwu District, Wuxi City, Jiangsu Province, China
Legal representative: Meyer Jens Wilhelm
Registered capital: 44 million yuan
Date of establishment: December 30, 2021
Business scope: general items: pump and vacuum equipment manufacturing; Sales of pumps and vacuum equipment; Manufacturing of auto parts and accessories; Manufacturing of hydraulic power machinery and components; Sales of hydraulic power machinery and components; Manufacturing of electronic components; Fan and fan manufacturing; Sales of fans and fans; Research and development of auto parts; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Retail of auto parts; Import and export of goods. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Major shareholders and shareholding ratio: vhit holds 100% of its equity
Whether it is a dishonest executee: no
2. Other information about the subject matter of the transaction
(1) Consolidated financial data of vhit and its wholly-owned subsidiary vhcn:
In thousands of euros
December 31, 2020 / December 31, 2021/
2020 2021
Total assets 88023 83681
Total liabilities 67193 68602
Total receivables 38098 25290
Net assets 15693 16661
Operating income 115598 128200
Net profit 1215 440
The above data are unaudited and are the management’s statements after simulated adjustment according to the scope of this transaction and other influencing factors on the basis of IFRS financial data.
(2) Business introduction of the target company
The target company is headquartered in Italy and currently has about 570 employees. It is an international auto parts company focusing on mechanical vacuum pump, electronic vacuum pump, electronic oil pump, hydraulic valve and other related products, integrating R & D, production and sales. It is the world’s leading first-class supplier of pumps and valves for passenger and commercial vehicles Mainstream auto manufacturers in the Asia Pacific region maintain long-term and stable cooperative relations. The product technology of “electronic oil pump”, the core subsystem of new energy vehicle thermal management system, which is being developed and promoted for market application, has obtained a number of international customer projects and a number of Shanxi Guoxin Energy Corporation Limited(600617) head customer projects. It is expected to enter the batch production stage in the second half of 2022, with broad market prospects. (3) Transaction mode and equity structure after the completion of the transaction
The company plans to purchase corresponding equity with its own funds or bank loans according to the final transaction amount. The transaction price corresponding to the specific equity of vhit and vhcn will be specified in the equity purchase agreement. The equity structure after the completion of this transaction is as follows:
(4) The ownership of the subject company of this transaction is clear, there is no mortgage, pledge or other third-party rights, no major disputes, litigation or arbitration matters, no judicial measures such as seizure and freezing, and no other circumstances that hinder the transfer of ownership. The target company does not provide guarantee or financial assistance for others, nor is it a dishonest person to be executed. There are no provisions restricting shareholders’ rights other than laws and regulations in the articles of association or other documents of the subject company. After the completion of this transaction, the company does not provide financial assistance to the counterparty in the form of operating capital transactions.
4、 Pricing policy and basis of related party transactions
Before this transaction, the company hired Fangda law firm and Italian chiomenti law firm to conduct legal due diligence on the target company, and hired internationally renowned consulting companies to conduct financial and tax due diligence on the target company. The transaction price is based on the evaluation results of an independent third-party evaluation organization with corresponding qualifications hired by the company, and is finally negotiated and determined through competitive bidding under the principles of fairness and voluntariness. The transaction price is fair and reasonable, and there is no damage to the interests of the company and other shareholders, especially minority shareholders.
After negotiation between the parties, the basic transaction price of equity transfer in this transaction is about 60 million euros. The final transaction amount shall be determined on the basis of the basic transaction price in combination with the net liabilities and net working capital in the target company’s statement on the delivery date.
5、 Main contents of related party transaction agreement
The transaction is currently in the planning stage and no transaction agreement has been signed; Authorize the chairman of the company to sign relevant agreements during specific implementation (including but not limited to the signing of relevant legal documents such as formal acquisition agreement). 6、 Other arrangements involving this connected transaction
1. The equity acquisition does not involve personnel resettlement, land lease, debt restructuring, etc. This transaction does not involve the equity transfer of the listed company or the plan and arrangement of senior personnel change. After the completion of this transaction, the company will timely perform the approval and information disclosure procedures in accordance with the requirements of relevant regulations due to the possible related party transactions due to business relations. The company will not compete with its affiliates due to this transaction.
2. After the completion of this transaction, it will not affect the independence of the company, the controlling shareholders and their affiliates in terms of personnel, assets and finance. This transaction will not lead to the lack of independence of the company.
7、 Purpose of this transaction, existing risks and impact on the company
(I) purpose of this transaction
At present, the company has initially formed a new strategic pattern of all-round development of the four sectors of “dual engine drive” and “energy conservation and emission reduction”, “green hydrogen energy”, “intelligent electric” and “other core parts” of its existing core business and strategic emerging business. In terms of intelligent electric sector, the company is actively seeking strategic product business of new energy vehicle thermal management system and parts based on the laid out business of electric drive system parts, intelligent sensing core module, intelligent cockpit and intelligent seat. The subject matter of this transaction has the world’s leading electronic oil pump product technology, which is in line with the development direction of the current transformation from the mainstream heat management system of new energy vehicles to the oil cooling system. Taking this transaction as an opportunity, the company will cut into the field of “new energy vehicle thermal management system and core parts” with the strategic new product business of electronic oil pump, and fully promote the R & D and application of key components such as battery cooling sector, heat exchanger and strategic products of thermal management system based on the company’s collectivized technology, market and manufacturing platform. And further actively seek the development in other application scenarios such as energy storage. In addition, the international leading vacuum pump technology product business owned by the subject company has strong integration and collaborative development potential with similar products of the company, and there is room for further expansion in the global market. By 2030, the company’s vacuum pump technology products, thermal management system and core parts business will have a planned operating revenue of 2.8 billion yuan in the automotive market.
The company will make further use of the positive impact of this transaction to strengthen the coordination of the company in the global high-end customer market in the automotive field, strengthen the global resource integration and collaborative research and development of new strategic product technology based on thermal management system, and further actively cultivate and build the governance ability of the company’s global strategic business.
(II) impact of this transaction on the company
The capital of this transaction comes from the company’s own funds or bank loans, which will not affect the company’s normal business activities, and will not have a significant impact on the company’s financial status and operating results in the current period. In the long run, it is of positive significance to the development of the company, and there is no damage to the interests of the company and all shareholders. After the completion of this transaction, the target company will be included in the scope of the company’s consolidated statements
