Securities code: 002475 securities abbreviation: Luxshare Precision Industry Co.Ltd(002475) Announcement No.: 2022-004
Bond Code: 128136 bond abbreviation: Lixun convertible bond
Luxshare Precision Industry Co.Ltd(002475)
Announcement on signing strategic cooperation framework agreement
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.
Special tips:
1. This agreement is a framework cooperation agreement, which is only used as a guiding document and the basis for signing other relevant specific contracts. There may be uncertainty in the follow-up specific cooperation matters, implementation content and progress. The company will perform corresponding decision-making and approval procedures and disclose relevant information in accordance with the articles of association and relevant laws, regulations and normative documents;
2. This Agreement does not involve specific cooperation projects and will not have a significant impact on the company’s operating performance in 2022; 3. The company and the parties to the agreement have no affiliated relationship, and the strategic cooperation framework agreement signed this time does not constitute a connected transaction;
4. The company does not have the situation that the framework agreement disclosed in the last three years has made no progress or the progress has not reached the expectation.
1、 Overview of framework agreement signing
On February 11, 2022, Luxshare Precision Industry Co.Ltd(002475) (hereinafter referred to as ” Luxshare Precision Industry Co.Ltd(002475) ” or “the company”) and Chery Holding Group Co., Ltd. (hereinafter referred to as “Chery holding”), Chery Automobile Co., Ltd. (hereinafter referred to as “Chery shares”) Chery New Energy Automobile Co., Ltd. (hereinafter referred to as “Chery new energy”) (“Chery holding”, “Chery shares”, “Chery new energy” and their affiliates collectively referred to as “Chery group”) jointly signed the strategic cooperation framework agreement (hereinafter referred to as “this Agreement”) in Wuhu, laying a strategic partnership between the two parties.
On the basis of this agreement, the company and Chery new energy intend to jointly establish a joint venture, specializing in the R & D and manufacturing of new energy vehicles, providing cutting-edge R & D, design, mass production platform and access to the sea for Luxshare Precision Industry Co.Ltd(002475) auto core parts business, and committed to realizing the company’s medium and long-term goal of becoming a leading manufacturer of auto parts tier 1.
The strategic cooperation agreement signed this time does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, does not constitute a related party transaction, and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation. The subsequent cooperation between the two sides will be subject to the specific agreement signed separately. At that time, the company will perform corresponding procedures and obligations in accordance with the relevant provisions of laws and regulations such as the stock listing rules of Shenzhen Stock Exchange and the articles of association.
On the date of signing this agreement, the controlling shareholder of the company, Lixun Co., Ltd. (hereinafter referred to as “Lixun Co., Ltd.”) and Qingdao Wudaokou new energy vehicle industry fund enterprise (limited partnership) (hereinafter referred to as “Qingdao Wudaokou”) signed the equity transfer framework agreement, which agreed that Lixun Co., Ltd. would purchase 19.88% equity of Chery holdings held by Qingdao Wudaokou with RMB 10.054 billion Chery shares 7.87% equity and Chery new energy 6.24% equity. After the transaction is completed, Lixun Co., Ltd. does not control Chery holdings, Chery shares and Chery new energy. Before the signing of the equity transfer framework agreement, Qingdao Wudaokou held 46.77% equity of Chery holdings and was the largest shareholder of Chery holdings.
2、 Basic information of partners
(I) Chery Holding Group Co., Ltd
Company type: other limited liability companies
Legal representative: Yin Tongyue
Registered capital: 6199.599392 million yuan
Date of establishment: October 20, 2010
Business scope: investment management of automobile and auto parts production and R & D, automobile repair, machining, shipbuilding, real estate development and construction; Industrial investment; Financial industry investment; Trade advisory services; General commodity trade and technology transactions; Labor dispatch, information technology services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Description of related relationship: before signing this agreement, there is no related relationship between the company and Chery holdings and its shareholders, directors, supervisors and senior managers.
(II) Chery Automobile Co., Ltd
Company type: other joint stock limited companies (unlisted)
Legal representative: Yin Tongyue
Registered capital: 5469831633 yuan
Date of establishment: January 8, 1997
Business scope: production and sales of automobile products, production and sales of engines; Operate the export business of the self-produced products of the enterprise, and the import business of raw and auxiliary materials, instruments and meters, mechanical equipment and spare parts required by the production of the enterprise; Technical services and technology transactions; Car and mechanical equipment leasing; Industrial investment, financial investment, value-added telecom business operation. (if the above business scope involves license, it shall be operated with license qualification)
Description of association relationship: before signing this agreement, there is no association relationship between the company and Chery shares and its controlling shareholders, other shareholders, directors, supervisors and senior managers.
(III) Chery New Energy Vehicle Co., Ltd
Company type: other joint stock limited companies (unlisted)
Legal representative: Yin Tongyue
Registered capital: 90 million yuan
Date of establishment: April 22, 2010
Business scope: R & D, production and sales of new energy vehicles, R & D, production, sales and investment of new energy vehicle parts; R & D, production, sales and engineering installation of new energy power supply system and new energy street lamps (including LED lamps); Self support and agency of import and export business of various commodities and technologies (except for commodities and technologies limited or prohibited by the state) (operated by foreign trade operators with the filing registration form), machinery and equipment leasing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Description of related relationship: before signing this agreement, there is no related relationship between the company and Chery new energy and its controlling shareholders, other shareholders, directors, supervisors and senior managers.
3、 Main contents of the agreement
(I) names of parties
Party A: Luxshare Precision Industry Co.Ltd(002475)
Party B 1: Chery Holding Group Co., Ltd
Party B 2: Chery Automobile Co., Ltd
Party B 3: Chery New Energy Automobile Co., Ltd
Party B 1, Party B 2 and Party B 3 are collectively referred to as Party B, Party A and Party B are individually referred to as “party” and collectively referred to as “parties”. (II) purpose of cooperation
Party A and Party B plan to establish cooperative subsidiaries to give full play to and make use of the resources and advantages of supporting R & D and vehicle OEM business (hereinafter referred to as “cooperative business”) of brand customers in the field of new energy vehicles (including but not limited to all new energy vehicles within the system of Party B’s group company, such as commercial, passenger and logistics), and jointly cultivate R & D and production teams Develop cooperation business.
(III) cooperation content
1. Business cooperation form
After the signing of this agreement, Party A and Party B will respectively appoint relevant personnel to form a joint working group on cooperative business to jointly sort out and study Party B’s information related to cooperative business, including but not limited to personnel distribution, technology / intellectual property rights, software systems, equipment plants, customers and suppliers involved in cooperative business, Both parties shall reach an agreement on the establishment plan of the cooperative subsidiary (i.e. the joint venture operation subject established to carry out the cooperative business) as soon as possible, including but not limited to the splitting and integration plan and implementation schedule of the business, assets, products, customers, suppliers, personnel, technology and other intellectual property rights, contracts, financial accounts and it systems incorporated into the cooperative subsidiary, Both parties shall try their best to promote the establishment of the cooperative subsidiary within 3 months after the signing of this agreement. The cooperative subsidiary plans to adopt the equity structure in which Party A subscribes 500 million yuan, holds 30% of the registered capital, Chery new energy subscribes 1.167 billion yuan and holds 70% of the registered capital, and the subscription price of each registered capital is 1 yuan. After the establishment of the cooperative subsidiary, on the premise of meeting the legal compliance, carry out the cooperative business and achieve results as soon as possible. According to the needs of customers and business development, Party B can cooperate directly or establish another subsidiary for cooperation.
2. Business qualification
Each party shall make its best efforts to obtain all legal and effective business licenses required by the government and assist its subsidiaries to cooperate in accordance with the law.
3. Exclusive business
All parties agree that the exclusive scope under this article is limited to excluding Party B’s OEM vehicle manufacturing business in cooperation with non brand enterprises (hereinafter referred to as “exclusive business”); Other businesses of Party B (including but not limited to Party B’s independent OEM business or cooperative OEM business with brand enterprises, etc.) are not exclusive.
“Non brand enterprise” refers to the enterprise and its affiliates whose main business is OEM for a third party. Within the above exclusive scope, from the date of signing this agreement, neither party nor its affiliates (including any entity directly or indirectly controlled by the affiliates) shall directly or indirectly engage in, through any person or subject in any way without the prior written consent of both parties Participate in or assist in the conduct of exclusive business, and shall not conduct any form of cooperation, discussion, consultation or negotiation with any third party on exclusive business, including but not limited to:
(1) Provide and disclose any information about the exclusive business to any third party; And / or
(2) Enter into any binding or non binding written or oral agreement or arrangement with any third party for exclusive business.
4、 Impact of the agreement on the company
(I) impact on the operation of listed companies
Chery holdings and its affiliated subsidiaries have been deeply engaged in the automotive industry for many years. They have a complete technology and product R & D system in the field of complete vehicles, especially an independent platform in the manufacturing of complete vehicles. They can provide Chery and other brands with comprehensive services from complete vehicle development to mass production, and have a strong and leading core competitive advantage in the industry. This time, the company jointly signed a strategic cooperation framework agreement with Chery holdings and its related parties, aiming to comprehensively strengthen the strategic layout of the company’s automobile business, make full use of Chery group’s deep technical precipitation and terminal brand resources in the field of new energy vehicles, establish a joint venture, and cross-border empower the technology and customer resources accumulated by the company in the field of consumer electronics for many years, With the strong support of the vehicle joint venture platform as the cutting-edge R & D and design, mass production platform and sea port, the company will dynamically enter the market and quickly improve the comprehensive ability of the company’s core parts as Tier 1 manufacturer, quickly polish, optimize and increase the volume in practice, realize the diversified and large-scale development of the company’s core parts, and achieve the medium and long-term goal of becoming a leading manufacturer of tier 1, Lay a solid foundation for the future sustainable development of the company.
(II) impact on the performance of listed companies
This agreement is only a framework document for the strategic cooperation between the two parties, does not affect the business independence of the company, does not rely on the counterparties of the agreement due to the performance of the agreement, and does not have a significant impact on the financial status and operating results of the company in 2022; The impact on the operating performance of the future year depends on the signing and implementation of the subsequent specific project cooperation agreement between the two parties.
5、 Risk tips and other instructions
The strategic cooperation agreement signed this time is a framework agreement, which is mainly to give full play to the core competitiveness and resource advantages of the parties in their respective fields and promote common development through the establishment of a strategic partnership of equality, respect and win-win cooperation. The specific cooperation matters shall be subject to the separate contract signed by the parties. The specific cooperation mode, cooperation project and implementation details need to be discussed and agreed separately. The company will continue to perform the obligation of information disclosure in accordance with relevant laws and regulations, normative documents and other provisions, and investors are invited to pay attention to investment risks.
6、 Other information
As of the date of this announcement, the important strategic cooperation agreements disclosed by the company in the last three years are as follows:
Disclosure date agreement name progress to date
On July 18, 2020, the acquisition framework agreement has been fully fulfilled
7、 Documents for future reference
Strategic cooperation framework agreement
It is hereby announced.
Luxshare Precision Industry Co.Ltd(002475) board of directors
February 11, 2022
