Securities code: 002472 securities abbreviation: Zhejiang Shuanghuan Driveline Co.Ltd(002472) Announcement No.: 2022-008 Zhejiang Shuanghuan Driveline Co.Ltd(002472)
Announcement on foreign investment and establishment of joint ventures
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 foreign investment
Zhejiang Shuanghuan Driveline Co.Ltd(002472) (hereinafter referred to as “the company”), at the fifth meeting of the sixth board of directors held on February 16, 2022, deliberated and adopted the proposal on foreign investment and establishment of joint ventures, and agreed that the company signed a cooperation agreement with Nanjing chuangsa consulting planning Co., Ltd. (hereinafter referred to as “Nanjing chuangsa”) and its controlling shareholder Feng Chuang, Jiangsu huanou transmission equipment Co., Ltd. (tentative name, subject to industrial and commercial registration, hereinafter referred to as the “joint venture”) is jointly invested and established by the company and Nanjing chuangsa. The registered capital of the joint venture is RMB 200 million. Among them, the company invested 180 million yuan with its own funds, accounting for 90% of the registered capital of the joint venture; Nanjing chuangsa invested 20 million yuan with its own funds, accounting for 10% of the registered capital of the joint venture.
The business management of the company is authorized to handle the corresponding procedures for the establishment of the joint venture and sign relevant agreements.
This foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. According to the relevant provisions of the articles of association, this transaction is within the decision-making authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Introduction to counterparty
(I) Nanjing chuangsa consulting planning Co., Ltd
1. Enterprise type: limited liability company (sole proprietorship of natural person)
2. Legal representative: Feng Chuang
3. Registered capital: 500000 yuan
4. Date of establishment: January 18, 2022
5. Legal address: Room 6, building 37, Wuyi oasis guanzhuyuan, No. 99, Tianyuan Middle Road, moling street, Jiangning District, Nanjing (Jiangning Gaoxin Park)
6. Business scope: general projects: consulting and planning services (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
7. Equity situation: natural person Feng Chuang holds 100% equity of Nanjing chuangsa.
8. Relationship: there is no relationship between Nanjing chuangsa and the company.
9. Integrity: after inquiry, Nanjing chuangsa does not belong to the dishonest executee.
(II) natural person
Name nature residence certificate number
Feng Chuang, natural person, Pukou District, Nanjing 61010319********
1. Related relationship: Feng Chuang has no related relationship with the company and is the controlling shareholder of Nanjing chuangsa. 2. Integrity: after inquiry, Feng Chuang is not a dishonest person.
3、 Basic information of investment object
(I) mode of capital contribution
Both the company and Nanjing chuangsa contribute in cash, and the source of funds is their own funds.
(II) basic information of the target company
1. Company name: Jiangsu huanou transmission equipment Co., Ltd. (tentative name)
2. Enterprise type: limited liability company
3. Legal representative: Jiang Yiqing
4. Registered capital: 200 million yuan
5. Legal address: Huai’an City, Jiangsu Province
6. Business scope: manufacturing of gears, gear reducers and gearboxes; General equipment manufacturing (excluding special equipment manufacturing); Special equipment manufacturing (excluding licensed professional equipment manufacturing); Manufacturing of new energy prime mover equipment; Manufacturing of mechanical and electrical equipment; Intelligent instrument manufacturing; Research and development of mechanical equipment; Research and development of electromechanical coupling system; Engineering and technical research and test development; Industrial Internet data service; Sales of mechanical equipment; Sales of mechanical and electrical equipment; Sales of intelligent instruments; Import and export of goods (subject to the business license issued by the administrative department for Industry and Commerce). 7. Equity:
Name of shareholder contribution method contribution amount (10000 yuan) contribution proportion
Zhejiang Shuanghuan Driveline Co.Ltd(002472) currency 18000.00 90.00%
Nanjing chuangsa consulting planning Co., Ltd. currency 2000.00 10.00%
Total – 20000.00 100.00%
The above contents shall be subject to the industrial and commercial registration.
4、 Main contents of cooperation agreement
(I) joint venture parties
Party A: Zhejiang Shuanghuan Driveline Co.Ltd(002472)
Party B: Nanjing sachuang Consulting Co., Ltd
Party B 2: Feng Chuang
Party B 2 is the sole shareholder and actual controller of Party B 1. In this agreement, Party B 1 and Party B 2 are collectively referred to as “Party B”, and Party B 1 and Party B 2 shall be jointly and severally liable for the relevant obligations and responsibilities of this agreement.
(II) registered capital and proportion of capital contribution
The registered capital of the joint venture at the time of establishment is 200 million yuan (in words: 200 million yuan only). (1) Party A: the subscribed capital contribution is 180 million yuan (in words: 180 million yuan only), accounting for 90% of the total registered capital and 90% of the equity of the joint venture, which is paid in currency.
(2) Party B 1: the subscribed capital contribution is 20 million yuan (in words: 20 million yuan only), accounting for 10% of the total registered capital and 10% of the equity of the joint venture, which is paid in currency.
(III) payment period
The paid in capital contribution of the shareholders of the joint venture company can be made in installments. The first installment of capital contribution is 50 million yuan. Party A pays 45 million yuan and Party B 1 pays 5 million yuan, which shall be paid within one month after the establishment of the joint venture company.
The second phase of the investment is 50 million yuan, Party A pays 45 million yuan and Party B 1 pays 5 million yuan, which shall be paid before December 31, 2022.
The rest of the paid in capital contribution shall be paid in full within three years from the date of establishment of the joint venture. The specific amount and time arrangement of capital contribution shall be determined by Party A according to the business development of the joint venture.
(IV) governance structure
1. Shareholders’ meeting
The shareholders’ meeting of the joint venture is composed of both parties of the joint venture. It is the highest authority of the joint venture and decides all major matters of the joint venture.
2. Board of directors
The board of Directors consists of five directors, of which Party A has the right to nominate three directors and Party B has the right to nominate two directors.
The board of directors shall have a chairman, who shall be a director nominated by Party A.
The term of office of each director is three years and can be reappointed by the original appointing party. If the seat of the board of directors is vacant due to the retirement, resignation, illness, incapacity or death of any director, or due to the removal of the director by the original appointing party, the original appointing party shall appoint a successor to succeed the director during the remaining term of office of the director.
3. Supervisor
The joint venture does not have a board of supervisors, but a supervisor appointed by Party A and confirmed by the resolution of the shareholders’ meeting. The term of office of the supervisor is three years and can be re elected. Directors and senior managers shall not concurrently serve as supervisors.
4. Management organization
The joint venture shall set up an operation and management organization to be responsible for the daily management of the joint venture. The term of office of senior managers is three years; “Senior management” refers to the general manager, deputy general manager and person in charge of Finance for the purpose of this agreement.
The general manager of the joint venture shall be nominated by Party B 2 and appointed after being deliberated and approved by the board of directors. At the beginning of the establishment of the joint venture, Party B 2 nominated party B 2 as the general manager. If the audited accumulated loss of the joint venture company in a certain year reaches 35% of the subscribed registered capital, and the loss recovery plan submitted by the general manager to the board of directors has not been considered and approved by the board of directors for three consecutive times, or the joint venture company has safety production responsibility accidents for three consecutive years (two or more deaths), the board of directors has the right to send a written notice of dismissal to Party B, Dismiss Party B’s 2 general manager. The dismissal notice shall take effect from the date of issuance by the board of directors; Before the new general manager appointed by the board of directors is in place, Party A has the right to appoint the chairman or deputy general manager to act as the general manager. Party B 2 has the right (and has only one opportunity to exercise this right) to propose a new general manager within 3 months from the date of dismissal, which shall be appointed after being reviewed and approved by the board of directors. The new general manager nominated and appointed by Party B 2 must ensure the safe production of the joint venture and reduce the loss by more than 30% in the current year and the next year; Party A has the right to reappoint and dismiss the general manager after being nominated by the board of directors.
The financial director and the deputy general manager in charge of procurement of the joint venture company shall be nominated by Party A, and other deputy general managers shall be nominated by Party B 2 and appointed after deliberation and approval by the board of directors.
The cashier of the joint venture shall be appointed by Party A. The labor relations of senior managers and cashiers are subordinate to the joint venture. The monthly financial statements can be submitted to the board of directors only after being signed and approved by the financial director and submitted to the general manager for approval. Within the scope of authorization of the board of directors, all financial expenditures can be implemented only after being jointly signed and approved by the financial director and the general manager. A third-party financial audit is required at the end of each year.
(V) liability for breach of contract
If any party to this agreement fails to perform its obligations under this agreement, it shall constitute a breach of contract. The other party of the joint venture may notify the other party in writing and require it to correct within 90 days. If the breaching party fails to correct on schedule or the breach cannot be corrected, the observant party has the right to terminate this agreement in accordance with the provisions of this agreement.
If either party’s breach of contract causes losses to the other party, it shall compensate the loss of the injured party. The loss refers to direct losses, reasonable expenses incurred in recourse for compensation, etc.
If Party A fails to pay the capital contribution in full on schedule as agreed, it shall pay liquidated damages to Party B at 0.5% of the capital contribution payable per day; If it is not submitted within 3 months, in addition to paying liquidated damages for overdue capital contribution, Party B has the right to terminate this Agreement and require Party A to compensate for the losses. If Party B fails to pay the capital contribution in full on schedule as agreed, it shall pay liquidated damages to Party A at 0.5% of the capital contribution payable per day; If it fails to submit within 3 months, it shall be deemed as abandoning the unpaid shares, and this part of the capital contribution shall be paid and held by Party A.
2. Compensation for losses
If any party of the joint venture suffers losses due to its failure to perform its obligations under this agreement, the breaching party shall compensate the joint venture and the observant party for the actual losses.
(VI) effectiveness of the agreement
This Agreement shall come into force after meeting the following conditions:
(1) All parties sign and seal this Agreement;
(2) Party A shall implement the internal decision-making procedures and consider and approve the relevant arrangements for the new subsidiary of the joint venture. 5、 Purpose, existing risks and impact on the company of foreign investment
(I) purpose and impact of foreign investment
Over the years, the company has been committed to the R & D, design and manufacturing of mechanical transmission gears and related parts. It has a deep accumulation in R & D capacity, process level and production and manufacturing. In order to expand the company’s product pedigree and further deepen and strengthen its main business, the company actively explores business opportunities in multiple application fields, such as general, high-speed Heavy duty and other high-end gear transmission equipment and systems have a wide range of application fields and large market scale. The company will actively explore the market opportunities of high-end gear transmission equipment and systems in new energy, metallurgy, building materials, ports, electric power and other fields with the help of the synergy of its main business.
The capital of this investment comes from the company’s own funds and will not affect the normal operation of the company’s production and operation activities. This investment is the need of the company’s strategic planning, has a positive impact on the company’s long-term development and strategic layout, and will not have a significant impact on the company’s financial and operating conditions.
(II) possible risks
Market changes and other risks. The company will pay close attention to its operation, make use of its own management experience and resource advantages, improve the operation and management level of the joint venture, and actively take effective measures to prevent and control risks, so as to realize benefits as soon as possible and achieve good return on investment.
It is hereby announced.
Zhejiang Shuanghuan Driveline Co.Ltd(002472) board of directors February 16, 2022
