Stock abbreviation: Yinyi Co.Ltd(000981) Stock Code: Yinyi Co.Ltd(000981) Announcement No.: 2022010 Yinyi Co.Ltd(000981)
About the company and the manager of Zhidou Electric Vehicle Co., Ltd
Announcement of signing the memorandum
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. According to the memorandum signed by Yinyi Co.Ltd(000981) (hereinafter referred to as "the company") and the manager of Zhidou Electric Vehicle Co., Ltd. (hereinafter referred to as "Zhidou automobile"), the company plans to participate in the reorganization of Zhidou automobile and carry out preliminary due diligence. After the completion of due diligence, the company or the relevant designated party shall formally sign a new restructuring investment agreement with the manager of Zhidou automobile, and shall perform the corresponding review procedures and information disclosure obligations of the company in accordance with relevant laws and regulations and the articles of association. There is still uncertainty whether the matter can be approved by the corresponding review procedures of the company, Please pay attention to investment risks.
2. If, after the company or the relevant designated party has officially signed the new reorganization investment agreement with the manager of Zhidou automobile, there is still a new reorganization plan draft of the company or the relevant designated party as the new reorganization investor that has not been voted by the creditors' meeting of Zhidou automobile, Or the risk of failure to obtain the ruling and approval of the people's Court of Ninghai County, Zhejiang Province (hereinafter referred to as "Ninghai court") despite the vote of the creditors' meeting. Please pay attention to investment risks.
3. The signing of this memorandum will not have a significant impact on the company's operating performance in 2022. 1、 Signing overview of the memorandum
In order to accelerate the company's strategic deployment in the field of new energy vehicle manufacturing and enhance the company's core competitiveness and sustainable development ability, the company plans to invest no more than RMB 40 million to participate in Zhidou automobile reorganization and reorganization plan change procedures. Zhidou automobile is the only 8 enterprises with independent and complete production qualification of new energy vehicles that have passed the review of the national development and Reform Commission and the Ministry of industry and information technology. On March 2, 2022, the company signed a memorandum with the manager of Zhidou automobile, that is, the company intends to act as the new reorganization investor of Zhidou automobile, obtain the actual control and independent operation rights of Zhidou automobile, and realize the regeneration of Zhidou automobile; Meanwhile, the company will pay the intention payment of RMB 40 million within 3 working days after the signing of this memorandum.
The signing of the memorandum does not constitute a related party transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, nor does it constitute a reorganization and listing. The memorandum signed this time is a framework agreement and does not need to be submitted to the board of directors for deliberation. The company will timely perform relevant review procedures and information disclosure obligations according to the follow-up progress of the matter.
2、 Introduction to Zhidou automobile
(I) basic information of Zhidou automobile
Name: Zhidou Electric Vehicle Co., Ltd
Type: limited liability company (foreign-invested enterprise and domestic joint venture)
Address: No. 1, chujiashan Road, Liyang Town, Ninghai County, Ningbo City, Zhejiang Province
Date of establishment: January 6, 2015
Legal representative: Bao Wenguang
Registered capital: RMB 111.11 million
Business scope: Wholesale and retail of electric vehicles; Technology research and development, consultation and transfer of electric vehicles and spare parts.
Affiliated relationship: Zhidou automobile has no affiliated relationship or interest arrangement with the company and its controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers.
Ownership structure:
Shareholding ratio of shareholders
Xindayang Electromechanical group Co., Ltd. 31.45%
Geely Technology Group Co., Ltd. 26.44%
Shenzhen yuanfuhai new energy No. 1 investment enterprise (limited partnership) 7.56%
Jinshajiang joint venture capital enterprise 9.00%
Bao Wenguang 6.55%
Ningbo Shuanglin Auto Parts Co.Ltd(300100) 4.50%
Jiangxi Wenxin Industrial Co., Ltd. 2.70%
Prime power (Beijing) Investment Co., Ltd. 1.80%
Ninghai Yinshi investment fund partnership (limited partnership) 10.00%
Total 100%
Zhidou automobile is a joint venture established by New Ocean Electromechanical group, Geely Holding Group, Ninghai Yinshi investment fund, Jinshajiang venture capital fund, etc., covering the R & D, production, sales, operation and other businesses of electric vehicles, and is committed to becoming an advocate and promoter of new energy vehicles. At present, Zhidou automobile has more than 100 patents outside China, obtained EU E-MARK and CE certification, has successfully entered Italy, France, Spain and other European and American countries, and has been widely recognized in the international market.
Zhidou automobile is headquartered in Ninghai County, Ningbo, Zhejiang Province. Its core assets are its wholly-owned subsidiary Lanzhou Zhidou Electric Vehicle Co., Ltd. (hereinafter referred to as "Lanzhou Zhidou"). Lanzhou Zhidou has independent new energy passenger vehicle production qualification, On February 28, 2017, it obtained the reply of the national development and Reform Commission on the approval of the construction project of Lanzhou Zhidou Electric Vehicle Co., Ltd. with an annual output of 40000 pure electric passenger vehicles (fgy [2017] No. 377). Lanzhou base covers an area of more than 800 mu, has a complete new energy vehicle production line and professional equipment, and has normal vehicle production and operation conditions. Ninghai base covers an area of 563 Mu and has the qualification of non independent new energy vehicle production. At present, the new energy vehicle assembly workshop built in the base has been completed.
(II) reorganization of Zhidou automobile
On October 28, 2019, Ninghai court decided to pre register Zhidou automobile for bankruptcy, and Zhidou automobile entered the pre reorganization procedure.
After the application of Zhidou automobile, Ninghai court ruled to accept the reorganization of Zhidou automobile on May 6, 2020, and appointed Zhejiang Jingheng law firm and Ningbo Kexin certified public accountants as the manager of Zhidou automobile on the same day.
On December 25, 2020, Ninghai court ruled that the reorganization plan of Zhidou automobile was approved and the reorganization procedure of Zhidou automobile was terminated. On December 28, 2020, under the supervision of Ninghai court, Nanjing Zhidou New Energy Automobile Co., Ltd. (hereinafter referred to as "Nanjing Zhidou") was selected as the reorganization investor of Zhidou automobile. Since then, during the implementation of the reorganization plan, the original reorganization investor, Nanjing Zhidou, failed to pay the reorganization investment in full and had no intention to continue to perform, so the reorganization plan of Zhidou automobile could not be implemented.
Up to now, Zhidou automobile is a dishonest executee, and its core assets Lanzhou Zhidou and its subsidiaries Zhidou Automobile Sales Co., Ltd. and Zhidou electric vehicle technology integration Co., Ltd. have been pledged to Nanjing Zhidou, the original reorganization investor.
The company has not had similar transactions with Zhidou automobile and its manager in the past three years.
3、 Main contents of the memorandum
Party A: manager of Zhidou Electric Vehicle Co., Ltd
Party B: Yinyi Co.Ltd(000981)
Whereas: 1. On May 6, 2020, Ninghai court ruled to accept the reorganization of Zhidou Electric Vehicle Co., Ltd. and appointed the manager, i.e. Party A. On December 25, 2020, Ninghai court ruled to approve the reorganization plan of Zhidou automobile and terminate the reorganization procedure of Zhidou automobile. During the implementation of the reorganization plan, the original reorganization investor, Nanjing Zhidou, failed to pay the reorganization investment in full and had no intention to continue to perform, so the reorganization plan of Zhidou automobile could not be implemented.
2. Party B and / or its designated entity intend to act as a new reorganization investor to obtain the actual control right and independent operation right of the target assets of Zhidou automobile by participating in the reorganization and reorganization plan change procedure of Zhidou automobile, so as to realize the regeneration of Zhidou automobile. The specific contract terms such as the reorganization method, the scope of the underlying assets, the reorganization consideration and the payment period will be negotiated and agreed by the subsequent parties and will be included in the reorganization investment agreement jointly signed by the parties in the future (hereinafter referred to as the "new reorganization investment agreement").
In order to accelerate the reorganization work, the parties reached the following consensus through friendly consultation:
1. Party B intends to participate in the reorganization procedure of Zhidou automobile, put forward a new reorganization investment plan, and obtain the approval of the creditors' meeting and the approval of the court through the reorganization plan change procedure, so as to become the new reorganization investor of Zhidou automobile.
2. Party B is willing to pay a deposit of RMB 40 million to Party A's account by bank transfer within 3 working days after the signing of this memorandum. After the new reorganization plan is voted by the creditors' meeting and approved by the people's Court of Ninghai County, the above intention money will be converted into investment money. The intention money shall be jointly supervised by Party B before being converted into the investment money of the new restructuring investment agreement, and shall not be used without the consent of Party B.
3. Party A shall issue a written document to Party B within 3 working days after receiving the intention payment from Party B, confirming that within the following reasonable period after Party B pays the intention payment in full, Party A shall not contact with any third party other than Party B about Zhidou automobile restructuring investment or confirm it as the intention restructuring investor. The specific period is arranged as follows:
(1) The period from the payment date of the intention to pay to April 15, 2022 is the due diligence period of the intended reorganization investor, the communication and negotiation period of the creditor and the formulation period of the preliminary plan.
(2) From April 16 to April 30, 2022, the intended restructuring investor negotiated and signed the new restructuring investment agreement and other relevant documents with the manager. After signing, the administrator shall request the creditors' meeting and the court to start the procedure of reorganization plan change.
(3) The change procedure of the reorganization plan is started until July 31, 2022, which is the change period of the reorganization plan. After the expiration of the above period, if Party B has not been determined as the reorganization investor, Party A may recruit or find other intended reorganization investors.
4. In case of any of the following circumstances, upon the written notice of Party B, Party A shall return all the intention money paid (without interest) within 5 working days from the date of receiving the written notice of Party B:
(1) The reorganization plan does not meet the conditions for change because most of the creditors of Zhidou Company expressly or implicitly do not recognize Party B as a new reorganization investor and / or Party B's reorganization plan;
(2) During the due diligence period, Party B believes that the core underlying assets of Zhidou company do not meet Party B's investment objectives and proposes in writing to give up participating in the reorganization of Zhidou company;
(3) The new reorganization plan draft of Party B as the new reorganization investor has not been voted by the creditors' meeting, or although it has been voted by the creditors' meeting, it has not been approved by the people's Court of Ninghai County;
(4) The purpose of Party B's investment cannot be realized due to force majeure, or the investment cannot be continued due to the change of circumstances and the failure of negotiation within a reasonable period of time.
5. If Party B abandons the investment not due to the circumstances agreed in this memorandum, Party A has the right to confiscate all the intention money paid by Party B.
6. This Memorandum shall have legal effect from the date of signing by both parties. If the new restructuring investment agreement signed by both parties in the future is inconsistent with the contents of this memorandum, the new restructuring investment agreement shall prevail.
4、 Impact on Listed Companies
1. The new energy vehicle industry development plan (20212035) issued by the State Council on November 2, 2020 points out that the development of new energy vehicles is the only way for China to move from a large automobile country to a powerful automobile country and a strategic measure to deal with climate change and promote green development. After 15 years of continuous efforts, the core technology of China Shanxi Guoxin Energy Corporation Limited(600617) automobile has reached the international advanced level, the quality brand has strong international competitiveness, and pure electric vehicles have become the mainstream of newly sold vehicles.
At present, the company's main business is the R & D, production and sales of auto parts, and is committed to the R & D and production of hybrid and pure electric powertrain systems. The R & D and technical level of the company's Belgian Bunge company ranks among the top in the world in related fields, Bunch and strantis group, one of the top four car companies in the world, successively established two joint ventures in 2019 and 2020 to develop and produce hybrid powertrain systems for new energy vehicles. As the pioneer and promoter of China Shanxi Guoxin Energy Corporation Limited(600617) automobile, Zhidou automobile has independent and complete production qualification of new energy vehicles. The company's intention to participate in the reorganization of Zhidou automobile is an important strategic deployment made by the company based on its own advantages in the field of new energy vehicles, forming an obvious synergy with the company's existing auto parts manufacturing business, and an important measure of the company's long-term strategic layout; The company has been committed to transforming into a high-tech company and unswervingly practicing and developing the new energy strategy. This investment will help to enhance the company's core competitiveness and sustainable development ability, and is in line with the long-term development interests of the listed company and all shareholders.
2. The performance of this memorandum will not have a significant impact on the company's operating results in 2022, and the impact on the future annual operating results shall be determined according to the subsequent promotion and implementation; The performance of this memorandum will not affect the business independence of the company; The intention money paid this time is the company's own funds. 5、 Risk tips
1. This memorandum is an agreement of intent, which means that the company intends to participate in the reorganization of Zhidou automobile and carry out preliminary due diligence. After due diligence,
