Securities code: Sichuan Fulin Transportation Group Co.Ltd(002357) securities abbreviation: Sichuan Fulin Transportation Group Co.Ltd(002357) Announcement No.: 2022010 Sichuan Fulin Transportation Group Co.Ltd(002357)
Announcement on the purchase of assets by wholly-owned subsidiaries
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete,
There are no false records, misleading statements or major omissions.
1、 Transaction overview
(I) basic information of the transaction
Sichuan Fulin Transportation Group Co.Ltd(002357) (hereinafter referred to as “the company”), a wholly-owned subsidiary of Sichuan Fulin Huanneng Automobile Service Co., Ltd. (hereinafter referred to as “Huanneng automobile”) plans to sign a “procurement contract for operating vehicles” with Mianyang Xinji Automobile Trading Co., Ltd. (hereinafter referred to as “Mianyang Xinji”) to purchase 1500 vehicles, with a total amount of 136.5 million yuan.
This transaction 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.
(II) review procedures for transaction performance
On March 15, 2022, the company held the fifth meeting of the sixth board of directors, deliberated and passed the proposal on the purchase of assets by wholly-owned subsidiaries. This proposal 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.
2、 Basic information of the counterparty
Enterprise name: Mianyang Xinji Automobile Trading Co., Ltd
Registered address: No. 12, building 13, shenjiaba North Street, Youxian District, Mianyang City
Nature of enterprise: limited liability company (invested or controlled by natural person)
Legal representative: he Jianbo
Registered capital: 2 million yuan
Unified social credit Code: 915107046922856910
Business scope: Sales of Tianjin FAW brand cars and Dongfeng Fengxing brand cars; Sales of automobiles (excluding passenger cars with less than nine seats), auto parts, auto decoration, household appliances, daily necessities, rubber products and plastic products; Automobile freight information consulting service; Advertising agency release. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Ownership structure: Chen Bing holds 23%, Zhao Wei 16.75%, Wang Qiufeng 16.75%, he Jianbo 16.75%, Han long 16.75% and Zheng Xiaolian 10%.
Affiliated relationship: Mianyang Xinji has no affiliated relationship with the company and its top ten shareholders in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc., nor any other relationship that may or has caused the company to favor its interests.
Mianyang Xinji is not a dishonest person to be executed.
3、 Main contents of the transaction agreement
Transaction target: 15 Zoje Resources Investment Co.Ltd(002021) popular s50evb operating vehicles.
Contract price: 136.5 million yuan.
Payment method: (1) for the first batch of 300 vehicles, Huanneng automobile shall pay 20% down payment to Mianyang Xinji before March 18, 2022, and the remaining 80% shall be implemented in accordance with the financial scheme negotiated by both parties; (2) For the remaining 1200 vehicles, the payment method will be determined after both parties sign a supplementary agreement.
Delivery time: Mianyang Xinji will deliver vehicles at the designated place of Huaneng automobile at the following time nodes: the first batch of 300 vehicles will be delivered before March 31, 2022; Deliver the second batch of 500 vehicles before April 30, 2022; Deliver the third batch of 500 vehicles before May 31, 2022; The fourth batch of 200 vehicles shall be delivered before June 30, 2022.
Pricing basis: the purchase of vehicles is based on the market price and finally determined by both parties through negotiation. The transaction is fair and there is no damage to the interests of the listed company.
Source of funds: the company’s own funds, loans from financial institutions and funds raised by other means.
Effective time of the agreement: the agreement will come into force after being signed and sealed by both parties.
The specific contents shall be subject to the officially signed agreement.
4、 Other instructions
The vehicles purchased this time may be pledged or mortgaged for this payment. In addition, there are no other mortgages, pledges or other third-party rights, there are no major disputes, litigation or arbitration matters, seizure, freezing and other judicial measures involving relevant assets, and there are no personnel resettlement, land leasing, debt restructuring and other situations, After the completion of this transaction, there will be no related party transactions or horizontal competition.
5、 Impact of transaction on the company
In order to adapt to the differentiated development trend of passenger transport market and meet the personalized travel needs of users, Huanneng automobile plans to purchase vehicles this time to develop online car Hailing business and enter the online car Hailing travel service market. As an important supplement to the company’s existing intercity travel business, online car Hailing business meets the needs of the company’s strategic development and helps to improve the company’s comprehensive competitiveness. This transaction does not harm the interests of listed companies and shareholders. The operation of these vehicles is expected to have a positive impact on the company’s operating performance and operating results.
It is hereby announced.
Sichuan Fulin Transportation Group Co.Ltd(002357) board of directors March 15, 2002
