Securities code: Iat Automobile Technology Co.Ltd(300825) securities abbreviation: Iat Automobile Technology Co.Ltd(300825) Announcement No.: 2022032 Iat Automobile Technology Co.Ltd(300825)
Announcement on signing of cooperation 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. The agreement signed this time belongs to the cooperation agreement of the basic wishes of all parties to the transaction, which aims to express the wishes of all parties to the transaction for the equity transfer and the results of preliminary negotiation. Finally, the equity transfer agreement signed by all parties shall prevail.
2. The specific matters involved in this equity transfer include the transaction amount, transaction plan, etc. comprehensive due diligence needs to be conducted and further negotiation and negotiation are required according to the relevant results. There are still uncertain factors whether the final transaction can be reached. Please pay attention to the investment risks.
3. For the follow-up matters involved in this signed agreement, the company will timely perform the corresponding decision-making procedures and information disclosure obligations in accordance with the Shenzhen Stock Exchange GEM Listing Rules, the company law of the people's Republic of China and other relevant laws, regulations, normative documents and the articles of association.
4. The impact of the signed agreement on the company's business performance in this year and in the future will be determined according to the promotion and implementation of specific projects.
1、 Overview of agreement signing
On March 26, 2022, Iat Automobile Technology Co.Ltd(300825) (hereinafter referred to as "the company") and Tianjin Xiqing Economic Development Group Co., Ltd. (hereinafter referred to as "Xiqing Economic Development Group") Tianjin FAW Xiali Operation Management Co., Ltd. (hereinafter referred to as "FAW Xiali") signed the agreement on cooperation between Iat Automobile Technology Co.Ltd(300825) , Tianjin Xiqing Economic Development Group Co., Ltd. and Tianjin FAW Xiali Operation Management Co., Ltd. on Tianjin Bojun Automobile Co., Ltd. (hereinafter referred to as "agreement"), The company and Xiqing Economic Development Group intend to acquire the equity of Tianjin Bojun Automobile Co., Ltd. (hereinafter referred to as "Tianjin Bojun"). 2、 Introduction to counterparty
(I) Tianjin Xiqing Economic Development Group Co., Ltd
Legal representative: Zhang Lei
Registered capital: 5877463 million yuan
Date of establishment: August 21, 1992
Registered address: Investment Service Center, No. 8, Xinghua 7th Branch Road, Xiqing Economic and Technological Development Zone, Tianjin
Business scope: general items: park management services; Car Rental; Mechanical equipment leasing; Rental of special equipment; Non residential real estate leasing; Housing lease; Labor services (excluding labor dispatch); Human resources services (excluding professional intermediary activities and labor dispatch services); Engineering management services; Residents' daily life services; Landscape engineering construction. (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). Licensed project: construction engineering design; Construction project supervision; Various engineering construction activities; Road passenger transport operation. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments).
2. Description of related relationship and performance ability: the company and its subsidiaries have no related relationship with Xiqing Economic Development Group, and this matter is not a related transaction. Xiqing Economic Development Group currently exists in accordance with the law and operates normally, with good credit status and performance ability.
(II) Tianjin FAW Xiali Operation Management Co., Ltd
1. Basic information of counterparty
Legal representative: Hu Keqiang
Registered capital: 50 million yuan
Date of establishment: April 9, 2020
Registered address: Zone 2, No. 578, Jingfu Road, Zhongbei Town, Xiqing District, Tianjin
Business scope: general items: enterprise management; Retail of auto parts; Repair and maintenance of motor vehicles; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Non residential real estate leasing; Car Rental; Manufacturing of auto parts and accessories; Educational advisory services (excluding educational training activities); New car sales. (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). Licensed items: Road cargo transportation (excluding dangerous goods); Various engineering construction activities. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments).
2. Description of related relationship and performance ability: the company and its subsidiaries have no related relationship with FAW Xiali, and this matter is not a related party transaction. FAW Xiali currently exists in accordance with the law and operates normally, with good credit status and performance ability.
3、 Introduction to the target company
1. Basic information of the target company
Name: Tianjin Bojun Automobile Co., Ltd
Legal representative: Huang Ximing
Registered capital: 253983243700 yuan
Date of establishment: November 18, 2019
Registered address: No. 578, Jingfu Road, Xiqing District, Tianjin
Business scope: manufacturing and sales of automobiles and parts, automobile fittings, engines, electric drive systems, battery pack systems, energy storage systems, electronic products, internal combustion engine accessories; Vehicle maintenance; Wholesale and retail of rubber products, hardware tools, chemical products (excluding dangerous goods and precursor chemicals), daily necessities, tires and electrical equipment; Warehousing services; Labor services; House leasing; Electromechanical equipment leasing; Car Rental; Installation of gas cylinders for vehicles (operation after obtaining the permission of special equipment safety supervision department); Scientific research and technology services Ordinary freight. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Description of related relationship: the company and its subsidiaries have no related relationship with Tianjin Bojun, and the matter is not a related transaction.
3. Description of equity structure: FAW Xiali and Nanjing Bojun New Energy Vehicle Co., Ltd. (hereinafter referred to as "Nanjing Bojun") jointly hold 100% equity of Tianjin Bojun, of which FAW Xiali holds 19.9% and Nanjing Bojun holds 80.1%.
4、 Main contents of the agreement
1. Main matters agreed in the agreement: the company plans to transfer 80.1% of the equity of Tianjin Bojun through equity transfer, and Xiqing Economic Development Group plans to transfer 19.9% of the equity of Tianjin Bojun through equity transfer.
2. Agreed consideration: all parties agree that the price of this transaction is based on the evaluation value of the equity of the target company by the asset evaluation institution, which shall be determined by the parties to the transaction through subsequent negotiation.
3. When all parties reach further consensus on this transaction, relevant legal documents will be signed separately for this transaction.
4. Term of agreement: this Agreement shall come into force after being signed and sealed by all parties. Unless otherwise agreed by all parties, it can be terminated in the following circumstances:
(1) The parties agree to terminate this agreement by consensus;
(2) 3 months after this agreement takes effect;
(3) After completing the due diligence, the company and Xiqing Economic Development Group find that the transfer of the target company is restricted by laws and regulations or regulatory provisions, or the target company is materially inconsistent with the public disclosure. If the solutions to these problems cannot be determined through negotiation, the company and Xiqing Economic Development Group can notify in writing to decide to terminate the transfer of the subject shares;
(4) The parties cannot reach an agreement on the contents of the formal share transfer agreement;
(5) Any regulatory authority such as CSRC or any competent government department or Shenzhen Stock Exchange does not approve, approve, file or have any veto on any matter of this transaction;
(6) This transaction cannot be completed due to the adjustment and change of securities regulatory laws and regulations, national level and other laws and regulations.
5. Exclusivity period: the parties agree that the exclusivity period is within 3 months after the effectiveness of this agreement or until the date of termination of this agreement. Without the written consent of the other parties, neither party shall directly or indirectly sign any agreement or make any other arrangement that may hinder the completion of this transaction with any third party outside this agreement. Upon consensus of all parties, the exclusivity period may be extended according to specific consultations.
6. Other terms: the agreement has made relevant provisions on the progress arrangement of this transaction, terms of breach of contract, force majeure, etc.
5、 Impact of signing the agreement on Listed Companies
The company has been committed to the whole process of automobile research and development for many years, and has successfully developed nearly 300 models for more than 60 customers. The core parts R & D and manufacturing business that has been incubated for many years has entered the climbing stage of mass production, and continues to explore the breadth and depth extension of the industrial chain. The signing of this cooperation agreement with relevant parties is a further attempt of the company to expand its business segment to vehicle ODM based on its existing business advantages and the demand of the supply chain structure of the automobile market. This cooperation will help the company better serve the customers of vehicle enterprises on the premise of maintaining neutrality, further improve the company's business chain and enhance the company's comprehensive competitiveness. This cooperation has a positive impact on the company to enhance its brand influence and promote the long-term and healthy development of the company.
The impact of the signed agreement on the company's operating performance in this year and in the future will be determined according to the promotion and implementation of specific projects. The performance of the agreement will not affect the independence of the company's business, and the company's main business will not rely on the counterparty due to the performance of this agreement.
6、 Risk tips
The agreement signed this time belongs to the cooperation agreement of the basic wishes of all parties to the transaction, which aims to express the wishes of all parties to the transaction for the equity transfer and the results of preliminary negotiation. Finally, the equity transfer agreement signed by all parties shall prevail. The specific matters involved in this equity transfer include the transaction amount, transaction scheme, etc. comprehensive due diligence is still required, further negotiation and negotiation are required according to the relevant results, and necessary approval procedures are performed. There are still uncertain factors whether the final transaction can be reached. Please pay attention to the investment risks.
7、 Review procedure
For the follow-up matters involved in the signing of this agreement, the company will timely perform the corresponding decision-making procedures and information disclosure obligations in accordance with the Shenzhen Stock Exchange GEM Listing Rules, the company law and other relevant laws, regulations, normative documents and the articles of association.
8、 Other relevant instructions
1. As of the date of this announcement, the company has no other framework agreements that should be disclosed but not disclosed in the last three years. 2. Within three months before the signing of this agreement, the shareholding changes of the company's controlling shareholders, shareholders holding more than 5% and directors, supervisors and senior executives:
According to the disclosed reduction plan, Mr. Zhang Liqiang, the director and general manager of the company, reduced 325000 shares of the company, and Ms. Lin Ling, the Secretary of the board of directors and deputy general manager, had no shareholding change. For details, see the announcement on the expiration of the reduction plan of directors and senior managers (Announcement No.: 2022030) disclosed by the company on cninfo.com on March 15, 2022; The shareholding reduction plan of Ms. Jia juzhuo, the financial director, is still in progress, and there is no shareholding change within three months before the signing of this Agreement; There is no change in shareholding of the company's controlling shareholders, shareholders holding more than 5% shares and other directors, supervisors and senior executives.
3. As of the disclosure date of this announcement, in addition to the ongoing reduction plan, the company has not received any new plans from controlling shareholders, other shareholders holding more than 5% of shares, directors, supervisors and senior personnel to reduce the company's shares. The controlling shareholders of the company, other shareholders holding more than 5% shares and the directors, supervisors and senior managers of the company do not have the situation of lifting the restrictions on the sale of restricted shares in the next three months. If relevant reduction plans are involved in the follow-up, the company will urge the information disclosure obligor to timely perform the information disclosure obligations in accordance with relevant regulations.
4. The company plans to transfer the 80.1% equity of Tianjin Bojun through equity transfer. It still needs to further negotiate and sign relevant agreements with relevant parties and perform necessary approval procedures. The company will perform the disclosure obligation in time according to the progress of the project.
9、 Documents for future reference
Cooperation agreement between Iat Automobile Technology Co.Ltd(300825) , Tianjin Xiqing Economic Development Group Co., Ltd. and Tianjin FAW Xiali Operation Management Co., Ltd. on Tianjin Bojun Automobile Co., Ltd
It is hereby announced.
Iat Automobile Technology Co.Ltd(300825) board of directors March 28, 2022
