Securities code: Wanxiang Qianchao Co.Ltd(000559) securities abbreviation: Wanxiang Qianchao Co.Ltd(000559) Announcement No.: 2022020 Wanxiang Qianchao Co.Ltd(000559)
Announcement on undistributed profits and capital reserve converted into capital of Wanxiang Finance Co., Ltd
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、 Transaction overview
In combination with the strategic development plan, Wanxiang Finance Co., Ltd., a joint-stock company, put forward the scheme of converting undistributed profits and capital reserve into capital in 2021: it is proposed to convert undistributed profits into registered capital of 300 million yuan and capital reserve into registered capital of 35 million yuan according to the equity ratio on December 31, 2021. After completion, the registered capital of Wanxiang Finance Co., Ltd. is 1850000000 yuan, and the equity ratio remains unchanged.
This matter has been deliberated and adopted at the 9th meeting of the 9th board of directors of the company. The related directors Guan Dayuan, Ni pin, Xu Xiaojian, Shen Zhijun and Wei Junyong avoided voting. The voting results are: 4 in favor, 0 against and 0 abstention.
According to the relevant provisions of the stock listing rules (revised in 2020) and the articles of association of Shenzhen Stock Exchange, this transaction constitutes a related party transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. According to the relevant provisions of the articles of association, this equity transfer can be considered and approved by the board of directors of the company without submitting it to the general meeting of shareholders of the company for deliberation.
2、 Introduction to related parties
(I) Wanxiang Group Co., Ltd
1. Basic information
Company name: Wanxiang Group
Unified social credit Code: 9133 Shahe Industrial Co.Ltd(000014) 2911934w
Legal representative: Lu weiding
Registered capital: 45 million yuan
Date of establishment: December 24, 1990
Registered address: Xiaoshan Economic and Technological Development Zone, Hangzhou, Zhejiang
Business scope: contracting overseas mechanical and electrical industry projects and domestic international bidding projects; Dispatch labor personnel to carry out the above overseas projects; Engage in power business (see the power business license of the people’s Republic of China for the scope, which is valid until September 23, 2032). Industrial investment; Manufacturing and sales of mechanical equipment and parts; R & D, production and sales of lithium ion power batteries and tourism and leisure electric vehicles; R & D, production, sales and technical services of new energy commercial vehicles and their parts, R & D of electric vehicles and their parts, auto parts, batteries and Cecep Solar Energy Co.Ltd(000591) products; Technical services for electric vehicles, automobiles and parts; Technology development, technical consultation and service; China Trade (including the sales of commercial vehicles, batteries and Cecep Solar Energy Co.Ltd(000591) products, except those restricted and prohibited by laws and regulations); Operate import and export business; Real estate development; Property management, asset management, enterprise management consulting.
2. Relationship with listed companies
Wanxiang Group is the controlling shareholder of the company. According to the stock listing rules (revised in 2020) and other relevant regulations of Shenzhen Stock Exchange, Wanxiang Group is the related party of the company. 3. Whether it is a dishonest executee
Wanxiang Group Co., Ltd. is not listed as a dishonest executee.
3、 Basic information of investment object
1. Basic information
Company name: Wanxiang Finance Co., Ltd
Registered capital: 1.2 billion yuan
Legal representative: Liu Yilin
Registered address: No. 2, Shengxing Road, Xiaoshan District, Hangzhou, Zhejiang
Business scope: financial business approved by Bank Of China Limited(601988) Insurance Regulatory Commission.
Related relationship with the company: the company holds 17.83% equity of Wanxiang finance, and the controlling shareholder Wanxiang Group and other related parties hold the remaining equity of Wanxiang Finance Co., Ltd.
Financial data of Wanxiang finance in 2021: as of December 31, 2021, Wanxiang Finance
The total assets are 2 Shenzhen Liande Automatic Equipment Co.Ltd(300545) 2700 yuan and the net assets are 3055762100 yuan. Year 2021
Wanxiang finance realized an operating income of 317555 million yuan and a net profit of 5004638 million yuan.
1. After the undistributed profit and capital reserve are converted into capital, the equity ratio of the financial company remains unchanged, as follows:
Unit: Yuan
Name of shareholders before and after capital increase
Capital contribution included in the proportion of registered capital contribution (%) capital contribution included in the proportion of registered capital contribution (%)
Wanxiang Group 7930 Shenzhen Zhenye(Group)Co.Ltd(000006) 6.08122254166667 66.08
Wanxiang Qianchao Co.Ltd(000559) 214000000 17.83 32991666667 17.83
Wanxiang Sannong Group Co., Ltd. 1150 China Baoan Group Co.Ltd(000009) .5917729166666 9.59
Denong Seed Industry Co., Ltd. 7800 Shenzhen Zhenye(Group)Co.Ltd(000006) .50120250 Shenzhen Zhenye(Group)Co.Ltd(000006) .50
Total 12000 Ping An Bank Co.Ltd(000001) 001850000 Ping An Bank Co.Ltd(000001) 00.00
4、 Impact of this transaction on Listed Companies
This connected transaction does not harm the interests of listed companies and shareholders. After the capital increase, the registered capital of the finance company increased from RMB 1200000000 to RMB 185000000, and the company still holds 17.83% of the equity of the finance company.
5、 Documents for future reference 1. Resolutions of the ninth meeting of the ninth board of directors in 2022; It is hereby announced.
Wanxiang Qianchao Co.Ltd(000559) board of directors
March 30, 2002
