Stock abbreviation: Wanxiang Qianchao Co.Ltd(000559) Stock Code: Wanxiang Qianchao Co.Ltd(000559) No.: 2022019 Wanxiang Qianchao Co.Ltd(000559)
Announcement on the transfer of equity of Tianjin Songzheng, a joint-stock company. 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
1. The company now shares Tianjin Songzheng Electric Vehicle Technology Co., Ltd. (hereinafter referred to as "Tianjin Songzheng") and holds 9.60% of the equity of the company. The company plans to transfer 892753600 shares of Tianjin Songzheng to Tianjin Songzheng. After equal and voluntary negotiation between the company and Tianjin Songzheng, the company signed a contract on the repurchase of 8927536 shares of Tianjin Songzheng held by Tianjin Songzheng in accordance with the civil code of the people's Republic of China, the company law of the people's Republic of China and relevant laws and regulations. According to the contract, the company withdrew its investment by paying dividends to Tianjin Songzheng and repurchasing the shares of Tianjin Songzheng held by the company. The total consideration for transfer includes dividends and equity transfer price of 147304300 yuan, including dividends of 513333 million yuan and equity transfer price of 95.971 million yuan. After the completion of this transaction, the company no longer holds the equity of Tianjin Songzheng.
2. The company held the 9th meeting of the 9th board of directors in 2022 on March 29, 2022, deliberated and adopted the proposal on transferring the equity of Tianjin Songzheng, a joint-stock company. 3. The company has no related relationship with Tianjin Songzheng, and this equity transfer is not a related party transaction; 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.
4. According to the relevant provisions of the share repurchase contract signed with Tianjin Songzheng, the condition for the effectiveness of this transaction is that the equity transfer agreement will take effect on the day after Tianjin Songzheng transfers the equity of its wholly-owned subsidiary Tianjin Songzheng Auto Parts Co., Ltd. and receives the first equity transfer payment. If Tianjin Songzheng fails to complete the signing of the delivery confirmation, this agreement will be automatically terminated and neither party shall be liable for breach of contract.
2、 Basic information of transaction parties
This transaction is conducted by Tianjin Songzheng Electric Vehicle Technology Co., Ltd
1. Registered address: No. 1, Xishi Road, Airport Economic Zone, Dongli District, Tianjin
2. Registered capital: 92914662 million yuan
3. Legal representative: Kong Zhaosong
4. Business scope: industrialization and sales of new energy commercial vehicle power system products (electronic control system).
5. As of December 2020, the total book assets of the company were RMB 43.146 million, and the total book assets were RMB 4.906 million; In 2020, the company achieved an operating revenue of 6620688 million yuan and a net profit of 35.666 million yuan.
As of December 31, 2021, the total book assets of the company are 570068200 yuan and the net assets are 405568400 yuan; In 2021, the company realized an operating revenue of 508287300 yuan and a net profit of 9.4055 million yuan (the above data were not audited).
3、 Basic information of transaction object
1. Company name: Tianjin Songzheng Electric Vehicle Technology Co., Ltd
2. Registered address: No. 1, Xishi Road, Airport Economic Zone, Dongli District, Tianjin
3. Registered capital: 92914662 million yuan
4. Legal representative: Kong Zhaosong
5. Shareholders and equity ratio:
No. shareholding ratio of shareholders
1 hole Zhaosong 5692604%
2 Wang Min 2185231%
3 Wanxiang Qianchao Co.Ltd(000559) 960832%
4 Guangdong Wenshi Investment Co., Ltd. 475737%
5 Tianjin Heyi economic information consulting partnership 361622%
Industry (limited partnership)
6 Tianjin yierhe economic information consulting partnership 280612%
Industry (limited partnership)
7 Hengqin Qichuang shared equity investment fund partnership 021837%
Enterprise (limited partnership)
8 Zhou Hui 021525%
Total 100.00%
6. Business scope: industrialization and sales of new energy commercial vehicle power system products (electronic control system).
7. After the completion of this transaction, the company will no longer hold the equity of Tianjin Songzheng.
4、 Investment in Tianjin Songzheng
Our company invested in Tianjin Songzheng on July 29, 2015, with an investment amount of 110 million yuan, holding 892753600 shares (price of 12.32 yuan per share), with a shareholding ratio of 10%. Later, the company implemented employee stock ownership, and our shareholding ratio decreased to 9.60%. During this period, we received a dividend of 2 million yuan from Tianjin Songzheng in 2016 on April 7, 2017.
Profit and loss statement of Tianjin Songzheng from 2015 to 2021
Unit: 10000 yuan
Refers to 2015, 2016, 2017, 2018, 2019, 2020 and 2021
Target business
579523055745062830976187 Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) 392276620 Wuxi Chipown Micro-Electronics Limited(688508) 2873 operating income
3623462363499619884611456256184395145925863599260 cost period
1312374117601912742261010388116787115868071375222 expense profit
1014484808868 -368211 -527416 -430718356660 940.55 total net
Li 861107714745 -381036 -527416 -430718356660 940.55
Balance sheet of Tianjin Songzheng in December 2021
Target amount (10000 yuan)
Monetary capital 6862 accounts payable 5233
Accounts receivable 20953 advances 1326
Other receivables 129 other payables 490
Inventory 8401 total current liabilities 14621
Total current assets 35692 other non current liabilities 2830
Total fixed assets 10630 undistributed profits 14162
Intangible assets and deferred assets
795 total owner's equity 37563
Total production
Total liabilities and owner's equity
Total assets 55014
meter
5、 Specific transaction scheme
1. Equity transfer price
(1) Through consultation, all parties agree that Tianjin Songzheng repurchases 8927536 shares of Tianjin Songzheng held by the company, which is in line with the situation that the company repurchases shareholders' shares as stipulated in paragraph (I) of Article 142 of the company law of the people's Republic of China.
(2) From the date when the company receives all dividends and repurchase price corresponding to the subject shares it holds, the subject shares are enjoyed by Tianjin Songzheng. The company will automatically lose its shareholder status, no longer enjoy any shareholder rights, and no longer assume any shareholder responsibilities and obligations.
(3) After negotiation, the total consideration for the withdrawal of the company, including dividends and repurchase price, totaled 147304300 yuan. According to the resolution of the shareholders' meeting of Tianjin Songzheng, the dividend payment is calculated at 5.75 yuan / share, the total dividend to the company is 5133333200 yuan, and the repurchase price of 9597101200 yuan is paid to the company to purchase all Tianjin Songzheng shares held by the company.
2. Payment method:
(1) Within 5 working days from the effective date of the contract, Tianjin Songzheng shall pay all dividends and repurchase price under the contract to the account designated by the company.
3. Transaction effective conditions
The equity transfer agreement takes effect on the day after Tianjin Songzheng transfers the equity of its wholly-owned subsidiary Tianjin Songzheng Auto Parts Co., Ltd. and receives the first equity transfer payment. If Tianjin Songzheng fails to complete the signing of the delivery confirmation, this agreement will be automatically terminated and neither party shall be liable for breach of contract.
5、 Impact of transaction on the company
This equity transfer is in line with the company's overall strategic development plan, which is conducive to optimizing resources, concentrating advantageous resources, further improving the company's core competitiveness and overall economic benefits, and more long-term and steady development of the company.
6、 Documents for future reference
1. Resolutions of the ninth meeting of the ninth board of directors of the company;
2. Equity repurchase contract.
It is hereby announced.
Wanxiang Qianchao Co.Ltd(000559)
Board of directors
March 30, 2002
