Beiqi Foton Motor Co.Ltd(600166)
Summary of acquisition Report
Name of listed company: Beiqi Foton Motor Co.Ltd(600166) stock listing place: Shanghai Stock Exchange Stock abbreviation: Beiqi Foton Motor Co.Ltd(600166) Stock Code: Beiqi Foton Motor Co.Ltd(600166) purchaser: BAIC Motor Corporation Limited domicile / mailing address: No. 99 Shuanghe street, Shunyi District, Beijing concerted action person: Galaxy capital – Bohai Bank – BAIC Motor Group Industrial Investment Co., Ltd. asset manager domicile: room 519, floor 5, building 1, 687 dongdaming Road, Hongkou District, Shanghai mailing address : Yinhe business building, 3 / F, block A-F, courtyard 6, Yuetan West Street, Xicheng District, Beijing
Date of signature: March 31, 2002
Statement of the acquirer and its persons acting in concert
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the “interpretation” of the summary of this report.
1、 The summary of this report is prepared by the acquirer and its persons acting in concert in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the contents and forms of information disclosure of companies offering securities to the public No. 16 – Acquisition report of listed companies and other relevant laws, regulations and departmental rules.
2、 In accordance with the provisions of the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, and the standards for the content and format of information disclosure by companies offering securities to the public No. 16 – Acquisition report of listed companies, the summary of this report has fully disclosed the shares in which the acquirer and its concerted parties have interests in Beiqi Foton Motor Co.Ltd(600166) company.
As of the signing date of the summary of this report, except for the shareholding information disclosed in the summary of this report, the acquirer and its persons acting in concert have no interests in Beiqi Foton Motor Co.Ltd(600166) by any other means.
3、 The summary of this report signed by the acquirer and its persons acting in concert has been reviewed and approved by the relevant decision-making body, and has obtained the necessary authorization and approval. Its performance does not violate or conflict with any provision in the acquirer’s articles of association or internal rules.
4、 After the completion of this non-public offering, the total equity of Beiqi Foton Motor Co.Ltd(600166) held by the acquirer and its persons acting in concert exceeds 30% of the issued shares of the listed company, triggering the obligation of tender offer. According to Article 63 of the measures for the administration of the acquisition of listed companies, with the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in the shares in which he and the person acting in concert have interests in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within three years, and the general meeting of shareholders of the company agrees that the investor is exempt from making an offer, Investors can be exempted from making offers.
This non-public offering needs the approval or consent of the state-owned assets supervision and administration department or its authorized unit, the deliberation and approval of the general meeting of shareholders of the listed company, the consent of the general meeting of shareholders of the listed company to exempt the acquirer from tender offer, and the approval of the CSRC.
5、 This acquisition is based on the information stated in the summary of this report. Except for the acquirer and its persons acting in concert and the professional institutions hired, no other person has been entrusted or authorized to provide information not listed in the summary of this report and make any explanation or explanation on the summary of this report.
6、 The purchaser and its persons acting in concert promise that there are no false records, misleading statements or major omissions in the summary of this report, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
The acquirer and its persons acting in concert declare that two
catalogue three
interpretation…… five
Section 1 Introduction to the acquirer and its persons acting in concert six
1、 Basic information of the acquirer and its persons acting in concert six
2、 Controlling shareholders and actual controllers of the acquirer and its persons acting in concert seven
3、 The main business and main financial data of the acquirer and its persons acting in concert IV. punishment and litigation and arbitration of the purchaser and its persons acting in concert in the last five years
…… nineteen
5、 Directors, supervisors and senior managers of the acquirer and persons acting in concert Vi. brief information of the acquirer, persons acting in concert and their controlling shareholders and actual controllers with equity shares in other domestic and overseas listed companies reaching or exceeding 5% of the issued shares of the company
…… 7. The acquirer, persons acting in concert and their controlling shareholders and actual controllers hold more than 5% of the financial assets
Institutional equity twenty-two
Section 2 acquisition decision and acquisition purpose twenty-four
1、 The purpose of this acquisition twenty-four
2、 Plans to continue to increase or dispose of shares with interests in the next 12 months twenty-four
3、 The approval procedures that have been performed for this transaction and the approval of relevant departments that have not yet been performed twenty-four
Section III acquisition method twenty-five
1、 Shares in which the acquirer has interests before and after this transaction twenty-five
2、 The agreements and main contents involved in this transaction 25 III. there are restrictions on the rights of the shares of the listed company in which the acquirer and the person acting in concert have interests
…… twenty-eight
Section 4 exemption from making an offer twenty-nine
1、 Matters and reasons for exemption from making an offer twenty-nine
2、 Equity structure of listed companies before and after this acquisition twenty-nine
The purchaser declares that thirty
The person acting in concert declares that thirty-one
interpretation
In the summary of this report, unless the context indicates, the following abbreviations have the following meanings:
Listed company, Beiqi Foton Motor Co.Ltd(600166) refers to Beiqi Foton Motor Co.Ltd(600166)
The purchaser and BAIC group refer to BAIC Group Co., Ltd
Acting in concert, Galaxy capital – Bo
Bank of China – BAIC group industry refers to Galaxy capital – asset management plan for state-owned enterprises to increase their holdings of No. 1 assets
Investment Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Beijing SASAC refers to the state owned assets supervision and Administration Commission of Beijing Municipal People’s government
Beijing state owned Capital Management Co., Ltd
BAIC industrial investment refers to BAIC Group Industrial Investment Co., Ltd
This non-public offering refers to the non-public offering of A-Shares in Beiqi Foton Motor Co.Ltd(600166) 2022
This acquisition and transaction refers to the purchaser’s subscription for the non-public offering of A-Shares in Beiqi Foton Motor Co.Ltd(600166) 2022
Share subscription agreement refers to the share subscription agreement on non-public development of A-Shares signed by Beiqi Foton Motor Co.Ltd(600166) and BAIC group
The summary of this report refers to the summary of the acquisition report of BAIC Beiqi Foton Motor Co.Ltd(600166) Co., Ltd. prepared by the purchaser for this acquisition
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
There may be a tail difference between the sum of the itemized values and the total in the summary of this report, which is caused by rounding in the calculation of the data.
Section 1 Introduction to the acquirer and its persons acting in concert
1、 Basic information of the acquirer and its persons acting in concert
(I) basic information of the purchaser
Company name: BAIC Motor Group Co., Ltd
Date of establishment: June 30, 1994
Legal representative: Jiang Deyi
Company type: limited liability company (solely state-owned)
Unified social credit code 9111 Shenzhen Ecobeauty Co.Ltd(000010) 11596199
Registered address: No. 99, Shuanghe street, Shunyi District, Beijing
The registered capital is 19956508335 yuan
Business term: from April 6, 2001 to no fixed term
Shareholders: Beijing Guoguan holds 100% equity
Manufacturing automobiles (including light off-road vehicles, light and micro passenger and cargo vehicles, multi-function vehicles, special vehicles and cars), agricultural machinery, agricultural transport vehicles, motorcycles, internal combustion engines and auto parts; The operation and management of state-owned assets within the authorization; Investment and investment management; Design, develop and sell automobiles (including heavy trucks, large and medium-sized buses, light off-road vehicles, light and micro passenger and cargo vehicles, multi-functional vehicles, special vehicles, cars, electric vehicles and hybrid vehicles), agricultural machinery, agricultural transport vehicles, non road vehicles, motorcycles, internal combustion engines, auto parts, mechanical equipment, electrical equipment Parts processing equipment; Import and export of goods, import and export agency, technology import and export; Technology development, technical services, business scope, technical consultation and technology transfer; Design, produce, act as an agent and publish advertisements outside China; Information consultation (excluding intermediary services); Selling self-developed commercial houses; Renting commercial houses; Renting office space; estate management; Labor dispatch; Automobile enterprise management technology training; Computer technology training; Engineering survey and design; Engineering supervision; Road freight transportation; Warehousing services; Computer system services; Park management. (market entities shall independently choose business projects and carry out business activities according to law; road cargo transportation and projects subject to approval according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Mailing address: No. 99, Shuanghe street, Shunyi District, Beijing
Tel: 01056630825
(II) basic information of persons acting in concert
Galaxy capital Bohai bank BAIC Group Industrial Investment Co., Ltd. was established on August 25, 2015. BAIC Group Industrial Investment Co., Ltd. is the client of the asset management plan, and Galaxy Capital Asset Management Co., Ltd. is the asset manager, The asset management plan specifies to invest in equity financial products ( Beiqi Foton Motor Co.Ltd(600166) ( Beiqi Foton Motor Co.Ltd(600166) ) stock and new share subscription) and cash financial products (cash, bank demand deposits, bank time deposits, bank agreement deposits and other bank deposits, money market funds, etc.). As of the signing date of the summary of this report, Galaxy capital Bohai bank BAIC Group Industrial Investment Co., Ltd. holds 28000000 Beiqi Foton Motor Co.Ltd(600166) shares, and there are no other equity investments.
The basic information of the asset manager Galaxy Capital Asset Management Co., Ltd. is as follows:
Company name: Galaxy Capital Asset Management Co., Ltd
Date of establishment: April 22, 2014
Legal representative: Wu Lei
Company type: limited liability company
Unified social credit Code: 91310109301374655w
Registered address: room 519, floor 5, building 1, No. 687, dongdaming Road, Hongkou District, Shanghai
Registered capital: 100 million yuan
Business term 2014
