Securities code: Beiqi Foton Motor Co.Ltd(600166) securities abbreviation: Beiqi Foton Motor Co.Ltd(600166) No.: lin2022030 Beiqi Foton Motor Co.Ltd(600166)
Announcement on signing a conditional subscription agreement for non-public offering of A-Shares and related party transactions with specific objects
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the contents of this announcement
And bear individual and joint liabilities for the authenticity, accuracy and integrity of its contents. Important content tips:
Beiqi Foton Motor Co.Ltd(600166) (hereinafter referred to as “the company” or ” Beiqi Foton Motor Co.Ltd(600166) “) intends to issue 1428571428 ordinary shares with a par value of RMB 1.00 per share (hereinafter referred to as this non-public offering) to BAIC Group Co., Ltd. (hereinafter referred to as “BAIC group”). BAIC group, the object of this issuance, is the controlling shareholder of the company and the related party of the company. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, this non-public offering constitutes a related party transaction.
On March 31, 2022, the seventh meeting of the eighth board of directors and the board of supervisors of the company in 2022 deliberated and approved the proposal on the company’s non-public development and issuance of A-Shares in 2022 and the proposal on the company’s non-public development and issuance of A-Shares in 2022 The related directors abstained from voting on the proposals related to this non-public offering, such as the proposal on the signing of the conditional effective share subscription agreement for A-Shares of non-public development banks and related party transactions between the company and the subscription objects of non-public development banks. The company and the controlling shareholder BAIC Group signed a conditional effective share subscription agreement for non-public development of A-share shares.
This non-public offering still needs the approval or consent of the state-owned assets supervision and administration department or its authorized unit, the deliberation and approval of the company’s general meeting of shareholders and the approval of the CSRC. Whether the non-public offering can obtain the above approval and the time of obtaining the above approval are uncertain. Investors are reminded to pay attention to investment risks.
1、 Overview of related party transactions
The company plans to issue 1428571428 RMB ordinary shares with a par value of RMB 1.00 each to BAIC group, the controlling shareholder, accounting for 21.73% of the total share capital of the company before the issuance, not more than 30%. The final number of shares to be issued shall be subject to the number approved by the CSRC. BAIC group will subscribe in RMB cash for all the shares of the company’s non-public offering, with a subscription amount of 29999999880 yuan. After deducting the issuance expenses, the company will be used to supplement working capital and repay debts.
The object of this non-public offering is BAIC group, which is the controlling shareholder of the company and the related party of the company. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, this non-public offering constitutes a related party transaction. This transaction does not constitute a major asset restructuring.
2、 Review procedures of related party transactions
On March 21, 2022, the company sent a series of proposals on the non-public offering of A-Shares in 2022 at the seventh meeting of the eighth board of directors in 2022 to all directors by e-mail and personal delivery. The meeting was held in accordance with the provisions of the company law and the articles of association.
Four independent directors of the company gave their prior approval opinions on matters related to the company’s non-public offering of A-Shares in 2022, agreed to submit them to the board of directors for deliberation, and the related directors should avoid voting, and expressed their independent opinions in favor of the proposal. (I) directors dispatched by Beijing state owned Capital Operation Management Co., Ltd. avoided voting. Voting conditions:
The company has 11 directors in total. In accordance with the relevant provisions of the rules, the related directors Gu Xin, Wang Xuequan and Jiao Ruifang avoided voting. As of March 31, 2022, a total of 8 valid votes have been received. The board of directors deliberated and adopted the proposal on the company’s 2022 non-public development of A-Shares and the proposal on the company’s 2022 non-public development of A-Shares by 8 votes in favor, 0 against and 0 abstention A series of proposals related to this non-public offering, such as the proposal on the signing of conditional and effective share subscription agreement for A-share shares of non-public development banks and related party transactions between the company and non-public development banks.
(II) the directors dispatched by Beijing state owned Capital Operation Management Co., Ltd. do not avoid voting. Voting conditions:
The company has 11 directors in total. In accordance with the relevant provisions of the rules, Gu Xin and Wang Xuequan, the related directors, abstained from voting. As of March 31, 2022, 9 valid votes have been received. With 9 affirmative votes, 0 negative votes and 0 abstention, the board of directors deliberated and adopted the proposal on the company’s 2022 non-public development plan of A-Shares and the proposal on the company’s 2022 non-public development plan of A-Shares A series of proposals related to this non-public offering, such as the proposal on the signing of conditional and effective share subscription agreement for A-share shares of non-public development banks and related party transactions between the company and non-public development banks.
This non-public offering must be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval, the state-owned assets supervision and administration department or its authorized unit for approval or consent, and the CSRC for approval.
3、 Introduction to related parties
(I) basic information
Company name: BAIC Motor Group Co., Ltd
Legal representative: Jiang Deyi
Registered address: No. 99, Shuanghe street, Shunyi District, Beijing
Registered capital: 19956508335 yuan
Date of first industrial and commercial registration: June 30, 1994
Unified social credit Code: 9111 Shenzhen Ecobeauty Co.Ltd(000010) 11596199
Company type: limited liability company (solely state-owned)
Business term: from April 6, 2001 to no fixed term
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 and parts processing equipment; Business scope of import and export of goods and agency: import and export, technology import and export; Technology development, technical services, 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.)
As of the announcement date, BAIC group directly held 1805288934 shares of the company and indirectly held 28000000 shares of the company through Galaxy capital Bohai bank BAIC Group Industrial Investment Co., Ltd., with a total shareholding ratio of 27.89%, which is the controlling shareholder of the company; The state owned assets supervision and Administration Commission of Beijing Municipal People’s government is the actual controller of BAIC group.
(II) brief financial data of the latest year
Unit: 10000 yuan
December 31, 2020 / September 30, 2021 / January September 2021
Total assets 44891956304508442555
Total liabilities 3 Hengxin Shambala Culture Co.Ltd(300081) 4952883959265
Owner’s equity 11891141351624483290
Total operating income 29009565412045204465
Total profit 177869808156388093
Net profit 9215472294240710
Note: the above financial data in 2020 have been audited by Grant Thornton Certified Public Accountants (special general partnership), and the financial data from January to September 2021 have not been audited.
(III) description of association relationship
Before this non-public offering, BAIC group directly and indirectly held a total of 27.89% of the shares of the company and was the controlling shareholder of the company.
(IV) upon inquiry, BAIC group was not included in the list of dishonest Executees.
4、 Subject matter of related party transactions
The subject matter of this transaction is the non-public offering of RMB common shares (A shares) of the company. BAIC group plans to subscribe for 1428571428 shares of the company’s non-public offering (the final number of shares subscribed shall be subject to the number approved by the CSRC).
5、 Pricing policy and basis of related party transactions
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the seventh meeting of the eighth board of directors in 2022 (April 1, 2022), and the issue price is 2.10 yuan / share, 20 days before the benchmark trading day of stock pricing = 20 days before the benchmark trading day of stock pricing of the company.
If the company’s shares have ex right and ex interest matters such as cash dividend, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this non-public offering to the issuance date, the issuance price will be adjusted accordingly.
6、 Main contents of related party transaction agreement
On March 31, 2022, the company and the controlling shareholder BAIC Group signed the share subscription agreement for non-public development of A-share shares. The main contents of the agreement are as follows:
(I) agreement subject
Issuer: Beiqi Foton Motor Co.Ltd(600166)
Subscriber: BAIC Motor Corporation Limited
(II) share issuance and issuing price, subscription quantity and subscription method
1. The issuer agrees to issue domestic listed RMB ordinary shares (A shares) with a par value of RMB 1.00 per share to the subscriber in the form of non-public offering on the premise that all the preconditions specified in Article 6 of this Agreement are met. 2. The issuing price of this offering is 2.10 yuan / share, which is no less than 80% of the average trading price of the issuer’s A-Shares 20 trading days before the pricing benchmark date (two decimal places are reserved according to the “progressive method”).
The calculation formula of “the average trading price of the issuer’s A-Shares 20 trading days before the pricing benchmark date” is (the following parameters shall use the data officially published by Shanghai Stock Exchange): the average trading price of the issuer’s A-Shares 20 trading days before the pricing benchmark date = the total trading volume of the issuer’s A-Shares 20 trading days before the pricing benchmark date / the total trading volume of the issuer’s A-Shares 20 trading days before the pricing benchmark date.
If the issuer has ex right and ex interest matters such as cash dividend, share distribution and conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, the issuance price of this issuance will be adjusted accordingly. The specific adjustment formula is as follows:
Cash dividend: P1 = p0-d
Where P0 is the issue price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted into share capital per share, and P1 is the issue price after adjustment.
3. The Subscriber agrees to subscribe for the issuer’s non-public offering shares in cash with a total amount of 29999999880 yuan. The number of shares subscribed is determined by the subscription amount of 29999999880 yuan divided by the issue price of 2.10 yuan / share, that is, the subscription number is 1428571428 shares, which does not exceed 30% of the issuer’s total share capital before the offering. The final number of shares issued is subject to the number of shares approved by the CSRC.
If the issuer has ex right and ex interest matters such as cash dividend, share distribution, conversion of capital reserve into share capital, additional issuance of new shares or allotment of shares from the pricing benchmark date to the issuance date, this issuance shall be terminated
