Stock abbreviation: Yinyi Co.Ltd(000981) Stock Code: Yinyi Co.Ltd(000981) Announcement No.: 2022025 Yinyi Co.Ltd(000981)
Announcement on the progress of terminating the acquisition of assets and related party transactions
All members of the board of directors of the company guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Overview of this acquisition of assets and related party transactions
Yinyi Co.Ltd(000981) (hereinafter referred to as “the company” or “Yinyi shares”) deliberated and adopted the proposal on asset acquisition and related party transactions at the second interim meeting of the eighth board of directors held on March 11, 2022, That is, Ningbo Zhizhi Enterprise Management Co., Ltd. (hereinafter referred to as “Ningbo Zhizhi enterprise management”), a wholly-owned subsidiary of the company, plans to acquire 5.2020% equity (hereinafter referred to as “target equity”) of xiaolinggou Travel Technology Co., Ltd. (hereinafter referred to as “xiaolinggou travel”) held by Jiaxing Jiale investment partnership (limited partnership) (hereinafter referred to as “counterparty”), with a transaction consideration of 260.1 million yuan. For details, please refer to the announcement on asset acquisition and related party transactions (Announcement No.: 2022018) disclosed by the company on China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com on March 15, 2022.
Since Mr. Xu Bing, the current director of the company, is the current director of xiaolinggou travel, xiaolinggou is a related party of the company in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (revised in 2022). This transaction has constituted a connected transaction, but this connected transaction does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, nor does it constitute a reorganization and listing.
2、 Strategic considerations for the acquisition of assets
Based on the important deployment of the reorganized Yinyi new energy strategy, the company is making every effort to build a full ecological chain of the new energy vehicle industry. It plans to quickly enter the new energy vehicle track and occupy a certain leading position in the new energy vehicle industry with the help of the existing and mature new energy vehicle manufacturing platform and operation platform. The company’s participation in xiaolinggou trip is mainly based on the following considerations:
(I) xiaolinggou travel is a mature new energy vehicle operation platform
Xiaolinggou travel is a new energy vehicle travel scheme service provider. Its main business includes leasing services, vehicle residual value management, financial services, second-hand car sales, dismantling and scrapping, etc. After more than six years of intensive operation, xiaolinggou travel has laid out a national channel network and formed unique product advantages and market awareness. At present, it has more than 800 direct / franchise stores in more than 80 cities such as Hangzhou, Wuhan, Nanjing, Xiamen and Ningbo, has formed strategic cooperative relations with more than 20 main engine plants, and has put into operation nearly 100000 new energy vehicles.
The purpose of this equity participation in xiaolinggou travel is to enable the company to quickly obtain the mature new energy vehicle operation capacity, operation channels and operation resources of xiaolinggou travel, and help the company quickly convert from new energy manufacturing field to operation field to achieve seamless connection.
(II) efficient integration of the company’s new energy vehicle manufacturing and operation
At present, the company is actively participating in the reorganization of Zhidou automobile and plans to obtain the actual control and independent operation rights of Zhidou automobile. As the only eight enterprises with independent and complete new energy vehicle production qualification approved by the national development and Reform Commission and the Ministry of industry and information technology, Zhidou automobile has very mature experience in new energy vehicle production and manufacturing, and is an important platform for the company to enter the new energy vehicle manufacturing. As one of the largest new energy vehicle operation platforms in China, xiaolinggou travel has formed an industry barrier composed of five core advantages: full link construction, rich platform resources, strong operation system, sound network layout and considerate nanny service. This equity participation in xiaolinggou travel can help the company integrate new energy vehicle manufacturing and operation services more quickly, efficiently and comprehensively.
(III) xiaolinggou’s innovative and optimized business model helps the development of the company
Relying on the national “double carbon” strategy, xiaolinggou travel is comprehensively improving its business expansion in the field of new energy vehicle circulation based on its accumulated operation experience of new energy vehicles for more than six years and its first mover advantage in the residual value management business of new energy vehicles. At the same time, the company has actively arranged to take the exclusive customized new energy intelligent logistics vehicle as the carrier to provide customers such as logistics transportation enterprises, e-commerce platform enterprises and cargo owner enterprises with vehicle rental and sale, logistics information, charging and replacement operation and maintenance and other vehicle life-cycle management services, and is committed to building a new energy logistics vehicle life-cycle management and ecological operation service platform with use right instead of ownership, so as to establish a green intelligent logistics ecosystem.
With the rapid development of China Shanxi Guoxin Energy Corporation Limited(600617) automobile, under the huge market scale and innovative business model, promote the transformation of enterprises to products, services, operations and other links. As an enterprise focusing on the development of new energy vehicles, xiaolinggou travel is in line with the national “carbon peak”, “carbon neutralization” and green environmental protection development strategy. It is also highly consistent with the company’s new energy strategy, which helps to form a joint force with the company’s industrial layout and help the company’s future development.
In conclusion, the value of xiaolinggou travel in the company’s new energy strategy is extremely important, which is in line with the interests of listed companies and all shareholders.
3、 Reasons for the termination of the acquired assets
Recently, Ningbo knew that the enterprise management received a letter from xiaolinggou travel, which mentioned that according to Article 26 of the articles of association of xiaolinggou travel, “for the equity transferred with the consent of shareholders, other shareholders have the preemptive right under the same conditions”, at present, other shareholders of xiaolinggou travel have raised objections to the equity transfer. Accordingly, after careful study, the company decided to terminate the acquisition. If the subsequent company is still willing to continue to promote the transaction, the company will re demonstrate the relevant matters and timely perform the corresponding review procedures and information disclosure obligations in strict accordance with the relevant provisions.
4、 Procedures for the termination of the acquisition of assets and its impact on the company
1. The termination of the acquisition of assets and related party transactions has been deliberated and approved at the third interim meeting of the eighth board of directors of the company, and Mr. Xu Bing, a related director, avoided the vote. The independent directors of the company approved the related party transaction in advance and expressed independent opinions, and have no objection to the related party transaction. This transaction does not need to be submitted to the general meeting of shareholders for deliberation and approval.
2. Up to now, the company has not paid the transaction consideration to the counterparty, and the termination of the acquisition of the underlying equity will not have an adverse impact on the company’s production and operation.
It is hereby announced.
Yinyi Co.Ltd(000981) board of directors
April 2, 2002
