Securities code: Zhejiang Founder Motor Co.Ltd(002196) securities abbreviation: Zhejiang Founder Motor Co.Ltd(002196) Announcement No.: 2022032 Zhejiang Founder Motor Co.Ltd(002196)
Announcement on supplementary confirmation of related party transactions
The company and its directors, supervisors and senior managers guarantee that the contents of the announcement are true, accurate and accurate
Complete, and be responsible for false records, misleading statements or major omissions in the announcement.
Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as ” Zhejiang Founder Motor Co.Ltd(002196) ” and “the company”) held the 16th meeting of the 7th board of directors and the 10th meeting of the 7th board of supervisors on April 14, 2022, deliberated and adopted the proposal on supplementary confirmation of connected transactions, and the relevant matters are hereby announced as follows:
1、 Basic information of related party transactions
(I) supplementary confirmation of real estate leasing matters between Shanghai Haineng Automotive Electronics Co., Ltd. (hereinafter referred to as “Shanghai Haineng”) and Shanghai Runyang Chengtai new composite material Co., Ltd. (hereinafter referred to as “Shanghai Runyang Chengtai”)
On July 23, 2021, Shanghai Haineng signed a lease agreement with Shanghai Runyang Chengtai, agreeing that Shanghai Haineng will lease the 1113752 square meter real estate of Shanghai Runyang Chengtai located at No. 518, Hengheng Road, Jiading District, Shanghai. The lease term is from July 23, 2021 to June 30, 2023, with a total rent of 4.49 million yuan.
Shanghai Runyang Chengtai company is a company with Director Zou Jiansheng as the chairman (who resigned in August 2021). According to the stock listing rules of Shenzhen Stock Exchange, the transaction constitutes a connected transaction. The company failed to timely judge that the above transactions are related party transactions, so the above matters are hereby supplemented and submitted to the board of directors for deliberation.
(II) supplementary confirmation of general contracting matters between Zhejiang Xingjian Industrial Development Co., Ltd. (hereinafter referred to as “Zhejiang Xingjian”) and Jiangsu Zhongheng architectural design and Research Institute Co., Ltd. (hereinafter referred to as “Suzhou Zhongheng”)
On December 6, 2021, through public bidding, Zhejiang Xingjian as the employer, Jiangsu Zhongheng and Zhejiang Husheng Construction Technology Co., Ltd. as the contractor signed the EPC contract for Lishui power Valley future plant project, with a total contract amount of 222760289 yuan. As of December 31, 2021, the transaction amount has been 2397367238 yuan. Proposal on equity and related party transactions of Zhejiang Xingjian Industrial Development Co., Ltd. For this equity transfer, both parties signed an equity transfer agreement. After the equity transfer, Zhejiang Founder Motor Co.Ltd(002196) holds 100% equity of Zhejiang Xingjian.
Because the signing time of the EPC contract of Lishui power Valley future plant project was before Zhejiang Founder Motor Co.Ltd(002196) obtained the control of Zhejiang starship, Zhejiang Founder Motor Co.Ltd(002196) did not consider the transaction as a related party transaction. According to the provisions of the Listing Rules of Shenzhen Stock Exchange, the transaction constitutes a connected transaction. Therefore, the above matters are supplemented and submitted to the board of directors for deliberation. (III) supplementary confirmation of agent construction of Zhejiang Xingjian and Shanghai lvmai industrial city construction and Development Co., Ltd. (hereinafter referred to as “Shanghai lvmai industrial city”)
On October 15, 2021, Zhejiang Xingjian as the construction party and Shanghai lvmai industry city as the construction agent signed the project entrusted construction management contract. Shanghai lvmai industry city will provide agency construction services for the future plant project of Lishui power valley. The total contract amount is tentatively set at 12 million yuan. As of December 31, 2021, the transaction amount has been 339622637 yuan.
On December 31, 2021, Zhejiang Founder Motor Co.Ltd(002196) held the fourth extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the transfer of equity and related party transactions of Zhejiang Xingjian Industry Development Co., Ltd. For this equity transfer, both parties signed an equity transfer agreement. After the equity transfer, Zhejiang Founder Motor Co.Ltd(002196) holds 100% equity of Zhejiang Xingjian.
Because the signing time of the project entrusted construction management contract was before Zhejiang Founder Motor Co.Ltd(002196) obtained the control of Zhejiang starship, Zhejiang Founder Motor Co.Ltd(002196) did not consider the transaction as a related party transaction. Now, according to the provisions of the stock listing rules of Shenzhen Stock Exchange, the transaction constitutes a connected transaction. Therefore, the above matters are supplemented and submitted to the board of directors for deliberation.
(IV) lvmai urban transportation (Europe) Co., Ltd. (hereinafter referred to as “lvmai Europe”) and electronbus europezrt Supplementary confirmation of fund lending
In 2018, lvmai Europe signed an investment agreement with Ikarus electric zrtkr ü en m ü KDR é szv é NYT á RSAs á g to jointly establish electrobus Europe Zrt, in which lvmai Europe holds 49% and Ikarus electric zrtkruenmukdr é szv é NYT á RSAs á g holds 51%. According to green pulse Europe and electronbus Europe Zrt Under the loan agreements signed on July 15, 2020, March 30, 2021 and July 15, 2021, lvmai Europe provided loans of HUF 403000000, HUF 5000000 and HUF 1018250000 respectively. The interest rates were determined according to the Budapest interbank offered rate effective on the first day of each quarter plus 1.7%. The loans were paid off before August 10, 2023, June 15, 2023 and August 31, 2024 respectively. After that, electronbus Europe Zrt Some loans have been repaid successively. As of December 31, 2021, electronbus Europe Zrt It is necessary to repay the loan principal of lvmai Europe totaling HUF 161282 million (equivalent to RMB 3156759508) and interest of HUF 4949800 (equivalent to RMB 12781137).
On August 27, 2021, Zhejiang Founder Motor Co.Ltd(002196) held the 8th meeting of the 7th board of directors to consider the capital increase proposal of lvmai Europe. In December 2021, Zhejiang Founder Motor Co.Ltd(002196) completed the capital increase of lvmai Europe. After the capital increase, Zhejiang Founder Motor Co.Ltd(002196) held 71.88% shares, and lvmai Europe became the holding subsidiary of the company.
Based on the fact that the above-mentioned inter-bank lending occurred before Zhejiang Founder Motor Co.Ltd(002196) obtained the control of lvmai Europe, Zhejiang Founder Motor Co.Ltd(002196) did not consider the transaction as a related party transaction. Now, according to the provisions of the stock listing rules of Shenzhen Stock Exchange, the transaction constitutes a connected transaction. Therefore, the above matters are supplemented and submitted to the board of directors for deliberation.
2、 Introduction to related parties and related relationships
(I) Shanghai Runyang Chengtai new composite material Co., Ltd
1. Basic information
Unified social credit Code: 91310114ma1gyaj822
Date of establishment: June 24, 2021
Legal representative: Yin Yanli
Registered capital: 100 million yuan
Business scope: general items: Sales of high-performance fibers and composites; Research and development of carbon fiber recycling technology; Sales of metal matrix composites and ceramic matrix composites; Sales of high-performance sealing materials; Mold sales; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Research and development of new material technology; Non residential real estate leasing. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license).
2. Association relationship
Zou Jiansheng, a director of the company, served as the chairman of the company and resigned in August 2021. According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, the company is a related party of Zhejiang Founder Motor Co.Ltd(002196) .
(II) Jiangsu Zhongheng architectural design and Research Institute Co., Ltd
1. Basic information
Unified social credit Code: 913210031412757612
Date of establishment: March 12, 1991
Legal representative: Sun Honglei
Registered capital: 40million yuan
Business scope: Class A in construction industry (Construction Engineering). (it can undertake class a special engineering design business within the corresponding scope of architectural decoration engineering design, architectural curtain wall engineering design, light steel structure engineering design, building intelligent system design, lighting engineering design and fire-fighting facilities engineering design. It can engage in the corresponding general contracting business of construction engineering, project management and relevant technical and management services within the scope of qualification certificate.) (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) licensed projects: various engineering construction activities; Preparation of land and space planning (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results) general projects: engineering management services; Industrial engineering design services; Foreign contracted projects; Engineering and technical research and test development; Landscape engineering construction; Sales of building materials; Leasing of construction machinery and equipment; Sales of building decoration materials; Mechanical equipment leasing; Sales of mechanical equipment; Sales of technical glass products; Engineering cost consulting business; Planning and design management; Information consulting services (excluding licensed information consulting services); Professional design services (except for projects subject to approval according to law, carry out business activities independently according to law with business license) 2. Affiliated relationship
The company is indirectly controlled by CRRC Urban Transportation Co., Ltd., with an indirect shareholding ratio of 70%. CRRC Urban Transportation Co., Ltd. is the indirect controlling shareholder of Zhejiang Founder Motor Co.Ltd(002196) . According to article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange, the company is an affiliated party of Zhejiang Founder Motor Co.Ltd(002196) .
(III) Shanghai lvmai industrial city construction and Development Co., Ltd
1. Basic information
Unified social credit Code: 91310120ma1hmjwd6q
Date of establishment: June 15, 2017
Legal representative: Yang Zhifeng
Registered capital: 646552 million yuan
Business scope: planning, design, investment and construction of urban transportation projects, technology development, technical consultation, technical service and technology transfer in the fields of new energy electric vehicles, urban transportation and building intelligent technology, construction project management services, real estate development and operation, real estate consultation, wholesale and retail of building materials and metal materials, planning, design, investment and construction of urban intelligent parking garage system, Professional construction of municipal public construction projects, highway construction projects, environmental protection construction projects, professional construction of river and lake regulation construction projects, professional construction of port and coastal construction projects, integration of design and construction of building intelligent construction projects, integration of design and construction of building decoration construction projects, construction of landscaping projects, construction of building construction projects, professional construction of building electromechanical installation and construction projects, Earthwork construction, professional construction, business information consulting, enterprise management services. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
2. Association relationship
The company is a company with Gu Yifeng, a director of CRRC Transportation Co., Ltd., as the chairman. CRRC Urban Transportation Co., Ltd. is the indirect controlling shareholder of Zhejiang Founder Motor Co.Ltd(002196) and is the related party of Zhejiang Founder Motor Co.Ltd(002196) according to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange.
(Ⅳ)ELECTROBUS EUROPE ZRT.
1. Basic information
Company Registration No.: 01-10049884
Date of establishment: June 28, 2018
Legal representative: -, Peijie
Registered capital: HUF 194300000
Registered address: 50-52 Shanghai New World Co.Ltd(600628) street, Budapest, Hungary
Business scope: committed to the production and development of electric buses that can be integrated into modern and sustainable public transport.
2. Association relationship
Electronbus Europe zrt It is a company in which lvmai city transportation (Europe) Co., Ltd., a holding subsidiary of Zhejiang Founder Motor Co.Ltd(002196) holds shares, with a share participation ratio of 49%. Meanwhile, Feng Rong, chairman of Zhejiang Founder Motor Co.Ltd(002196) serves as the executive manager of the company. According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, the company is an affiliated party of Zhejiang Founder Motor Co.Ltd(002196) .
3、 Pricing policy and basis
1. The rent standard of Shanghai Haineng and Shanghai Runyang Chengtai related leases is based on the market price of similar leases in the place where the house is located, which is determined by both parties through friendly negotiation.
2. The related party transactions involved in the general contracting of the projects of Zhejiang Xingjian and Suzhou Zhongheng are due to the needs of the company’s project construction, according to the market-oriented principle, through the public bidding procedures, sign relevant contracts on the basis of equality and voluntariness of both parties, perform the internal approval and other procedures of the company, implement the contract and pay according to the project progress.
3. The related party transactions involved in the agent construction of the project of Zhejiang Xingjian and Shanghai lvmai industrial city are due to the needs of the company’s project construction, according to the market-oriented principle, the relevant contracts are signed on the basis of equality and voluntariness of both parties, the internal approval and other procedures of the company are performed, implemented in accordance with the contract and paid according to the project progress.
4. Green vein Europe and electronbus Europe Zrt The loan shall be determined according to the Budapest interbank offered rate effective on the first day of each quarter plus 1.7%. The loan interest shall be calculated from the date of arrival of the loan amount in combination with the actual term of use. The pricing standard shall be based on the market price and determined by both parties through friendly negotiation. And according to the agreement, electronbuseurope Zrt Another shareholder, Ikarus electric zrtkruen mukdr é szv é NYT á RSAs á g, has first transferred shares to the joint venture company electrobus Europe Zrt Provide loans.
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