Securities code: 300582 securities abbreviation: Inventronics (Hangzhou) Inc(300582) Announcement No.: 2022-006 Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd
Announcement on performance commitments and progress of foreign investment of joint stock companies
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、 Basic information of foreign investment
On July 23, 2020, Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd. (hereinafter referred to as "the company") held the 35th meeting of the second board of directors, deliberated and adopted the proposal on foreign investment and capital increase of Zhejiang auswell Electric Technology Co., Ltd, It is agreed that the company will increase the capital of Zhejiang auswell Electric Technology Co., Ltd. (hereinafter referred to as "auswell" or "target company") with its own capital of 15 million yuan. For this capital increase, the company has signed the capital increase agreement of Zhejiang auswell Electric Technology Co., Ltd. (hereinafter referred to as the "capital increase agreement") with the target company and its shareholders Cao Guanhui, Liu Yilai, Hangzhou Aohui enterprise management consulting partnership (limited partnership), Wang Yu and Huzhou Yingshi equity investment partnership (limited partnership), and paid in all the capital increase, Auswell has completed the corresponding industrial and commercial change registration procedures.
For details, please refer to the company's website (www.cn. Info. Com. CN.) Announcement on foreign investment and capital increase of Zhejiang auswell Electric Technology Co., Ltd. and relevant progress announcements (Announcement No.: 2020-076, 2020-079 and 2020-099).
2、 Performance commitment
Article 8 of the capital increase agreement stipulates: "if the target company and / or its existing shareholders violate the statements and guarantees listed in Appendix A of the capital increase agreement, resulting in a deviation in the basis of this capital increase, Inventronics (Hangzhou) Inc(300582) has the right (but not the obligation) to require the target company and / or the actual controller to repurchase all or part of its equity at the repurchase price. Inventronics (Hangzhou) Inc(300582) Priority should be given to the target company to undertake the repurchase obligation (if the company needs to raise repurchase funds by selling assets, dividends, capital reduction or other methods permitted by applicable laws, the existing shareholders of the target company agree to cooperate and provide assistance). "
According to Appendix A of the capital increase agreement, the actual controller and the target company promise to achieve the following business objectives: (1) the audited non net profit ("net profit") of the target company from August 1, 2020 to July 31, 2021 (the "first year commitment period") is RMB 12 million; And (2) the audited net profit deducted by the subject company from August 1, 2021 to July 31, 2022 (the "second year commitment period") is 24 million yuan.
Both the actual controller and the target company confirm and agree that the sum of the actual net profits during the performance commitment period is less than 50% of the total committed net profits; Or the actual net profit in the first year commitment period is less than 40% of the commitment performance in that period, which will trigger the repurchase obligation in Article 8 of this agreement. The investor has the right (but not the obligation) to require the repurchase obligor to repurchase all or part of its equity in accordance with Article 8 of this agreement.
3、 Completion of performance commitments and reasons
During the first year commitment period (August 1, 2020 to July 31, 2021), the target company achieved a net profit of - 34.28 million yuan (data Unaudited), and failed to achieve the business objectives of the first year commitment period.
Reasons for incomplete performance commitment: the sudden covid-19 epidemic in 2020 led to the shortage of vehicle specification chips since the end of 2020, which affected the purchase plan and purchase cost of the target company, thus affecting its supply capacity, and then its operating revenue and profitability.
4、 Progress in fulfilling performance commitments
(I) measures taken
After the deliberation and approval of the 13th meeting of the third board of directors held on December 9, 2021, the company signed the supplementary agreement to the capital increase agreement of Zhejiang auswell Electric Technology Co., Ltd. (Announcement No.: 2021-088) with the target company and relevant shareholders, in which the performance commitments are as follows:
1. The commitment period of the actual controller and the target company's business objectives in Article 4 of Appendix A of the original agreement shall be postponed, and the business objectives shall remain unchanged, that is, the commitment period of the first year is from August 1, 2021 to July 31, 2022, and the commitment period of the second year is from August 1, 2022 to July 31, 2023. The aforesaid business objectives of the first year commitment period and the second year commitment period are consistent with the business objectives of the first year commitment period and the second year commitment period of the original agreement respectively.
2. The parties confirm that if the business objectives of the new commitment period still trigger the repurchase obligation after the extension of the above commitment period, Inventronics (Hangzhou) Inc(300582) has the right (but not the obligation) to require the repurchase obligor to repurchase all or part of its equity according to Article 8 of the original agreement, and other shareholders of auswell agree to cooperate and provide assistance.
3. The parties confirm that the commitment period of the actual controller and the target company's business objectives will be postponed, but Inventronics (Hangzhou) Inc(300582) still reserves the right to require the repurchase obligor to repurchase all or part of its equity at any time according to its independent judgment from August 1, 2021 to July 31, 2022.
The above agreement involves the change of performance commitment of the target company and its related parties, and the company will supplement and submit this matter to the general meeting of shareholders for deliberation.
(II) reasons and effects of the above measures
1. As a national key strategic development industry, new energy vehicles have great market demand potential in the future. As a supplier of electric drive and electronic control system of new energy vehicles, auswell mainly provides on-board motor controllers and motor products of new energy vehicles for main engine manufacturers. At present, it still has a stable customer base, Moreover, it still has product technical advantages in the products of single tube parallel motor controller. After the shortage of raw materials is alleviated, it is still expected to make great progress.
2. The company's capital increase in auswell is an important measure for the company to layout the new energy vehicle industry. It can establish a closer business collaboration with the target company, expand the company's market share in products such as charger, DCDC, power station charger and balancer of new energy vehicle battery system, and improve the company's profitability. However, considering the uncertainty of the new energy vehicle industry market and the uncertainty of the target company as a start-up enterprise, in the capital increase agreement, the company has made it clear that it has the right to ask for share repurchase based on the completion of the performance objectives of the target company, so as to protect the interests of the company. While extending the commitment period of business objectives in the statements and guarantees listed in Appendix A of the original capital increase agreement, the company reserves the right to require auswell and its actual controller to repurchase all or part of its equity at any time according to independent judgment from August 1, 2021 to July 31, 2022 according to Article 8 of the capital increase agreement, It does not derogate from the rights enjoyed by the company under the original capital increase agreement.
3. In this foreign investment, the company increased its holdings of oswell with its own capital of 15 million yuan, accounting for 1.41% of the latest audited net assets at the time of investment. After the capital increase, the company held 7.5% shares of oswell. After that, auswell implemented a new round of capital increase, and the company currently holds 7.23% shares of auswell. The company has a small amount of foreign investment and a small proportion of shares in the target company. Up to now, this foreign investment has little impact on the company.
To sum up, the measures taken to postpone the commitment period of relevant business objectives are adjustments made according to the current objective situation, guided by long-term interests, and changing the performance commitment scheme is in line with the interests of transaction related parties.
It is hereby announced.
Board of directors of Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd. January 10, 2022
