Securities code: 002865 securities abbreviation: Hainan Drinda Automotive Trim Co.Ltd(002865) Announcement No.: 2022-008
Hainan Drinda Automotive Trim Co.Ltd(002865)
Suggestive announcement on planning major asset sales and related party transactions
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. Important content tips:
1. Hainan Drinda Automotive Trim Co.Ltd(002865) (hereinafter referred to as "the company", "listed company" Hainan Drinda Automotive Trim Co.Ltd(002865) ") is planning major asset sales. Recently, the company signed the asset sales intention agreement with Hainan Yang family Technology Investment Co., Ltd. (hereinafter referred to as" Yang Investment "or" counterparty "). The company plans to sell to Yang's investment 100% equity of Suzhou Junda Automobile Technology Co., Ltd. (hereinafter referred to as "Suzhou Junda"), 100% equity of Hainan Xinsu molding industry and Trade Co., Ltd. (hereinafter referred to as "Hainan Xinsu") and Hainan Drinda Automotive Trim Co.Ltd(002865) asset groups related to automobile trim business other than the equity of Suzhou Junda and Hainan Xinsu.
2. The counterparty of this transaction is Hainan Yang family Technology Investment Co., Ltd., which is an enterprise controlled by the actual controller of the company. This transaction constitutes a related party transaction. After preliminary research and calculation, this transaction is expected to constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
3. The transaction is still in the planning stage, and the asset sale intention agreement signed this time is only an intention agreement. The specific scheme of this transaction still needs further demonstration, communication and negotiation. Whether it can be implemented finally still needs to perform the necessary decision-making and approval procedures.
4. There is uncertainty in this transaction. According to the relevant provisions of the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 2 - suspension and resumption business, the trading of the company's shares will not be suspended. The company will timely perform the disclosure obligations according to the transaction progress. Please pay attention to investment risks.
1、 Overview of this transaction
In order to reduce operating risks, raise funds to develop photovoltaic cell business and enhance the company's sustainable operation ability, the company plans to sell 100% equity of Suzhou Junda held by Yang investment Hainan Xinsu has 100% equity and Hainan Drinda Automotive Trim Co.Ltd(002865) holds asset groups related to auto trim business (hereinafter collectively referred to as "target assets") in addition to the equity of Suzhou Junda and Hainan Xinsu, and recently signed the asset sale intention agreement with Yang investment. According to the stock listing rules of Shenzhen Stock Exchange and the administrative measures for major asset restructuring of listed companies According to the relevant provisions of laws and regulations, this transaction constitutes a connected transaction. After preliminary calculation, this transaction is expected to constitute a major asset reorganization.
The transaction price has not been determined yet. The specific transfer price is proposed to be based on the evaluation value determined by the asset evaluation institution with securities business qualification after evaluating the subject asset on October 31, 2021 as the base date, which shall be determined by both parties through negotiation. After reaching the final transaction scheme, it shall be submitted to the board of directors and the general meeting of shareholders for deliberation. 2、 Basic information of counterparty
Name: Hainan Yang family Technology Investment Co., Ltd
Unified social credit Code: 91320507564313109k
Legal representative: Xu Xiaoping
Registered address: No. a5002-695, zone A1, Fuxing City, No. 32 Binhai Avenue, Longhua District, Haikou City, Hainan Province enterprise type: limited liability company (invested or controlled by natural person)
Registered capital: 64 million yuan
Business term: November 4, 2010 to November 3, 2040
Business scope: general items: venture capital (limited to investment in unlisted enterprises) (except for licensed business, it can independently operate projects not prohibited or restricted by laws and regulations)
After the company's inquiry on the website of the Supreme People's court, it does not belong to the "dishonest executee".
Yang's investment is an enterprise controlled by the actual controller of the company, and this transaction constitutes a connected transaction.
3、 Basic information of transaction object
(I) Name: Hainan Xinsu molding industry and Trade Co., Ltd
1. Basic information
Unified social credit Code: 91460100760391681a
Legal representative: Xu Yong
Registered address: plot m-27, Haima Industrial Park (phase II), Haikou high tech Zone
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered capital: 5 million yuan
Business term: September 16, 2004 to September 16, 2024
Business scope: licensed items: accommodation services; Liquor business; Import and export of goods (for items subject to approval according to law, business activities can be carried out only after approval by relevant departments) general items: mold manufacturing; Mold sales; Professional design services; Manufacturing of special equipment for plastic processing; Research and development of new material technology; Hardware product manufacturing; Wholesale of hardware products; Retail of hardware products; Plastic products manufacturing; Sales of plastic products; Information technology consulting services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of new energy vehicles; Sales of electric accessories of new energy vehicles; hotel management; Travel agency service outlets, tourism solicitation and consulting services; China trade agency; Sales of maternal and infant supplies; Sales of daily necessities; Sales of daily necessities; Sales of household appliances; Sales of electronic products; AI hardware sales; Cosmetics retail; Wholesale of cosmetics; Sales of personal hygiene products; Internet sales (except for the sale of goods that need to be licensed) (in addition to the licensed business, it can independently operate projects that are not prohibited or restricted by laws and regulations)
2. Current ownership structure:
Name of shareholder subscribed capital contribution (10000 yuan) shareholding ratio
Hainan Drinda Automotive Trim Co.Ltd(002865) 500 100%
(II) Name: Suzhou Junda Automobile Technology Co., Ltd
1. Basic information
Unified social credit Code: 91320507ma20uxce90
Legal representative: Xu Xiaoping
Registered address: first floor, complex building, No. 899, Fengyang Road, Weitang Town, Xiangcheng District, Suzhou
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered capital: 377.3804 million yuan
Business term: January 22, 2020 to no fixed term
Business scope: licensed items: import and export of goods; Technology import and export (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business items shall be subject to the approval results) general items: manufacturing of auto parts and accessories; Mold manufacturing; Metal tool manufacturing; Plastic products manufacturing; Auto parts retail; Retail of hardware products; Wholesale of plastic products; Warehousing services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
2. Current ownership structure:
Name of shareholder subscribed capital contribution (10000 yuan) shareholding ratio
Hainan Drinda Automotive Trim Co.Ltd(002865) 37738.04 100%
(III) Hainan Drinda Automotive Trim Co.Ltd(002865) held asset groups related to auto trim business except the equity of Suzhou Junda and Hainan Xinsu
The asset group related to the auto trim business held by Hainan Drinda Automotive Trim Co.Ltd(002865) except the equity of Suzhou Junda and Hainan Xinsu is the assets and liabilities related to the auto trim business of listed companies except the equity of Suzhou Junda and Hainan Xinsu.
4、 Main contents of the agreement of intent
Party A: Hainan Drinda Automotive Trim Co.Ltd(002865) (transferor)
Party B: Hainan Yang family Technology Investment Co., Ltd. (transferee)
1. Transaction scheme
The listed company plans to sell to Yang's investment its 100% equity of Suzhou Junda Automobile Technology Co., Ltd., 100% equity of Hainan Xinsu molding industry and Trade Co., Ltd., Hainan Drinda Automotive Trim Co.Ltd(002865) asset group related to automobile trim business in addition to the equity of Suzhou Junda and Hainan Xinsu (hereinafter collectively referred to as the "subject matter").
Both parties agree to hire an asset appraisal institution with securities business qualification to evaluate the overall value of the subject matter on the base date of October 31, 2021, and determine the final transaction price of the subject asset through consultation by both parties with reference to the evaluation results of the asset appraisal report issued by the asset appraisal institution.
Both parties agree that the transferee shall pay the transaction consideration of this restructuring to the transferor in cash. Both parties will further communicate and negotiate the transaction pricing, payment method and other specific details of this restructuring, and make specific agreements on relevant matters in the officially signed asset sale agreement.
2. This Agreement shall come into force as of the date of signature and seal by both parties and shall be terminated with the unanimous written consent of both parties. If Party A and Party B fail to reach a substantive asset sale agreement on this transaction within 12 months from the date of signing this agreement, this agreement will be automatically terminated. During the above period, either party has the right to unilaterally terminate this agreement by prior written notice.
5、 Impact on the company
After the completion of this transaction, the company will divest the assets of the automotive trim business with low operating efficiency, and further concentrate resources to develop the photovoltaic cell business by selling the assets to recover the funds; It is also conducive to optimizing the company's asset structure, improving asset liquidity and enhancing the company's profitability.
If the transaction is successfully completed, the company will no longer hold the equity of Suzhou Junda and Hainan Xinsu, and Suzhou Junda and Hainan Xinsu will no longer be included in the scope of the company's consolidated statements.
6、 Risk tips
The matter is currently in the planning stage, the parties to the transaction have not signed a formal transaction agreement, and there is still uncertainty whether the two sides can finally reach an agreement.
The company will perform the necessary approval procedures and information disclosure obligations in strict accordance with relevant regulations according to the progress of the matter. Please pay attention to the investment risks.
It is hereby announced.
Hainan Drinda Automotive Trim Co.Ltd(002865) board of directors January 10, 2022
