Securities code: 002865 securities abbreviation: Hainan Drinda Automotive Trim Co.Ltd(002865) Announcement No.: 2022-013
Hainan Drinda Automotive Trim Co.Ltd(002865)
Announcement on signing the supplementary agreement to the custody agreement and related party transactions
The company and all members of the board of directors guarantee that the information disclosure is true, accurate and complete without false records, misleading statements or major omissions.
The tenth meeting of the Fourth Board of directors of Hainan Drinda Automotive Trim Co.Ltd(002865) (hereinafter referred to as “the company”, “listed company” and ” Hainan Drinda Automotive Trim Co.Ltd(002865) “) deliberated and adopted the proposal on signing the supplementary agreement to the custody agreement and related party transactions. Relevant matters are hereby announced as follows:
1、 Overview of related party transactions
In December 2020, the company sold Chongqing Senmai Auto Parts Co., Ltd. (hereinafter referred to as “Chongqing Senmai”) and Suzhou New Zhongda Auto Accessories Co., Ltd. (hereinafter referred to as “Suzhou New Zhongda”) to Hainan Yang family Technology Investment Co., Ltd. (hereinafter referred to as “Yang Investment”) or its affiliates, Chongqing Senmai and Suzhou Xinzhongda changed from a wholly-owned subsidiary of the company to a subsidiary of Yang’s investment, which is the main body controlled by the actual controller of the company. In order to avoid horizontal competition, the relevant parties signed the custody agreement. From January 1, 2021, Yang Investment entrusted the above two subsidiaries to the listed company for management, with a custody period of 12 months. Up to now, the original custody period has expired.
On January 11, 2022, the 10th meeting of the Fourth Board of directors of the company considered and approved the proposal on signing the supplementary agreement to the custody agreement and related party transactions, and agreed that Wuhan Junda Auto Accessories Co., Ltd. (hereinafter referred to as “Wuhan Junda”) and Chongqing Senmai Suzhou Junda Automobile Technology Co., Ltd. (hereinafter referred to as “Suzhou Junda automobile”) and Suzhou Xinzhongda signed the supplementary agreement to the custody agreement respectively to extend the custody period for 6 months.
Chongqing Senmai and Suzhou Xinzhongda are the subsidiaries of Yang’s investment, and Yang’s investment is the actual controller of the company and the main body actually controlled by the Yang family. According to the Listing Rules of Shenzhen Stock Exchange, Chongqing Senmai and Suzhou Xinzhongda are related parties of the listed company. This custody constitutes a connected transaction, but does not constitute a major asset reorganization of a listed company as stipulated in the administrative measures for major asset reorganization of listed companies.
This connected transaction has been deliberated and adopted at the 10th meeting of the Fourth Board of directors of the company, in which the connected directors avoided voting, and the independent directors issued independent opinions approved and agreed in advance. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation. The supplementary agreement to the custody agreement will come into force only after it is deliberated and approved by the general meeting of shareholders of the company. Related persons interested in the connected transaction will avoid voting.
2、 Basic information of counterparty
1. Basic information
Company name: Hainan Yang family Technology Investment Co., Ltd
The registered capital is 64 million yuan
Legal representative: Xu Xiaoping
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)
Unified social credit Code: 91320507564313109k
General items of business scope: 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)
Date of establishment: November 4, 2010
Business term: November 4, 2010 to November 3, 2040
Is it a dishonest executee? No
2. Ownership structure and related relationship
As of the date of this announcement, Lu Xuyang, Lu Huifen, Lu Xiaohong, Xu Yong, Xu Weidong and Lu Yuhong, the actual controllers of the listed company, hold 20%, 20%, 20%, 11.62% and 8.38% equity of Yang’s investment respectively, and the Yang family is the actual controller of Yang’s investment.
Description of related relationship: as of the date of this announcement, Yang’s investment is controlled by the Yang family, the actual controller of the listed company, and the Yang family controls 27.45% of the equity of the listed company in total. Yang’s investment and the company constitute the related relationship in the stock listing rules of Shenzhen Stock Exchange.
3. Key financial data
As of October 31, 2021, the total assets of the company are 7353278381.66 yuan and the net assets are 1569277855.57 yuan; In the first three quarters of 2021, the operating revenue was 1662697031.51 yuan and the net profit was -224089020.88 yuan. (the above data has not been audited)
3、 Basic information of related party transactions
1. Basic information
(1) Chongqing Senmai Auto Parts Co., Ltd
Company name: Chongqing Senmai Auto Parts Co., Ltd
The registered capital is 5.6 million yuan
Legal representative: Xu Xiaoping
Address: No. 9, Jindi Avenue, Dongcheng sub district office, Tongliang District, Chongqing (in the Industrial Park)
Enterprise type: limited liability company (sole proprietorship of legal person)
Unified social credit Code: 915002246992828723
General items: processing and sales: auto parts, motorcycle parts and mechanical parts. Business scope * (excluding engines) (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Date of establishment: January 20, 2010
Shareholders Hainan Jindi Technology Investment Co., Ltd. (hereinafter referred to as “Jindi technology”) holds 100% of the shares. Jindi technology is the controlling shareholder of the listed company and a subsidiary of Yang’s investment holding company
(2) Suzhou Xinzhongda auto trim Co., Ltd
Enterprise name: Suzhou Xinzhongda auto trim Co., Ltd
The registered capital is 120 million yuan
Legal representative: Xu Xiaoping
Address: No. 899, Fengyang Road, Weitang Town, Xiangcheng District, Suzhou City, Jiangsu Province
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Unified social credit code 91320507578196089f
R & D, production, sales and technical services of auto parts, molds, hardware products and plastic products.
Sales: chemical raw materials (excluding dangerous chemicals). Self operated and acting as an agent for the import and export of commodities and technologies within each business scope (except for commodities and technologies limited or prohibited by the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Date of establishment: July 18, 2011
Shareholders: Jindi technology holds 100%
As of the date of this announcement, in addition to the information already disclosed, the property rights of Chongqing Senmai and Suzhou Xinzhongda are clear, and the equity of Chongqing Senmai and Suzhou Xinzhongda held by Yang’s investment has no mortgage, pledge or other restrictions on transfer, and does not involve major litigation, arbitration matters, judicial measures such as seizure and freezing or other circumstances that hinder the transfer of ownership. Chongqing Senmai and Suzhou Xinzhongda are not dishonest Executees.
2. Financial information
Financial situation: as of September 30, 2021, the total assets of Chongqing Senmai were 150973239.59 yuan and the net assets were -207125.68 yuan; In the first three quarters of 2021, the operating revenue was 64127300.9 yuan and the net profit was -18850547.64 yuan. (the above data has not been audited)
As of September 30, 2021, Suzhou Xinzhongda has total assets of 945880017.64 yuan and net assets of 98717878.38 yuan; In the first three quarters of 2021, the operating revenue was 227282992.44 yuan and the net profit was -30565544.61 yuan. (the above data has not been audited)
4、 Pricing policy and basis of related party transactions
This custody transaction has a clear pricing principle. The transaction follows the principles of voluntariness, fairness and impartiality, and there is no damage to the interests of the company and non affiliated shareholders.
5、 Supplementary main contents of the custody agreement
1. Agreement signing
Party A: Chongqing Senmai / Suzhou Xinzhongda
Party B: Wuhan Junda / Suzhou Junda Automobile Co., Ltd
Whereas Party A and Party B signed the trusteeship agreement on November 30, 2020, and now the trusteeship period expires, both parties have reached the following agreement through friendly negotiation:
1. Both parties agree to extend the custody period in the custody agreement:
The custody period has expired for 12 months from January 1, 2021. Both parties agree to extend the custody period for 6 months from January 1, 2022.
2. This agreement is an integral part of the escrow agreement and has the same legal effect as the escrow agreement. Except for the matters expressly adjusted in this agreement, the remaining provisions of the escrow agreement remain unchanged, shall continue to be performed and shall be binding on all parties.
3. Effectiveness and termination of the agreement
This Agreement shall come into force after being signed and sealed by both parties and approved by Party B and Party B’s parent company Hainan Drinda Automotive Trim Co.Ltd(002865) according to the internal review procedures.
This Agreement shall terminate upon the occurrence of any of the following circumstances:
(1) Both parties agree and sign the termination agreement of this agreement through consultation;
(2) The date of cancellation, external transfer or business termination of Custody Assets;
(3) The custody period has been terminated in accordance with the relevant provisions of this Agreement;
(4) The date when the potential horizontal competition situation is eliminated.
4. Dispute resolution
Any dispute arising under this Agreement shall first be settled by both parties through negotiation. If negotiation fails, the dispute shall be submitted to Suzhou Arbitration Commission for adjudication in accordance with the arbitration rules in force at that time.
7、 Transaction purpose and impact on Listed Companies
Yang’s investment entrusts Chongqing Senmai and Suzhou Xinzhongda to be managed by listed companies, which can effectively solve the problem of horizontal competition between Yang’s investment, Jindi technology and the company, and will not damage the interests of listed companies or affect the independence of the company.
The fair interests of the company are not necessarily damaged by the related transaction. This connected transaction will not have an adverse impact on the company.
8、 Prior approval and independent opinions of independent directors
The independent directors of the company approved the above proposal in advance and agreed to submit it to the 10th meeting of the Fourth Board of directors for deliberation. The independent directors gave their prior approval and independent opinions as follows:
1. Prior approval opinion
After verification, this custody constitutes a connected transaction; This trusteeship can avoid horizontal competition; The custody fee is determined by both parties through negotiation. The transaction price is fair and reasonable, and there is no situation that damages the interests of the company and all shareholders. We agree to submit the above matters to the board of directors for deliberation, and the related directors shall perform the withdrawal voting procedure.
2. Independent opinion
We believe that the company’s entrusted management of Chongqing Senmai and Suzhou Xinzhongda will help the company effectively solve the problem of horizontal competition between the company and the enterprises invested and controlled by Yang. The transaction price is fair, the voting procedure is legal and fair, and the related directors have avoided voting, which is in line with the company law, securities law and other relevant laws and regulations and the articles of association, There is no situation that damages the interests of the company and all shareholders.
We agree to the above connected transactions and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
9、 Documents for review
1. Supplementary agreement to escrow agreement;
2. Resolutions of the 10th meeting of the 4th board of directors;
3. Resolutions of the 5th meeting of the 4th board of supervisors;
4. Independent opinions and prior approval opinions of independent directors;
It is hereby announced.
Hainan Drinda Automotive Trim Co.Ltd(002865) board of directors January 12, 2022
