Securities code: 300998 securities abbreviation: Ningbo Fangzheng Automobile Mould Co.Ltd(300998) Announcement No.: 2022-001 Ningbo Fangzheng Automobile Mould Co.Ltd(300998)
Announcement on the transfer of equity of holding subsidiaries 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.
1、 Overview of related party transactions
1. Ningbo Fangzheng Automobile Mould Co.Ltd(300998) (hereinafter referred to as “the company” or ” Ningbo Fangzheng Automobile Mould Co.Ltd(300998) “) intends to acquire Shenzhen Qianhai glory Capital Management Co., Ltd. (hereinafter referred to as “glory capital”) Anqing Jintong Yian investment management partnership (limited partnership) (hereinafter referred to as “Jintong Yian”) and Guangzhou Fenghua Industrial investment partnership (limited partnership) (hereinafter referred to as “Fenghua industry”) respectively hold 6.66% equity of Anhui founder New Energy Technology Co., Ltd. (hereinafter referred to as “Anhui founder”). Among them, glory capital is an affiliated legal person of Ningbo Fangzheng Automobile Mould Co.Ltd(300998) . The registered capital involved in the transfer of 19.98% equity of Anhui founder is 53.3334 million yuan. Since it has not been paid in, the total amount of this transaction is 0 million yuan, including 0 million yuan involved in related party transactions. After the completion of this transfer, Ningbo Fangzheng Automobile Mould Co.Ltd(300998) will hold 70.03% equity of Anhui founder.
2. Yuan Yonggang, the actual controller of glory capital, is the actual controller of Anhui Hi Tech Jintong Anyi phase II venture capital fund (limited partnership) (hereinafter referred to as “Jintong Anyi”), the shareholder of Ningbo Fangzheng Automobile Mould Co.Ltd(300998) . According to the Shenzhen Stock Exchange GEM Listing Rules and other relevant regulations, this matter constitutes a connected transaction, However, it has not yet constituted a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
3. At the 12th meeting of the second board of directors held on January 12, 2022, the company deliberated and adopted the proposal on the transfer of equity of holding subsidiaries and related party transactions. The independent directors approved the related party transaction in advance and expressed their independent opinions. If the amount of the connected transaction reaches the deliberation standard of the general meeting of shareholders, it shall be submitted to the general meeting of shareholders for deliberation and voting.
2、 Description of transaction entities and related parties
(I) basic information of the transaction party and related relationship description
Company name: Shenzhen Qianhai glory Capital Management Co., Ltd
Unified social credit Code: 91440300305851084n
Address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen
Enterprise type: limited liability company
Legal representative: Li guobing
Date of establishment: April 14, 2014
Registered capital: 10 million yuan
Business scope: entrusted asset management and investment management (the above shall not be engaged in trust, financial asset management, securities asset management and other restricted projects); Equity investment.
Description of related relationship: Yuan Yonggang, the actual controller of glory capital, is the actual controller of the company’s shareholder Jin tonganyi. Jin tonganyi currently holds Ningbo Fangzheng Automobile Mould Co.Ltd(300998) 3.16% of the shares. Although the shareholding proportion of Jin tonganyi does not exceed 5%, the above transactions constitute related party transactions according to item (V) 7.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange.
(II) basic information of the subject matter of this connected transaction
1. Company Name: Anhui founder New Energy Technology Co., Ltd
2. Unified social credit Code: 91340100ma8nf5yp91
3. Address: No. 01, intersection of Jinchao Avenue and Tanhua Road, Chaohu Economic Development Zone (Hechao industrial new town), Anhui Province
4. Legal representative: Fang Yongjie
5. Date of establishment: November 26, 2021
6. Registered capital: 266933900 yuan
7. Business scope: research and development of metal products; Battery manufacturing; Hardware product manufacturing; Battery sales; Mold manufacturing (unless otherwise permitted, it can independently operate projects not prohibited or restricted by laws and regulations)
8. The property right of the subject matter of this transaction is clear, there is no mortgage, pledge or any other restriction on the transfer, there is no litigation, arbitration, seizure, freezing, etc., and there is no other situation that hinders the transfer of ownership.
9. Changes in equity structure before and after transfer
Before transfer:
Sequence name of shareholders subscribed capital contribution subscribed capital contribution ratio paid capital contribution ratio No. (10000 yuan) case (10000 yuan) case
1 Ningbo Fangzheng Automobile Mould Co.Ltd(300998) automobile mould shares 13360.05 50.05% 2000.00 7.49% Co., Ltd
Anhui Hi tech investment new material Co., Ltd
2. Fund partnership (8000.00, 29.97% 0 – limited partnership)
3 Shenzhen Qianhai glory capital 1777.78 6.66% 0- Management Co., Ltd
Anqing Jintong Yian Investment Management Co., Ltd
4. Partnership (limited partnership 1777.78 6.66% 0 – partnership)
5 Guangzhou Fenghua Industrial Investment Co., Ltd. 1777.78 6.66% 0 – partnership enterprise (limited partnership)
Total 26693.39 100.00% 2000.00 7.49%
After transfer:
Sequence name of shareholders subscribed capital contribution subscribed capital contribution ratio paid capital contribution ratio No. (10000 yuan) case (10000 yuan) case
1 Ningbo Fangzheng Automobile Mould Co.Ltd(300998) automobile mould shares 18693.39 70.03% 2000.00 7.49% Co., Ltd
Anhui Hi tech investment new material Co., Ltd
2. Fund partnership (8000.00, 29.97% 0 – limited partnership)
Total 26693.39 100.00% 2000.00 7.49%
3、 Pricing basis of transaction
The equity transfer agreement of Anhui Fangzheng New Energy Technology Co., Ltd. (hereinafter referred to as the “transfer agreement”) stipulates that Jin Tong Yi\’an, Fenghua industry and glory capital will transfer the total unpaid subscribed capital of the target company of 53.3334 million yuan (accounting for 19.98% of the total registered capital of the target company) to Ningbo Fangzheng Automobile Mould Co.Ltd(300998) at the price of 0 yuan, Anhui Hi tech investment agreed to waive the preemptive right.
4、 Main contents of transaction agreement
1. Amount and proportion of equity transfer
Glory capital, jintongyi’an and Fenghua industry transferred their 6.66% equity of Anhui founder to Ningbo Fangzheng Automobile Mould Co.Ltd(300998) respectively. Anhui founder’s registered capital has not been fully paid in, and the transferor intends to transfer the unpaid equity and corresponding capital contribution obligations to the transferee. The transfer agreement stipulates that Jin tongyi’an, Fenghua industry and glory capital will transfer their total unpaid subscribed capital contribution of 53.3334 million yuan (19.98% of the total registered capital of the subject company) to Ningbo Fangzheng Automobile Mould Co.Ltd(300998) at the price of 0 yuan. Anhui Hi tech investment agrees to waive the preemptive right. After the transfer is completed, Ningbo Fangzheng Automobile Mould Co.Ltd(300998) holds the equity of the target company of RMB 186933900, accounting for 70.03% of the total registered capital of the target company, and Anhui Hi tech investment holds the equity of the target company of RMB 80 million, accounting for 29.97% of the total registered capital.
As Jintong Yian, Fenghua industry and glory capital no longer hold the equity of the target company, all rights and obligations of Jintong Yian, Fenghua industry and glory capital in the investment agreement of Anhui founder New Energy Technology Co., Ltd. (hereinafter referred to as the “investment agreement”) are exempted.
At the same time, article 3.2 of “Article 3 corporate functions and powers and discussion planning” of the investment agreement “shareholders shall exercise their voting rights at the shareholders\’ meeting according to the proportion of their subscribed capital contribution.” It is revised as “the shareholders shall exercise their voting rights at the shareholders\’ meeting in accordance with the proportion of their paid in capital contribution.
2. Transfer price and payment
The transfer agreement stipulates that Jin Tong Yi’an, Fenghua industry and glory capital will transfer their total unpaid subscribed capital contribution of 53.3334 million yuan (19.98% of the total registered capital of the subject company) to Ningbo Fangzheng Automobile Mould Co.Ltd(300998) at the price of 0 yuan.
3. Taxes
Both parties shall bear and pay the expenses involved in this equity transfer in accordance with the provisions of laws and regulations or the relevant charging provisions of regulatory authorities on equity transfer.
The unpaid subscribed capital involved in this equity transfer shall be paid in full on schedule by Ningbo Fangzheng Automobile Mould Co.Ltd(300998) according to the investment agreement.
5、 Other arrangements involving transactions
1. This transaction does not involve personnel resettlement, land lease, etc.
2. Horizontal competition: Anhui founder is a holding subsidiary of Ningbo Fangzheng Automobile Mould Co.Ltd(300998) and does not involve horizontal competition.
3. In this transaction, the capital contribution of Ningbo Fangzheng Automobile Mould Co.Ltd(300998) is self owned funds and does not involve raised funds.
4. This transaction does not involve the change of Ningbo Fangzheng Automobile Mould Co.Ltd(300998) consolidation scope.
6、 The purpose of this transfer of equity of subsidiaries and its impact on the company
1. Purpose of transaction
The transfer of 19.98% equity of Anhui founder is based on the overall strategic layout of the company and the decision made according to the actual operation of the company, which aims to optimize the overall resource allocation of the company and comply with the overall development strategy of the company.
2. Possible risks
This transaction still needs to be submitted to the company’s first extraordinary general meeting in 2022 for deliberation. The specific situation is uncertain, and the final deliberation result shall prevail.
3. Impact on the company
This transaction will not change the scope of the company’s consolidated statements; The capital of this transaction is the company’s own or self raised capital, which will not have a significant adverse impact on the company’s financial status and operating results. The transfer of the equity of the holding subsidiary is of positive significance to the industrial layout and future development of the company.
7、 Accumulated various related party transactions with the related party
From the beginning of 2021 to the disclosure date of this report, there are no other related party transactions except the above related party transactions and the establishment of a subsidiary jointly funded by glory capital (glory capital has not yet contributed) disclosed by the company on November 26, 2021.
8、 Opinions of independent directors
1. Prior approval
The convening procedure of the board meeting was standardized and legal. Through the review of the proposals and other materials provided by the company, we believe that the company’s transfer of Anhui founder’s equity is a decision made according to the actual business situation and belongs to normal business behavior. As an independent director of the company, based on the principle of being responsible to the company and investors, he believes that the related party transaction does not harm the interests of the company and shareholders, especially small and medium-sized shareholders, and complies with the relevant provisions of the CSRC and Shenzhen Stock Exchange. We agree to submit this proposal to the board of directors for deliberation.
2. Independent opinion
We believe that this transaction helps to improve the company’s management of subsidiaries and is in line with the company’s long-term development objectives. When the board of directors of the company deliberated on the related party transactions, the related directors avoided and did not participate in the proposal voting. The decision-making and voting procedures of the related party transactions comply with the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules and the articles of association, and there is no behavior damaging the interests of the company and other shareholders. We agree to this connected transaction.
9、 Documents for future reference
1. Resolutions of the 12th meeting of the second board of directors;
2. Resolutions of the ninth meeting of the second board of supervisors;
3. Prior approval opinions and independent opinions of independent directors on relevant matters;
4. Equity transfer agreement;
5. Guoyuan Securities Company Limited(000728) verification opinions on Ningbo Fangzheng Automobile Mould Co.Ltd(300998) transfer of equity of holding subsidiaries and related party transactions.
It is hereby announced.
Ningbo Fangzheng Automobile Mould Co.Ltd(300998) board of directors January 13, 2021
