Securities code: Zhejiang Qianjiang Motorcycle Co.Ltd(000913) securities abbreviation: Zhejiang Qianjiang Motorcycle Co.Ltd(000913) Announcement No.: 2022025 Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
Announcement on signing the non-public development bank share subscription agreement with effective conditions and related party transactions with specific objects (related parties)
The company and all members of the board of directors guarantee that this announcement does not contain any false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Geely maijie Investment Co., Ltd. (hereinafter referred to as "Gillette maijie") is an enterprise controlled by Li Shufu, the actual controller of Zhejiang Qianjiang Motorcycle Co.Ltd(000913) (hereinafter referred to as "the company"), and is an affiliated party of the company. Its subscription for the A-share shares of the company's non-public offering constitutes an affiliated transaction with the company. The company and Geely maijie Investment Co., Ltd. signed the non-public development bank share subscription agreement with effective conditions, which constitutes a connected transaction. The related party transactions involved in this non-public offering of shares need to be approved by the general meeting of shareholders of the company and approved by the China Securities Regulatory Commission (hereinafter referred to as "CSRC"). The affiliated shareholders involved in this non-public offering will avoid voting at the general meeting of shareholders.
There is uncertainty about whether the scheme issued this time can obtain relevant approval or approval and the time of obtaining relevant approval or approval.
1、 Overview of related party transactions
The company held the 6th meeting of the 8th board of directors on May 20, 2022, deliberated and approved the proposal on the company's non-public development and issuance of a shares, the proposal on signing the subscription agreement for non-public offering of shares with effective conditions and related party transactions with specific objects (related parties), etc. The company plans to issue no more than 5800000000 shares (including this number) in a non-public offering. Geely maijie, which is actually controlled by Li Shufu, the actual controller of the company, subscribed for the A shares of the company in cash and signed the non-public development bank share subscription agreement with effective conditions.
In view of the related parties of the controlling shareholder of the company's participation in the subscription of the non-public offering shares, according to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the articles of association, the non-public offering constituted a related party transaction, and the related directors avoided voting, The independent directors gave their prior approval and independent opinions on this connected transaction. Subsequent relevant proposals will be submitted to the general meeting of shareholders for deliberation, and related shareholders will avoid voting.
2、 Introduction to related parties
The issuing object of this non-public offering is Geely maijie actually controlled by Li Shufu, the actual controller of the company. The basic information is as follows:
(I) basic information
Name: Geely maijie Investment Co., Ltd
Legal representative: Xu Zhihao
Address: Room 606, building 1, No. 1760, Jiangling Road, Xixing street, Binjiang District, Hangzhou, Zhejiang
The registered capital is 433.33 million yuan
Unified social credit code 91330108ma27w4yrx2
Date of establishment: October 27, 2015
General items: asset management services invested by self owned funds; Enterprise headquarters management; Enterprise management consulting; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Software development; Development of artificial intelligence application software; Research and development of energy recovery system; Research and development of resource recycling technology; Research and development of new material technology; New material technology promotion services; Research and development of emerging energy technologies; Brand management; Information technology consulting services; Engineering and technical research and test development; Conference and exhibition services; Technology intermediary services; Information consulting services (excluding licensed information consulting services); Consulting and planning services; Advertising; Wide business scope
Inform the designer and agent; Information system integration service; Internet security services; Industrial Internet data service; Internet data services; Intelligent agricultural management; Artificial intelligence innovation and entrepreneurship service platform; Engineering management services; Technical consultation on resource recycling services; Internet of things technology services; Internet of things application services; Data processing and storage support services; Socio economic advisory services; Entrepreneurship space services; Domestic trade agency; Business agency services; Manufacturing of auto parts and accessories; Manufacturing of intelligent on-board equipment; General parts manufacturing; Manufacturing of power electronic components; Operation of electric vehicle charging infrastructure; Manufacturing of new energy prime mover equipment (except
In addition to the projects that must be approved according to law, the business activities shall be carried out independently according to law with the business license).
Main business investment
(II) ownership structure and control relationship
As of the date of this announcement, the equity structure of Geely is as follows:
No. shareholder name / name contribution amount (10000 yuan) shareholding ratio
Ningbo Ruima enterprise management partnership (yes)
123833333333550000% (limited partnership)
2 Geely Technology Group Co., Ltd. 193720 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 47046%
3 Hangzhou JIhang Technology Co., Ltd. 1280000000.2954%
Total 43333333 1000000%
Ningbo Ruima enterprise management partnership (limited partnership) holds 55% equity of Geely maijie and is the controlling shareholder of Geely maijie. The executive partner of Ningbo Ruima enterprise management partnership (limited partnership) is Ningbo Tongyu Enterprise Management Co., Ltd. Li Shufu holds 91% of its equity, is its controlling shareholder and is the actual controller of Geely maijie.
(III) brief financial data of the latest year
The main financial data of Geely maijie in the latest year and one period are shown in the following table:
1. Consolidated balance sheet (summary)
Unit: 10000 yuan
End of March 2022 and end of 2021
Total current assets 276544812244098749
Total non current assets 416867156385305958
Total assets 693411968629404707
Total current liabilities 332383117290924040
Total non current liabilities 170274627159084351
Total liabilities 50265774445 Citic Guoan Information Industry Co.Ltd(000839) 1
Total owner's equity 190754224179396316
2. Consolidated income statement (summary)
Unit: 10000 yuan
Project from January to March 2022
Total operating income 540788 Zhefu Holding Group Co.Ltd(002266) 79202
Operating profit 37411219217432
Total profit -100767318892522
Net profit -137869315052200
3. Consolidated cash flow statement (summary)
Unit: 10000 yuan
Project year 20212022
Net cash flow from operating activities -2961836 China Northern Rare Earth (Group) High-Tech Co.Ltd(600111) 4
Net cash flow from investment activities -10377777 -103077223
Net cash flow from financing activities 1504667450046200
Note: the financial data from January to March 2022 / at the end of March 2022 are unaudited
3、 Basic information of transaction object
(I) subject matter of transaction
The transaction object of this connected transaction is the non-public offering of shares of the company to be subscribed by Geely maijie. (II) principles for determining the price of related party transactions
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the board of directors of this non-public offering. The subscription price of this non-public offering is [8.70] yuan / share, and the issue price shall not be less than 80% of the average trading price of the company's shares 20 trading days before the pricing base date (the average trading price of the company's shares 20 trading days before the pricing base date = the total trading volume of the company's shares 20 trading days before the pricing base date / the total trading volume of the company's shares 20 trading days before the pricing base date). If the company's shares are subject to ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this non-public offering to the issuance date, the issuance price of this non-public offering will be adjusted accordingly.
4、 Main contents of related party transaction contract
Geely maijie and the company signed a subscription contract for non-public offering shares with effective conditions in Wenling City, Zhejiang Province, China on May 20, 2022. The summary of the contract is as follows:
(I) contract subject
Party A: Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
Party B: Zhejiang Geely maijie Co., Ltd
(II) subscription price
The subscription price of this non-public offering is [8.70] yuan / share, and the issue price shall not be less than 80% of the average trading price of the company's shares 20 trading days before the pricing base date (the average trading price of the company's shares 20 trading days before the pricing base date = the total trading volume of the company's shares 20 trading days before the pricing base date / the total trading volume of the company's shares 20 trading days before the pricing base date).
If the issuing price or pricing principle is adjusted due to relevant laws and regulations, normative documents, the review requirements of the CSRC or stock exchange and the requirements of the state-owned assets supervision and administration department, the subscription price of the issuing object will be adjusted accordingly.
If the company's shares are subject to ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this non-public offering to the issuance date, the issuance price of this non-public offering will be adjusted accordingly. The adjustment formula is as follows:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Where P0 is the issue price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted into share capital per share, and P1 is the issue price after adjustment.
If the board of directors of Party A reconfirms the issue price and it is approved by the general meeting of shareholders, the new issue price shall be adjusted accordingly.
(III)
