Securities code: 002937 securities abbreviation: Ningbo Sunrise Elc Technology Co.Ltd(002937) Announcement No.: 2022-006 Ningbo Sunrise Elc Technology Co.Ltd(002937)
Announcement on investment and establishment of joint ventures and related party transactions
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Overview of related party transactions
1. According to the needs of the company’s strategic development, the company plans to jointly invest with Ningbo Ruijing Enterprise Management Co., Ltd. (hereinafter referred to as “Ruijing management”) and Qin Maohua to establish “Ningbo anajie New Energy Technology Co., Ltd. (Preparatory)” (tentative name, actual subject to industrial and commercial registration, hereinafter referred to as “joint venture”) to engage in the heat management business of new energy vehicles. The registered capital of the joint venture is 50 million yuan, of which the company subscribed 32.5 million yuan and holds 65% of the equity of the joint venture.
2. As the actual controller and chairman of the company, Mr. Zhang Zhongliang indirectly holds 96.2632% of the equity of Ruijing management through Zhejiang ZTE Precision Industry Group Co., Ltd., he is the actual controller of Ruijing management. According to the affiliated relationship stipulated in the Listing Rules of Shenzhen Stock Exchange, Ruijing management is an affiliated legal person of the company, and the company’s joint investment with Ruijing management constitutes a connected transaction.
3. The 17th meeting of the third board of directors and the 15th meeting of the third board of supervisors held by the company on January 20, 2022 deliberated and adopted the proposal on investment and establishment of joint ventures and related party transactions. Related directors Mr. Zhang Zhongliang, Mr. Chen Songjie, Ms. Zhang Hongman and Ms. Zhang Ruiqi all avoided voting, and the independent directors expressed their prior approval opinions and clearly agreed independent opinions. According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this connected transaction belongs to the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
4. This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
2、 Basic information of related parties
1. Ningbo Ruijing Enterprise Management Co., Ltd. (hereinafter referred to as “Ruijing management”)
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered address: Building 2, Jietang Industrial Park, Jietang village, Zhouxiang Town, Cixi City, Ningbo City, Zhejiang Province
Legal representative: Zhang Zhongliang
Registered capital: 5 million yuan
Unified social credit Code: 91330282ma2aj91d00
Business scope: enterprise management services (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Ownership structure: Zhejiang ZTE Precision Industry Group Co., Ltd. holds 100%.
Financial data of the latest year: as of December 31, 2021, the total assets and net assets of Ruijing management were 3.0948 million yuan. In 2021, the operating revenue of Ruijing management was 0 yuan and the net profit was 2.47 yuan
RMB (the above data are Unaudited).
Description of related relationship: Mr. Zhang Zhongliang, the actual controller and chairman of the company, indirectly holds 96.2632% of the equity of Ruijing management through Zhejiang ZTE Precision Industry Group Co., Ltd., which is the actual controller of Ruijing management.
As of the date of disclosure of this announcement, Ruijing management has not been included in the dishonest executee.
2. Qin Maohua
Qin Maohua, male, China nationality, ID number 3209**********5279, address is 25 Lane 800 lane, Songjiang District Rong Road, Shanghai. Qin Maohua has no relationship with the company. As of the date of disclosure of this announcement, Qin Maohua has not been listed as a dishonest executee.
3、 Description of the subject matter of related party transactions
1. Company name: Ningbo anajie New Energy Technology Co., Ltd. (tentative name, subject to the approval and registration of the market supervision and administration department)
2. Enterprise type: limited liability company
3. Registered capital: 50 million yuan
4. Registered address: Cixi City, Zhejiang Province (subject to the registration approved by the market supervision and administration department)
5. Contribution method: monetary capital
6. Business scope: technology development, technical consultation, technical service and technology transfer in the field of new energy, automobile, aviation, intelligent manufacturing, computer software and hardware, electronic science and technology, R & D, production and sales of auto parts, computer software and hardware, electromechanical products, import and export business of goods and technology, and business consultation. 7. Ownership structure:
No. name of shareholder subscribed capital contribution (10000 yuan) shareholding ratio
1 Ningbo Sunrise Elc Technology Co.Ltd(002937) 3,250 65%
2 Ruijing management 500 10%
3 Qin Maohua 1250 25%
Total 5000 100%
The above information shall be subject to the final approval and registration by the market supervision and administration department.
4、 Pricing policy and basis of related party transactions
The transaction price is based on the capital contribution of each investor to the joint venture. The transaction price is fair and does not damage the interests of the company and all shareholders, especially minority shareholders.
5、 Main contents of related party transaction agreement
(I) basic information of the joint venture
For details of the joint venture, see “III. basic information of the subject matter of related party transactions” in this announcement.
(II) time and method of capital contribution
The parties agree that the time and method of capital contribution to the company shall be implemented according to the following principles:
1. According to the operation needs of the company, Ningbo Sunrise Elc Technology Co.Ltd(002937) and Ruijing management shall pay the corresponding capital contribution (cash contribution) in advance as the relevant expenses required for the operation of the company after its establishment;
2. For the time and method of Qin Maohua’s capital contribution, the parties agree to implement the following principles: Qin Maohua shall complete all the paid in obligations (cash contribution) to the registered capital of the company within 3-5 years after the company meets the performance objectives agreed in Item (5) of paragraph 3 of Article 11 of this agreement. For the avoidance of doubt, all parties confirm that Qin Maohua shall complete all paid in obligations within 8 years after the establishment of the company at the latest, even if there is the above agreement.
(III) governance structure
1. Shareholders’ meeting
After the establishment of the company, the shareholders’ meeting shall be composed of all shareholders and convened by the board of directors.
2. Board of directors
After the establishment of the company, there is a board of directors composed of five directors, four nominated by Ningbo Sunrise Elc Technology Co.Ltd(002937) and Ruijing management, one nominated by Qin Maohua, and the chairman is appointed by Ningbo Sunrise Elc Technology Co.Ltd(002937) .
The chairman is the legal representative of the company.
After the establishment of the company, there is no board of supervisors, but one supervisor, who is nominated by Qin Maohua.
4. General manager
After the establishment of the company, there is a general manager, Qin Maohua.
5. Other senior management
After the establishment of the company, the board of directors of the company shall appoint other senior managers according to the actual situation.
The above-mentioned shareholders’ meeting, board of directors, supervisors, general manager or other senior managers shall exercise their respective functions and powers in accordance with national laws and the articles of association, and the relevant term of office shall be subject to the resolution of the shareholders’ meeting or the board of directors. (IV) breach clause
1. Breach of contract
(1) If a party fails to perform or fully perform its obligations under this agreement, it is a breach of this Agreement;
(2) If any representations and warranties made by such party are untrue or inaccurate in any material respect and differ materially from the facts, such party shall be in breach of this Agreement;
(3) Other material violations of this agreement.
2. Liability for breach of contract
If any party violates this agreement, including but not limited to this agreement or other documents signed by that party according to this agreement, or violates the representations, warranties and commitments made by that party in other transaction documents, or has material misrepresentation or concealment, resulting in losses, damages Expenses or expenses (including but not limited to the company’s fines and expenses, the interest loss of the observant party, the lawyer’s fees incurred in the litigation between the Indemnified Party and the Indemnifying Party, the company’s loss of profits, etc., but excluding any other indirect losses of any nature), or cause the company or other parties to bear any liability. The breaching party shall be responsible for the above losses, expenses and liabilities, Compensate the company and the observant party and protect the company and the observant party from any damage.
(V) effective conditions of the agreement
This Agreement shall come into force when it is signed by the natural person contracting party and decided by the authority of each party through its appropriate procedures, and signed and sealed by the designated representative / executive partner / authorized representative of the contracting party.
6、 Purpose, existing risks and impact on the company of this transaction
(I) purpose and impact
Based on the development trend of global electric and intelligent vehicles, the company plans to layout the thermal management business of new energy vehicles with the help of the industry experience and R & D ability of the thermal management professional team. This transaction is in line with the expansion strategy of the company’s deep cultivation of new energy vehicle business, helps to grasp the future development trend of new energy industry and further improves the company’s comprehensive competitiveness.
The capital of this transaction comes from its own funds, which will not have a significant impact on the company’s short-term financial situation and will not damage the interests of shareholders. After the completion of the transaction, the company holds 65% of the shares of the joint venture, and the joint venture will be included in the scope of the company’s consolidated statements as a holding subsidiary. This transaction is conducive to the optimal allocation of resources and is in line with the company’s development strategy.
(II) existing risks
The establishment of the joint venture company still needs to be approved and registered by the market supervision and administration department. The company and individual investors jointly contribute to the establishment of the company. In the future, it may be affected by industrial policy changes, market environment, operation management and other factors, and the investment income of the company is uncertain. Therefore, the company will further strengthen the post investment work, continue to pay attention to the operation status and management results of the joint venture, and actively prevent, respond to and control the above risks.
7、 Accumulated various related party transactions with the related party
From January 1, 2022 to the disclosure date of this announcement, except for this connected transaction, the total amount of various connected transactions between the company and the connected person (including other connected persons controlled by the same subject or controlled by each other) is 4155040 yuan.
8、 Opinions of independent directors and board of supervisors
(I) prior approval opinions and independent opinions of independent directors
The independent directors of the company expressed their prior approval opinions on the transaction: the related party transaction complies with the provisions of the stock listing rules of Shenzhen Stock Exchange and the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders. They agree to submit the matter to the board of directors of the company for deliberation, and the related directors need to avoid voting.
The independent directors of the company expressed their independent opinions on the transaction: the investment and establishment of a joint venture and related party transactions meet the needs of the company’s strategic development, help to improve the company’s competitiveness, and there is no damage to the interests of the company, shareholders, especially small and medium-sized shareholders. Related party transactions shall follow the principles of fairness, impartiality and fairness, and shall not
The transfer of benefits to related parties will not affect the independence of the company. When the connected transaction was submitted to the board of directors for deliberation, the connected directors avoided voting, and the deliberation and voting procedures were in accordance with the company law, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and the articles of association. Therefore, we unanimously agree on this related party transaction.
(II) verification opinions of the board of supervisors
After review, the board of supervisors believes that the investment and establishment of the joint venture and related party transactions are in line with the company’s development strategy and contribute to the company’s further comprehensive competitiveness. The related directors avoided voting on the proposal, the deliberation and decision-making procedures were legal and compliant, and there was no damage to the interests of the company and shareholders. The board of supervisors of the company has no objection to this matter.
9、 Documents for future reference
1. Resolutions of the 17th meeting of the third board of directors;
2. Resolutions of the 15th meeting of the third board of supervisors;
3. The prior approval opinions of the independent directors of the company on the matters considered at the 17th meeting of the third board of directors;
4. Independent opinions of the company’s independent directors on matters considered at the 17th meeting of the third board of directors. It is hereby announced.
Ningbo Sunrise Elc Technology Co.Ltd(002937) board of directors January 20, 2022
