Securities code: 300670 securities abbreviation: Jiangsu Daybright Intelligent Electric Co.Ltd(300670) Announcement No.: 2022-002 Jiangsu Daybright Intelligent Electric Co.Ltd(300670)
Announcement of resolutions of the 14th meeting of the third board of directors
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 omissions.
1、 Convening of board meeting
1. The notice of the 14th meeting of the third board of directors of Jiangsu Daybright Intelligent Electric Co.Ltd(300670) (hereinafter referred to as “the company” or ” Jiangsu Daybright Intelligent Electric Co.Ltd(300670) “) was delivered to all directors by hand, telephone and e-mail on January 20, 2022.
2. The board meeting was held at 9:30 a.m. on January 23, 2022 in the company’s conference room in the form of on-site meeting.
3. There are 5 directors who should attend the board meeting and 5 actually attended the board meeting.
4. The board of directors was presided over by Mr. Chen Jie, chairman of the board of directors, and the supervisors and senior managers of the company attended the board of directors as nonvoting delegates.
5. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other laws, administrative regulations, departmental rules, normative documents and the relevant provisions of the Jiangsu Daybright Intelligent Electric Co.Ltd(300670) articles of association.
2、 Deliberations of the board meeting
(I) the proposal on major adjustment of the reorganization plan was deliberated and adopted item by item
Review process: in order to improve transaction efficiency and reduce transaction costs, and for the purpose of safeguarding the interests of all shareholders, the board of directors approved the company to adjust the major asset restructuring plan. The specific adjustment contents are as follows:
1. Underlying assets and counterparties
Before adjustment:
The underlying asset is 64.00% equity of Jiangsu Gulf Electric Technology Co., Ltd. (hereinafter referred to as “Gulf technology”).
The counterparties are the shareholders of Gulf technology, including one natural person shareholder Zheng xuezhou and 14 institutional shareholders, namely Ningbo Meishan bonded port Baozhou equity investment partnership (limited partnership) (hereinafter referred to as “Ningbo Baozhou”), Taizhou Shengxin Venture Capital Management Co., Ltd., Xiaoxian Jiuyou equity investment fund partnership (limited partnership) Ningbo Free Trade Zone Keduo investment partnership (limited partnership), Suqian Hunpu No. 2 investment center (limited partnership), Ningbo Meishan free trade port jiashuwen investment partnership (limited partnership), Ningbo Meishan free trade port jinbaosheng investment management partnership (limited partnership) (hereinafter referred to as “jinbaosheng”) Jialichuang enterprise management partnership (limited partnership) of Ningbo Meishan free trade port area (hereinafter referred to as “jialichuang”), Hanyu investment partnership of Ningbo Free Trade Zone (limited partnership), Suqian Hunpu hunjin No. 5 investment center (limited partnership), Shanghai Zhangting Investment Management Center (limited partnership), Runze equity investment partnership of Fuzhou Development Zone (limited partnership) Qingdao Avram industrial investment enterprise (limited partnership), Nanjing Avram venture capital partnership (limited partnership).
After adjustment:
The counterparties of this transaction are Tianjin Huajing zero one ship leasing Co., Ltd. (hereinafter referred to as “Huajing zero one”) and Tianjin Huajing zero two ship leasing Co., Ltd. (hereinafter referred to as “Huajing zero two”), the holding grandchildren of Gulf technology.
The underlying assets of this transaction are the financial lease interests related to Huajing 01 (No. cmhi181-1, Huajing 01) and Huajing 02 (No. cmhi181-2, Hua Jing 02) of offshore wind power installation platform. Voting results: 5 in favor, 0 against and 0 abstention. The proposal was passed.
2. Estimated value and transaction pricing of the underlying assets
Before adjustment:
The asset audit and appraisal have not been completed. The appraisal value of 100% equity of Gulf technology as of the benchmark date of August 31, 2020 is 1252 million yuan, which is the estimated value of this transaction. The final trading price of Gulf technology will be based on the evaluation results of the evaluation report issued by the asset evaluation institution with securities and futures related business qualifications. The listed company and the counterparty will finally determine the trading price before the listed company reconvenes the board of directors or sign relevant agreements at the same time, The asset appraisal report issued by the asset appraisal institution at that time shows that the valuation of Gulf technology is less than 1250 million yuan, the transaction price is determined according to the appraisal value, the valuation is higher than or equal to 1250 million yuan, and the transaction price is 1250 million yuan.
After adjustment:
The parties to the transaction are Hailong 10 (Tianjin) Leasing Co., Ltd. (hereinafter referred to as “Hailong 10”), Hailong 11 (Tianjin) Leasing Co., Ltd. (hereinafter referred to as “Hailong 11”), Gulf technology, Huajing zero one The contract prices of cmhi181-1 ship sales contract, cmhi181-2 ship sales contract and Huajing 01 ship lease contract signed by Huajing zero two and others are taken as reference. Through friendly negotiation, the total amount of this transaction is USD 133985600 (RMB 854251700; converted at the exchange rate on December 31, 2021, the same below), deducting the original lessee Huajing zero one After huajing-02 has paid 292 million yuan (US $45.7989 million) of finance lease cost as of December 31, 2021, Jiangsu Daye New Energy Technology Co., Ltd. (hereinafter referred to as “Daye new energy”) or other entities designated by it subsequently payable US $81.0591 million (RMB 516.8082 million) of finance lease principal, Interest payable on finance lease is USD 7.1276 million (RMB 45.4435 million).
Jiangsu Tianjian Huachen Assets Appraisal Co., Ltd. has adopted the replacement cost method to evaluate the two water platforms to be purchased by Jiangsu Daybright Intelligent Electric Co.Ltd(300670) . The total market value of the two water platforms on the benchmark date of July 31, 2021 is 851.675 million yuan. The appraisal company has fully considered the macroeconomic environment, specific conditions of the assets to be purchased, industrial policies and development, and reflected the market value of the assets to be purchased from the perspective of replacement cost.
According to the appraisal report issued by Jiangsu Tianjian Huachen Assets Appraisal Co., Ltd., the total market value of Huajing 01 water platform held by Hailong No. 10 and Huajing 02 water platform held by Hailong No. 11 on the benchmark date is 851675000 yuan. Therefore, the pricing of the underlying assets of this transaction is close to the assessed value, and the pricing of this transaction is fair and reasonable.
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was passed.
3. Payment method and issuance method of consideration
Before adjustment:
The company intends to pay the transaction price of the underlying assets to the counterparty through the combination of issuing shares and paying cash. The issuance method is non-public issuance, in which 60% of the consideration is paid by issuing shares, and the price of issuing shares is 6.78 yuan / share, which is not less than 80% of the average trading price of the company’s shares 60 trading days before the pricing basis date; 40% of the consideration shall be paid in cash. Within one month after the completion of raising supporting funds, the listed company shall pay cash consideration to the counterparty.
After adjustment:
This transaction is mainly paid in cash, and the fund payment arrangement is as follows:
(1) Daye new energy or other entities designated by Daye new energy shall pay a total of 292 million yuan to the original Charterers Huajing zero one and Huajing zero two within 40 days after the adoption of the general meeting of shareholders as the consideration compensation for the ship financing lease payment paid by the original Charterers Huajing zero one and Huajing zero two to Hailong 10 and Hailong 11.
(2) In May 2021, Jiangsu Daybright Intelligent Electric Co.Ltd(300670) acquired 10% equity of Gulf electric held by Ningbo Baozhou. Later, Ningbo Baozhou triggered the equity return clause, resulting in a repurchase amount of RMB 127.5 million receivable from Ningbo Baozhou; According to the relevant contracts of this transaction, Huajing Zifu shall bear the payment obligation of RMB 127.5 million of Ningbo Baozhou, which is offset by the ship transfer.
(3) From January 1, 2022, Daye new energy or other entities designated by Daye new energy will pay Huajing 01 ship financial lease payment to Hailong 10 on a quarterly basis based on USD 24400 / calendar day. It is estimated that by September 30, 2026, after Daye new energy pays the rent of the last day and the remaining financial lease amount of USD 1783730.71, the payable amount of Huajing 01 will be paid.
From January 1, 2022, Daye new energy or other entities designated by Daye new energy will calculate and pay Huajing 02 ship financial lease to Hailong 11 on a quarterly basis at the rate of USD 24400 / calendar day. It is expected that by September 30, 2026, Daye new energy will pay the rent and the remaining USD 1783730.71 for the last day, and Huajing 02 will be paid.
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was passed.
4. Performance commitment, compensation arrangement and periodic arrangement of share lock
Before adjustment:
The performance commitment party and compensation obligor are Ningbo Baozhou, Zheng xuezhou, jialichuang and jinbaosheng. The performance commitment period is four years, that is, the net profit of Gulf technology in 2021, 2022, 2023 and 2024 (the lower after deducting non recurring profits and losses) shall not be less than 130 million yuan, 150 million yuan, 175 million yuan and 200 million yuan respectively. If the performance commitment party needs to pay compensation to the listed company in the current period, it shall first compensate with the shares obtained by the performance commitment party due to this transaction, and the insufficient part shall be compensated by the performance commitment party in cash.
The shares of listed companies obtained by Ningbo Baozhou, jinbaosheng, jialichuang and Zheng xuezhou due to this restructuring shall not be transferred until the profit commitment period expires and it is confirmed that they have fulfilled all their profit compensation obligations; Other counterparties shall not transfer shares within 12 months from the date of completion of share issuance.
After adjustment:
The performance commitment, compensation arrangement and periodic share lock arrangement in the trading scheme have been cancelled.
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was passed.
5. Raise supporting funds
Before adjustment:
The company plans to raise matching funds from non-public offering of shares to no more than 35 investors at the same time, which will be used to pay the cash consideration, transaction taxes and other M & A integration expenses, intermediary expenses, supplement the working capital of the listed company and the target company, repay the debt and the project construction of the target company.
After adjustment:
The relevant arrangements for raising supporting funds in the adjusted trading scheme have been cancelled.
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was passed.
6. Ownership of profits and losses in the transition period and arrangements for accumulated undistributed profits of the listed company and the target company after the completion of this transaction
Before adjustment:
The profits generated by the target company during the transition period shall be enjoyed by the listed company according to the proportion of equity held by the target company; In case of losses, Ningbo Baozhou, jinbaosheng, jialichuang and Zheng xuezhou will make up the losses to the listed company in cash. After the delivery date of the underlying assets, the audit institution shall audit the profits and losses generated by the underlying assets during the transition period and issue a special audit report. If the underlying assets confirmed according to the above special audit report generate losses during the transition period, Ningbo Baozhou, jinbaosheng, jialichuang and Zheng xuezhou shall pay the losses in place within 10 working days after the amount of losses is determined by the audit. If the delivery date of the underlying asset is before the 15th (inclusive) of the current month, the profit and loss audit base date of the transition period is the end of the previous month; If the delivery date of the underlying asset is after the 15th of the current month, the profit and loss audit base date of the transition period is the end of the current month.
After the completion of this transaction, the accumulated undistributed profits of the target company before the benchmark date shall be enjoyed by the listed company in proportion to the equity of the target company; All the accumulated profits of the listed company before the registration date of the reorganization and issuance of shares shall be enjoyed by all shareholders after the registration date of shares in proportion to their shareholding.
After adjustment:
There is no profit and loss attribution in the transition period and the arrangement of accumulated undistributed profits of the listed company and the target company after the completion of this transaction.
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was passed.
The adjustment of the transaction plan for the purchase of assets mainly involves the change of the underlying assets, the payment method of consideration, performance commitment, compensation arrangement, periodic arrangement of share lock, raising supporting funds, attribution of profits and losses in the transition period, arrangement of accumulated undistributed profits of the listed company and the underlying company after the completion of the transaction, etc, According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, the opinions on the application of Articles 28 and 45 of the measures for the administration of major asset restructuring of listed companies – opinions on the application of securities and futures laws No. 15, this adjustment involves the change of the underlying assets, which constitutes a major adjustment to this trading scheme. The independent directors approved the adjustment of the major asset restructuring plan in advance and expressed their agreed independent opinions.
For details, please refer to cninfo.com.cn (www.cn. Info. Com. CN.) on the same day Announcement on restructuring plan adjustment constituting major adjustment.
(II) the proposal on approving Baozhou equity investment partnership (limited partnership) in Ningbo Meishan free trade port area to transfer 10% of the equity of Jiangsu Gulf Electric Technology Co., Ltd. held by the company and sign the equity transfer agreement and the creditor’s right and debt transfer agreement was deliberated and adopted
Review process: in order to improve transaction efficiency and reduce transaction costs, The board of directors of the company agreed that Ningbo Baozhou would transfer 10% equity of Gulf technology held by the company with 127.5 million yuan (125 million yuan of equity transfer and 2.5 million yuan of interest), and signed the equity transfer agreement between Ningbo Meishan bonded port Baozhou equity investment partnership (limited partnership) and Jiangsu Daybright Intelligent Electric Co.Ltd(300670) Jiangsu Gulf Electric Technology Co., Ltd.
It is agreed that the company and Ningbo Baozhou, Daye new energy and Huajing Zifu will separately sign the creditor’s right and debt transfer agreement, which stipulates that Ningbo Baozhou will transfer the debt to Huajing Zifu, and Huajing Zifu will pay 127.5 million yuan to Daye new energy after transferring the creditor’s right to the company.
For details, please refer to cninfo.com.cn (www.cn. Info. Com. CN.) on the same day Announcement on selling equity and signing relevant agreements.
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was passed.
(III) the proposal on this major asset purchase and related party transactions was deliberated and adopted item by item. The deliberation process is as follows:
1. Overview of the transaction scheme
After deliberation by the directors attending the meeting, it is agreed that the company intends to pay mainly through the wholly-owned subsidiary Jiangsu Daye New Energy Technology Co., Ltd. (hereinafter referred to as “Daye new energy”) or other entities designated by it
