Securities code: 300670 securities abbreviation: Jiangsu Daybright Intelligent Electric Co.Ltd(300670) Announcement No.: 2022-005 Jiangsu Daybright Intelligent Electric Co.Ltd(300670)
Announcement on selling equity and signing relevant agreements
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.
Jiangsu Daybright Intelligent Electric Co.Ltd(300670) (hereinafter referred to as "the company" " Jiangsu Daybright Intelligent Electric Co.Ltd(300670) ") convened the 14th meeting of the third board of directors on January 23, 2022, with 5 affirmative votes, 0 negative votes With 0 abstention, the proposal on approving Baozhou equity investment partnership (limited partnership) of 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 reviewed and adopted. The details are as follows:
1、 Overview of this transaction
The company held the fifth meeting of the third board of directors on May 11, 2021, deliberated and adopted the proposal on the company's acquisition of 10% equity of Jiangsu Gulf Electric Technology Co., Ltd, The board of directors agreed to purchase 10% of the 34.3461% equity of Haiwan Electric Co., Ltd. (hereinafter referred to as "Ningbo Baozhou") which is the controlling shareholder of Jiangsu Bay Electric Technology Co., Ltd. (hereinafter referred to as "Gulf electric") in cash of RMB 125million and signed the Jiangsu Daybright Intelligent Electric Co.Ltd(300670) Agreement on equity transfer of Jiangsu Gulf Electric Technology Co., Ltd. with Ningbo Meishan free trade port Baozhou equity investment partnership (limited partnership) and supplementary agreement on equity transfer agreement of Jiangsu Gulf Electric Technology Co., Ltd. with Jiangsu Daybright Intelligent Electric Co.Ltd(300670) Ningbo Meishan free trade port Baozhou equity investment partnership (limited partnership). The company has completed the payment of the above equity transfer funds, and Gulf Electric has completed the industrial and commercial change involved in the exchange. At present, the company holds 10% equity of Gulf electric.
According to the above relevant agreements, if Jiangsu Daybright Intelligent Electric Co.Ltd(300670) decides to cancel this transaction due to the substantial obstacles affecting the subsequent capital operation of Gulf electric, Ningbo Baozhou shall cooperate with Jiangsu Daybright Intelligent Electric Co.Ltd(300670) to complete the return formalities of 10% equity, and return the corresponding equity transfer money and its annualized 4% interest. As of the deliberation date of the 14th meeting of the third board of directors, the above 10% equity return has been triggered.
Through consultation between the company and Ningbo Baozhou and deliberation and approval at the 14th meeting of the third board of directors, It is agreed that Ningbo Baozhou will transfer 10% equity of Gulf electric held by the company with 127.5 million yuan (125 million yuan of equity transfer and 2.5 million yuan of capital use interest), and sign 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.
This transaction does not involve related party transactions, nor does it constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies. This transaction is within the deliberation authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the counterparty
Name: Ningbo Meishan free trade port Baozhou equity investment partnership (limited partnership)
Unified social credit Code: 91330206ma290hd59h
Type: limited partnership
Executive partner: Zheng xuezhou
Registered capital: 57.438373 million yuan
Date of establishment: April 28, 2017
Address: e0687, zone a, Room 401, building 1, No. 88, Meishan Qixing Road, Beilun District, Ningbo City, Zhejiang Province
Business scope: equity investment and related consulting services. (without the approval of the financial and other regulatory authorities, it is not allowed to engage in financial businesses such as deposit taking, financing guarantee, customer financing and capital collection (financing) from the public) (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
Major shareholders:
Unit: 10000 yuan
Sequence name or name of shareholder contribution amount contribution proportion No
1 Zheng xuezhou 4423.32 79.45%
2 Huzhou you enterprise management consulting partnership (limited partnership) 1043.84 18.75%
3 Jinjun 100 1.80%
Total 5567.16 100.00%
Note: if there is any decimal point difference, it is the result of rounding.
In addition to this transaction, Ningbo Baozhou has no relationship with the company, the company's top ten shareholders, directors, supervisors and Gao in terms of property rights, business, assets, creditor's rights and debts, personnel, or other relationships that may or have caused the company to tilt its interests.
Upon inquiry on China execution information disclosure network, as of the disclosure date of this announcement, Ningbo Baozhou is not a dishonest person to be executed.
3、 Basic information of the underlying assets of this transaction
(I) the transaction object of this transaction is the 10% equity of Gulf electric held by the company. The ownership of the equity is clear, there is no mortgage, pledge or any other restriction on transfer, nor does it involve litigation, arbitration matters or judicial coercive measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.
(II) the basic information of Gulf science and technology is as follows:
Company name: Jiangsu Gulf Electric Technology Co., Ltd
Unified social credit Code: 91320600575405420c
Type: limited liability company
Legal representative: Zheng xuezhou
Registered capital: 49.992552 million yuan
Date of establishment: May 25, 2011
Address: north side of Tianmu West Road, Sanshui street, Jiangyan District, Taizhou City
Business scope: electrical technology research and development; Software development; Marine new energy equipment, marine engineering and ship technology transfer and technical services; R & D, production and sales of marine new energy equipment, marine engineering and ship electrical equipment, alarm equipment and automatic control equipment (production has another branch); Sales of ship equipment, communication equipment, hardware and electrical equipment; Ocean engineering design; Operate the export business of the self-produced products of the enterprise and the import and export business of mechanical equipment, spare parts and raw and auxiliary materials required by the enterprise. (except for the commodities restricted by the state to be operated by enterprises or prohibited from import and export) (for the projects subject to approval according to law, the business activities can be carried out only with the approval of relevant departments).
Major shareholders:
Unit: 10000 yuan
No. name or name of shareholder amount and proportion of capital contribution
1 Ningbo Meishan free trade port Baozhou equity investment partnership (limited partnership) 1217.12 24.35%
2 Taizhou Shengxin Venture Capital Management Co., Ltd. 918.23 18.37%
3. Xiaoxian Jiuyou equity investment fund partnership (limited partnership) 517.09 10.34%
4 Jiangsu Daybright Intelligent Electric Co.Ltd(300670) 499.93 10.00%
5 Zheng xuezhou 308.00 6.16%
6 Suqian Hunpu No.2 Investment Center (limited partnership) 246.08 4.92%
7 Huzhou jiashuwen enterprise management consulting partnership (limited partnership) 201.62 4.04%
8 Ningbo Meishan free trade port jinbaosheng investment management partnership (limited partnership) 189.59 3.79%
9 jialichuang enterprise management partnership (limited partnership) in Ningbo Meishan free trade port 184.50 3.69%
10 Ningbo Free Trade Zone Keduo investment partnership (limited partnership) 174.32 3.49%
11 Huzhou Hanjin enterprise management consulting partnership (limited partnership) 124.10 2.48%
12 Suqian Hunpu hunjin No. 5 investment center (limited partnership) 121.60 2.43%
13 Shanghai Zhangting Investment Management Center (limited partnership) 95.83 1.92%
14 Fuzhou Development Zone Runze equity investment partnership (limited partnership) 84.66 1.69%
15 Qingdao aven industrial investment enterprise (limited partnership) 76.99 1.54%
16 Nanjing aven venture capital partnership (limited partnership) 39.60 0.79%
Total 4999.26 100.00%
Note: if there is any decimal point difference, it is the result of rounding.
Main financial data of Gulf electric in the latest year and period:
Unit: Yuan
Main financial data December 31, 2021 December 31, 2020
Total assets 1449836075.00 1353604630.09
Net assets 386787845.76 271670775.62
Total liabilities 1063048229.24 1081933854.47
Total receivables 301016856.10 169368238.10
Total amount of contingencies (guarantee, litigation, arbitration) --
Main financial data December 31, 2021 December 31, 2020
Operating income 509333325.21 336628194.33
Total profit 144644944.83 87267005.32
Net profit 116420266.10 71675729.83
Net cash flow from operating activities 263288195.64 9785895.42
Note: the above financial data are consolidated statement data and have not been audited.
After inquiry on China executive information disclosure network, as of the disclosure date of this announcement, Gulf Electric is not a dishonest executee.
(III) transfer of creditor's rights and debts in this transaction
According to the credit and debt transfer agreement signed by the company with Ningbo Baozhou, Daye new energy and Huajing Zifu, the credit and debt transfer of this transaction is as follows:
The company agrees to transfer the creditor's rights of 127.5 million yuan to Daye new energy, Daye new energy agrees to accept the above creditor's rights, Huajing Zifu agrees to accept the debt of 127.5 million yuan from Ningbo Baozhou to the company, and the company agrees to the debt transfer and agrees that Huajing Zifu will pay 127.5 million yuan to Daye new energy or its designated party. 4、 Main contents of equity transfer agreement and creditor's rights and debts transfer agreement
(I) main contents of equity transfer agreement
1. Agreement subject
Party A: Ningbo Meishan free trade port Baozhou equity investment partnership (limited partnership)
Party B: Jiangsu Daybright Intelligent Electric Co.Ltd(300670)
2. Main terms of the agreement
(1) Equity transfer and payment method
a. Both parties confirm and agree that Party B once purchased 10% equity of Gulf electric held by Party A at the price of 125 million yuan, and now party a purchases 10% equity of Gulf electric held by Party B at the price of 125 million yuan. At the same time, Party A agrees to pay Party B 125 million yuan of equity transfer, and the interest on the capital occupied for half a year is 2.5 million yuan in total
