Jiangsu Daybright Intelligent Electric Co.Ltd(300670) board of directors
Description of assets purchased and sold within 12 months before the reorganization
Jiangsu Daybright Intelligent Electric Co.Ltd(300670) (hereinafter referred to as ” Jiangsu Daybright Intelligent Electric Co.Ltd(300670) ” or “the company”) intends to pay cash from the original lessee Tianjin Huajing zero one ship leasing Co., Ltd. (hereinafter referred to as “Huajing zero one”) 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 Tianjin Huajing zero two ship leasing Co., Ltd. (hereinafter referred to as “Huajing zero two”) undertakes the financial leasing interests related to Huajing 01 (No. cmhi181-1, Hua Jing 01) and Huajing 02 (No. cmhi181-2, Hua Jing 02). When the lease term expires, the company will obtain the ownership of Huajing 01 and Huajing 02.
The total amount of this transaction is expected to be USD 133985600 (RMB 854251700; converted at the exchange rate on December 31, 2021, the same below), after deducting the financial leasing cost of RMB 292 million (USD 457989) paid by the original lessees Huajing zero one and Huajing zero two as of December 31, 2021, Daye new energy or other entities designated by it shall pay US $81.0591 million (RMB 516.8082 million) in finance lease principal and US $7.1276 million (RMB 45.4435 million) in finance lease interest.
This transaction constitutes a major asset restructuring and does not involve performance commitment and compensation, ownership of profits and losses in the transition period and arrangements for accumulated undistributed profits, impairment test and compensation of assets.
The main situations of the company’s asset purchase within 12 months before the date of the meeting of the board of directors considering the transaction plan are as follows:
On May 11, 2021, the company acquired 10% of the 34.3461% equity of Jiangsu Gulf Electric Technology Co., Ltd. (hereinafter referred to as “Gulf technology”) held by Baozhou equity investment partnership (limited partnership) of Ningbo Meishan free trade port area in cash, with the acquisition price of RMB 125 million. According to relevant laws and regulations and the articles of association, this transaction is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. On May 31, 2021, Gulf technology completed the industrial and commercial changes involved in this transaction.
In May 2021, the company acquired 10% equity of Gulf technology as the first step of the company’s plan to purchase 64% equity held by some shareholders of Gulf technology by issuing shares and paying cash. Subsequently, the company actively promoted the acquisition of 54% equity of Gulf technology by issuing shares and paying cash. Due to the failure to reach an agreement with the shareholders of Gulf technology, As a result, the company cannot continue to acquire 54% equity of Gulf technology. According to the equity transfer agreement signed by the company and Ningbo Baozhou in May 2021, if the acquisition of overseas technology equity cannot be promoted or fails, the company has the right to decide to cancel the acquisition of overseas technology equity, and Ning Baozhou needs to cooperate with the company to complete the return formalities of 10% equity, And return the corresponding equity transfer money and its annualized interest of 4%.
In view of this, on January 23, 2022, The company held the 14th meeting of the third board of directors to consider and approve the proposal on major adjustment of the restructuring plan, the proposal on agreeing to transfer 10% of the equity of Jiangsu Gulf Electric Technology Co., Ltd. held by the company to Baozhou equity investment partnership (limited partnership) in Ningbo Meishan free trade port area and sign the equity transfer agreement and the creditor’s right and debt transfer agreement, etc, The company cancelled the acquisition of overseas technology equity and made major adjustments to the restructuring plan. The subject matter of the transaction was changed from 64% equity of Gulf technology to relevant financial lease interests of Huajing 01 and Huajing 02.
Ningbo Baozhou shall pay the company a total of RMB 125 million for equity transfer and interest on capital occupation for half a year. The company, Daye new energy, Jiangsu Huajing Zifu Enterprise Management Co., Ltd. (hereinafter referred to as “Huajing Zifu”) and Ningbo Baozhou signed the creditor’s rights and debt transfer agreement, and Ningbo Baozhou transferred the above debts to Huajing Zifu, The company transferred the above creditor’s rights to Daye new energy, and Huajing Zifu Daye new energy paid 125 million yuan of equity transfer and 2.5 million yuan of capital occupation interest, which offset the ship transfer. So far, the company’s acquisition of 64% equity of Gulf technology has been terminated, and the resulting creditor’s rights and debts have been properly arranged and solved.
In addition to the above, there were no other purchases and sales of assets within 12 months before the major asset restructuring.
Jiangsu Daybright Intelligent Electric Co.Ltd(300670) board of directors
January 23, 2022
