Securities code: 002997 securities abbreviation: Rayhoo Motor Dies Co.Ltd(002997) Announcement No.: 2022-009
Rayhoo Motor Dies Co.Ltd(002997)
Announcement on signing investment agreement and obtaining business license
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 major omissions.
1、 Basic information of investment
Rayhoo Motor Dies Co.Ltd(002997) (hereinafter referred to as “the company” or “the company”) and Wuhu Chery Technology Co., Ltd. (hereinafter referred to as “Chery technology”) and Wuhu Yongda Technology Co., Ltd. (hereinafter referred to as “Yongda technology”) jointly invest in the new energy vehicle lightweight parts project, which is invested and constructed in Jiujiang District, Wuhu City, Anhui Province, The construction content of the project is mainly the development, design and manufacturing of precision aluminum alloy die castings for energy-saving and new energy vehicles. It has an annual production capacity of 500000 sets of large and lightweight auto parts. This project is an extension of the company’s downstream parts industry based on the existing automobile manufacturing equipment business, which will help the company expand the medium and long-term business development space and enhance its comprehensive competitive advantage.
The three parties jointly funded the establishment of Wuhu Ruihu automobile lightweight Technology Co., Ltd., with a registered capital of 100 million yuan, of which the company holds 45%, Chery technology holds 35% and Yongda technology holds 20%. Chery technology holds 27 million shares of the company and is a related party of the company. This investment constitutes a related party transaction.
2、 Progress of foreign investment
(I) business license obtained
Recently, Wuhu Ruihu automobile lightweight Technology Co., Ltd. completed the industrial and commercial registration procedures and obtained the business license issued by Wuhu Jiujiang district market supervision and Administration Bureau. The basic information of the business license is as follows:
Name: Wuhu Ruihu automobile lightweight Technology Co., Ltd
Unified social credit Code: 91340207ma8nmjbo4l
Type: other limited liability companies
Registered capital: RMB 100 million
Legal representative: Chai Zhen
Date of establishment: January 24, 2022
Business term: 50 years
Address: room 8155, complex building, electronic industrial park, economic development zone, Jiujiang District, Wuhu City, Anhui Province
Business scope: manufacturing of auto parts and accessories; Mold manufacturing; Special equipment manufacturing (excluding licensed professional equipment manufacturing); Industrial design services; Research and development of new material technology; Research and development of auto parts; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Non ferrous metal casting; Wholesale of auto parts; Retail of auto parts; Non ferrous alloy sales; Mold sales (in addition to the licensed business, it can independently operate projects not prohibited or restricted by laws and regulations)
(II) signing of investment agreement and its main contents
1. Signing of investment agreement
Recently, the company signed the joint venture agreement of Wuhu Ruihu automobile lightweight Technology Co., Ltd. with Chery technology and Yongda technology. The agreement stipulates that the three parties will jointly contribute to the establishment of Wuhu Ruihu automobile lightweight Technology Co., Ltd., with a registered capital of 100 million yuan, including 45 million yuan (45%) from the company and 35 million yuan (35%) from Chery technology, Yongda technology invested 20 million yuan (holding 20%).
2. Main contents of investment agreement
(1) Basic information of the project
① Name: Wuhu Ruihu automobile lightweight Technology Co., Ltd. (hereinafter referred to as the “joint venture”).
② Business scope: manufacturing of auto parts and accessories; Mold manufacturing; Special equipment manufacturing (excluding licensed professional equipment manufacturing); Industrial design services; Research and development of new material technology; Research and development of auto parts; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Non ferrous metal casting; Wholesale of auto parts; Retail of auto parts; Non ferrous alloy sales; Mold sales (in addition to licensing business, you can independently operate projects not prohibited or restricted by laws and regulations). ③ Term of operation: 50 years, starting from the date of issuance of the business license of the joint venture.
④ Registered capital and share ratio: RMB 100 million yuan. The company’s cash contribution is 45 million yuan (45% shareholding ratio), Chery technology’s cash contribution is 35 million yuan (35% shareholding ratio), Yongda technology’s contribution is 20 million yuan (20% shareholding ratio), including 64750.62 million yuan in cash and 1993.524938 million yuan in non monetary funds, including 980164938 yuan in the assessed value of physical assets The assessed value of intangible assets is 10.1336 million yuan. While Yongda technology contributes non monetary funds to the joint venture, it must replace the casting capacity index (converted casting capacity 32166.72 tons) corresponding to the 8-ton capacity of cast iron smelting furnace to the joint venture free of charge in accordance with the measures for the implementation of the management of casting capacity replacement in Anhui Province (Trial) (WAN Jing Xin equipment letter [2021] No. 126), The joint venture is not required to pay any replacement compensation or consideration to Yongda technology. The contribution progress of all parties remains the same.
⑤ Construction scale: annual production capacity of 500000 sets of large and lightweight auto parts.
⑥ Investment scale: the total investment of the project is planned to be 308 million yuan, including 254 million yuan in fixed assets and 54 million yuan in working capital. It will be constructed in stages according to market demand and business development.
⑦ Project location: Jiujiang District, Wuhu City, Anhui Province.
(2) Joint venture corporate governance
① Each shareholder of the joint venture company shall enjoy the voting right according to the proportion of subscribed capital contribution and the income right according to the proportion of paid in capital contribution; The board of shareholders shall be established as the highest authority of the joint venture company.
② The joint venture company has a board of directors, which is composed of five board seats, including three directors nominated by the company and two directors nominated by Chery technology. The directors are elected by the shareholders’ meeting; One chairman shall be elected by the board of directors from among the directors nominated by the company; The chairman serves as the legal representative of the joint venture.
③ The joint venture does not have a board of supervisors, but a supervisor nominated by Chery technology and elected by the shareholders’ meeting.
④ The general manager, deputy general manager and financial director of the joint venture are its senior managers. There shall be one general manager recommended by the company, nominated by the chairman and appointed and removed by the board of directors; There are two deputy general managers, one recommended by the company and Chery technology respectively, and one financial director recommended by the company. The deputy general manager and financial director are nominated by the general manager and appointed and removed by the board of directors.
⑤ The joint venture company shall implement the company’s accounting policies and financial systems, and the company shall prepare consolidated accounting statements for the joint venture company.
(3) Other
① The three parties and the joint venture shall abide by this agreement in the process of project preparation, formulation of articles of association and operation.
② The joint venture agreement of Wuhu Ruihu automobile lightweight Technology Co., Ltd. shall enter into force after being signed by the three parties, and the agreement can be modified after being unanimously negotiated and agreed by the three parties.
③ Any dispute over this agreement between the parties shall be settled through negotiation. If the negotiation fails, either party may bring a lawsuit to the people’s court in the place where the joint venture is registered.
3、 Risk tips
At present, China’s automotive precision aluminum alloy die casting industry is in the development stage, the industry concentration is low, the market pattern is not stable and mature, there are certain uncertainties in the future development, and there are risks that the market development progress of the joint venture company does not meet expectations and the construction capacity cannot be digested in time.
The company and all investors will actively take the following countermeasures to deal with risks: (1) reasonably plan the construction project scale: the project construction scale is formulated with reference to the current industry growth rate and the growth of the company’s future capacity-building and business scale, so as to make the capacity scale construction reasonable by analyzing the needs of potential customers and combining the market forecast; (2) Deepen cooperation with existing customers: through long-term accumulation, the company has a number of customers with stable cooperative relations. In the early stage of the project construction, the company will reach an intention with some existing customers as soon as possible, lock business orders, and promote the full production of the project as soon as possible after it is put into operation; (3) Strengthen the market development of emerging customers: the company’s main customers are concentrated in the automobile industry, actively seize the development opportunity of Shanxi Guoxin Energy Corporation Limited(600617) automobile’s increasing demand for aluminum die castings, and increase the development of the new energy vehicle market, so as to provide potential market opportunities for the smooth digestion of the production capacity of the project.
4、 Documents for future reference 1. Business license; 2. Investment agreement of Wuhu Ruihu automobile lightweight Technology Co., Ltd. It is hereby announced.
Rayhoo Motor Dies Co.Ltd(002997) board of directors January 24, 2021
