Securities code: 002196 securities abbreviation: Zhejiang Founder Motor Co.Ltd(002196) Announcement No.: 2022-008 Zhejiang Founder Motor Co.Ltd(002196)
Announcement on non-public offering of shares involving 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 and major omissions.
Special tips:
1. The non-public offering still needs to be approved or approved by the general meeting of shareholders and the China Securities Regulatory Commission. Whether the non-public offering plan can obtain relevant approval or approval and the time of obtaining relevant approval or approval are uncertain.
2. The company held the 15th meeting of the 7th board of directors on January 25, 2022, and deliberated and passed the proposal on related party transactions involving non-public development of A-Shares in 2022. The related party transactions involved in the company’s non-public offering must be submitted to the general meeting of shareholders for deliberation and approval, and the related shareholders will avoid voting. 1、 Overview of related party transactions
(I) transactions
1. Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as “the company” or “the company” or ” Zhejiang Founder Motor Co.Ltd(002196) “) this non-public offering of A-Shares is aimed at no more than 35 specific investors, including the company’s controlling shareholder Zhuoyue Automobile Co., Ltd. (hereinafter referred to as “Zhuoyue automobile”), as well as securities investment fund management companies, securities companies Trust and investment companies, financial companies, insurance institutional investors, qualified overseas institutional investors and other legal persons, natural persons or other institutional investors in accordance with laws and regulations.
The number of A-Shares in this non-public offering shall not exceed 20% of the total share capital of the company before this offering. The total share capital of the company before issuance is 499444930 shares, that is, the upper limit of the number of shares issued this time is 99888986 shares (including this number), and the total amount of raised funds does not exceed 1 million yuan (including 1 million yuan). Among them, Zhuoyue automobile plans to subscribe for the shares issued this time with an amount of no less than RMB 100 million (including this amount) and no more than RMB 300 million (including this amount). The number of shares subscribed is determined by dividing the subscription amount by the issue price of the raised funds. If the last number of shares issued is less than 1 share, the non integer part is rounded off.
On January 25, 2022, the company and Zhuoyue automobile signed the Zhejiang Founder Motor Co.Ltd(002196) share subscription agreement with conditional effectiveness of non-public Development Bank shares.
2. Zhejiang Founder Motor Co.Ltd(002196) it is proposed to lease the plant of Zhejiang Xingjian Industry Development Co., Ltd. (hereinafter referred to as “Xingjian industry”) to implement the fund-raising projects of “annual output of 1.8 million sets of new energy vehicle drive motors” and “Lishui fangdezhiqu Application Technology Research Institute expansion project”.
(II) relationship
1. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the issue object of this time is Zhuoyue automobile, which is the controlling shareholder of the company. Therefore, this non-public offering of shares to Zhuoyue automobile constitutes a connected transaction. 2. According to relevant regulations such as the Listing Rules of Shenzhen Stock Exchange, in the past 12 months, Zhejiang Founder Motor Co.Ltd(002196) once held 30% equity of starship industry, and Mou Jian, the director and Secretary of the board of directors of Zhejiang Founder Motor Co.Ltd(002196) once served as a director of starship industry. Therefore, starship industry is a related party of the company, and the plant leasing of the company and starship industry constitutes a related party transaction.
(III) implementation of approval procedures
The proposal of this connected transaction has been deliberated and adopted at the 15th meeting of the seventh board of directors held on January 25, 2022. When considering the related party transaction proposal, the related directors have avoided voting.
Before being submitted to the board of directors for deliberation, the independent directors of the company reviewed the above matters related to related party transactions, issued prior approval opinions, and agreed to submit the related party transactions to the 15th meeting of the seventh board of directors for deliberation. When the board of directors deliberated on the related party transactions, the independent directors unanimously agreed on the related party transactions and expressed independent opinions.
(IV) approval procedures to be performed
This connected transaction can only be implemented after being deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC. 2、 Basic information of related parties
(I) excellent automobile
1. Basic information enterprise name: Zhuoyue Automobile Co., Ltd
Registered address: No. 926, Changhong East Street, Fuxi street, Deqing County, Huzhou City, Zhejiang Province (Moganshan national high tech Zone)
Legal representative: Ding Gang
Date of establishment: September 29, 2018
The registered capital is 710 million yuan
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Automobile and parts design, R & D, assembly, model design, new energy special vehicles, logistics vehicles, business scope, manufacturing, sales, assembly and maintenance of special vehicles and parts, electromechanical products, wholesale and retail of metal materials, non-ferrous metals, hardware and electricity, import and export of goods and technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Equity control relationship
As of January 20, 2022, the equity structure of excellence automobile is as follows:
3. Main business and financial status
The main business of excellence automobile is investment and operation.
The main financial of Zhuoyue automobile in the latest year is shown in the following table:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Total assets 113681.08 111037.96
Total liabilities 44231.75 42491.70
Total owner’s equity 69449.33 68546.26
Project from January to September 2021 to 2020
Operating income 107.21 547.87
Total profit -598.31 -2187.94
Net profit -598.31 -2187.94
Note: the data of December 31, 2020 / 2020 has been audited; The data of September 30, 2021 / January September 2021 are unaudited.
(II) star ship industry
1. Basic information enterprise name: Zhejiang Xingjian Industrial Development Co., Ltd
Registered address: No. 73, Shiniu Road, nanmingshan street, Liandu District, Lishui City, Zhejiang Province
Legal representative: Cao Yi
Date of establishment: May 21, 2021
The registered capital is 50 million yuan
Enterprise type: other limited liability companies
General items: park management services; Big data services; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Technical consulting service of artificial intelligence public service platform; New material technology promotion services; Commercial complex management services; Warehousing equipment leasing services; Mechanical equipment leasing; Research and development of mechanical equipment; Manufacturing of mechanical and electrical equipment; Sales of mechanical equipment; General equipment manufacturing (excluding special equipment manufacturing); Sales of building decoration materials; Sales agent; Trade brokerage; Conference and exhibition services; Internet of things technology services; Information system integration service; China cargo transportation agency; Housing lease; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion (except for projects that must be approved according to law, business activities shall be carried out independently according to law with business license). Licensed projects: technology import and export (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results).
2. Equity control relationship
As of January 20, 2022, Zhejiang Founder Motor Co.Ltd(002196) holds 100% equity of starship industry.
3. Main business and financial status
The main businesses of starship industry are park management services, big data services and general cargo warehousing services.
The main financial of starship industry in the latest year is shown in the following table:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Total assets 2575.92-
Total liabilities 6.46-
Total owner’s equity 2569.46-
Project from January to September 2021 to 2020
Operating income 0.00-
Total profit 23.54-
Net profit 23.54
Note: the data of September 30, 2021 / January September 2021 are unaudited.
3、 Basic information of related party transactions
1. The subject matter of this transaction between the company and Zhuoyue automobile is the non-public offering of RMB common shares (A shares) of the company.
2. The subject of this transaction between the company and starship industry is the plant use right of starship industry located in the industrial plot d-28-2 of qibaiyang, Nancheng, Lishui.
4、 Transaction pricing policy and pricing basis
(I) Pricing of outstanding automobile’s participation in non-public offering
This issue is issued by inquiry, and the pricing benchmark date is the first day of the issuance period of this issue, The issuing price shall not be lower than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date = the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date ÷ the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date).
If the company has ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the issuance reserve price of this non-public offering will be adjusted accordingly.
The final issue price will be determined by the board of directors through consultation with the sponsor (lead underwriter) within the scope authorized by the general meeting of shareholders in accordance with the provisions of relevant laws, regulations and normative documents and according to the inquiry results after the company obtains the approval and reply of the CSRC on this issue.
Zhuoyue automobile does not participate in the inquiry process of this offering pricing, but accepts the subscription inquiry results of other offering objects and subscribes for the shares of this non-public offering at the same price as other offering objects. If the issue price of this issue cannot be generated through the above market inquiry, excellence automobile shall be determined according to the issue base price (fixed price) of this issue
(II) Pricing of starship industrial plant leased by the company
The monthly rent per square meter of construction area is RMB 15.5 yuan including tax. The monthly rent is one million three hundred and ninety five thousand yuan only (￥ 1395000.00), and the total annual rent is sixteen million seven hundred and forty thousand yuan only (￥ 16740000.00).
5、 Main contents of the transaction agreement
1. The main contents of the transaction agreement between the company and the subscription object Zhuoyue Automobile Co., Ltd. are detailed in the company’s disclosure on cninfo.com.cn on the same day Announcement of Zhejiang Founder Motor Co.Ltd(002196) on signing >.
2. The main contents of the transaction agreement between the company and starship industry are detailed in the company’s disclosure on cninfo.com.cn on the same day Announcement of Zhejiang Founder Motor Co.Ltd(002196) on signing the lease contract and related party transactions.
6、 Other arrangements involving connected transactions
This non-public offering of shares and plant leasing do not involve other arrangements for related party transactions.
7、 Transaction purpose and impact on Listed Companies
1. The funds raised in this non-public offering will be fully paid after deducting the issuance expenses
