Securities code: 002480 securities abbreviation: Chengdu Xinzhu Road&Bridge Machinery Co.Ltd(002480) Announcement No.: 2022-007 Chengdu Xinzhu Road&Bridge Machinery Co.Ltd(002480)
Announcement on the proposed replacement investment in Chengdu bus with 18.48% equity of tonggong automobile held by the company
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、 Transaction background
In order to implement the decision of Sichuan provincial Party committee and provincial government on promoting the high-quality development of green and low-carbon advantageous industries under the guidance of the goal of carbon peak and carbon neutralization, promote the implementation of the plan of “zero carbon Sichuan”, and accelerate the cultivation and growth of Sichuan’s new energy commercial vehicle industry, Sichuan development Rail Transit Industry Investment Co., Ltd. (hereinafter referred to as “development rail”) plans to restructure and integrate Sichuan Xinzhu tonggong Automobile Co., Ltd. (hereinafter referred to as “tonggong automobile”) and Chengdu Bus Co., Ltd. (hereinafter referred to as “Chengdu Bus”) to build new Chengdu bus into a leading enterprise of new energy commercial vehicles in Sichuan Province.
2、 Transaction overview
All shareholders of tonggong automobile will subscribe 103.9478 million shares issued by Chengdu bus with all their equity held by tonggong automobile, and development track will subscribe 20.4651 million shares issued by Chengdu Bus in cash, and the premium part will be included in the capital reserve of Chengdu bus. According to the audit evaluation confirmed in the evaluation report of tonggong automobile, the total equity value of tonggong automobile as of the benchmark date of audit evaluation is 223487700 yuan. The investment valuation of Chengdu bus is 232944400 yuan, and the issue price per share is about 2.15 yuan.
Of which:
(I) CDRC invested 44 million yuan in cash to subscribe for about 20.4651 million shares of Chengdu passenger cars. The appraisal value of 51% equity of tonggong automobile held by development rail is 113.9787 million yuan. With 51% equity of tonggong automobile held by development rail, development rail subscribed for 53013400 shares issued by Chengdu bus;
(II) Ya’an Economic Development Zone Construction Investment Co., Ltd. (hereinafter referred to as “Ya’an Jingkai”) holds 20% equity of tonggong automobile, with the appraisal value of 44.6975 million yuan. Ya’an Jingkai contributes 20% equity of tonggong automobile to subscribe for 20.7896 million shares issued by Chengdu bus; (III) Chengdu Xinzhu Road&Bridge Machinery Co.Ltd(002480) (hereinafter referred to as “the company” or “the company”) holds 18.48% of the equity of tonggong automobile, with the assessed value of 41.3106 million yuan. The company contributes 18.48% of the equity of tonggong automobile to subscribe for 19.2142 million shares issued by Chengdu bus;
(IV) the appraisal value of 10.52% equity of tonggong automobile held by Xinzhu Investment Group Co., Ltd. (hereinafter referred to as “Xinzhu investment”) is 23.5008 million yuan. Xinzhu investment contributes 10.52% equity of tonggong automobile to subscribe for 10.9306 million shares issued by Chengdu bus. Whereas development track is a wholly-owned subsidiary of Sichuan development (holding) Co., Ltd. (hereinafter referred to as “Sichuan development”), the controlling shareholder of the company, and Xinzhu investment has held more than 5% of the company’s shares in the last 12 months. Mr. Huang Xiaobo, the director of the company, is currently the director and executive deputy general manager of Xinzhu investment, According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction.
On January 26, 2022, the company held the 18th meeting of the 7th board of directors, and deliberated and adopted the proposal on replacing the investment in Chengdu bus with the 18.48% equity of tonggong automobile held by the company with 7 votes in favor, 0 against and 0 abstention. Mr. Huang Xiaobo, a related director, avoided voting. The independent directors expressed their prior approval opinions and independent opinions.
According to the relevant provisions of the articles of association and the Listing Rules of Shenzhen Stock Exchange, this transaction does not need to be submitted to the general meeting of shareholders for approval. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not require the approval of relevant departments. 3、 Introduction to related parties
(I) introduction to development track
1. Basic information
According to the business license of enterprise legal person (Unified Social Credit Code: 91510100ma61wbpq5c) issued by the urban market supervision and Administration Bureau of Chengdu Management Committee of Tianfu New Area on March 31, 2021, up to now, the basic information of industrial and commercial registration of development track is as follows:
Name: Sichuan development Rail Transit Industry Investment Co., Ltd
Address: No. 12, Wenhua Road, Jiancha street, Tianfu New District, Chengdu, Sichuan
Legal representative: Li Hansong company type limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered capital: 150 million yuan
Investment in infrastructure, rail transit, smart city, railway and communication signal projects; Investment management; Asset management; Investment consulting. (it is not allowed to engage in financial activities such as illegal fund-raising and absorption of public funds within the scope of public business). Project management; Engineering consulting; Design consultation; Property management and related supporting business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Date of establishment: June 20, 2016
Registration status exists
Up to now, the development track is not a dishonest person.
2. Ownership structure
Sichuan development holds 100% equity of the development track, and Sichuan SASAC is the actual controller of the development track.
3. Key financial data
Unit: 10000 yuan
Project December 31, 2020 / September 30, 2021 in 2020 / January September 2021 (audited) (Unaudited)
Total assets 179144.02 179164.82
Total liabilities 31040.78 31001.01
Net assets 148103.23 148163.81
Operating income 929.69 82.86
Net profit 104.84 60.58
4. Association relationship
Development track is a wholly-owned subsidiary of Sichuan development, the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, development track is an affiliated legal person of the company.
(II) introduction to Xinzhu investment
1. Basic information
According to the business license for enterprise legal person (Unified Social Credit Code: 915101326218647417) issued by Xinjin County market and Quality Supervision Administration on January 11, 2017, up to now, the basic information of industrial and commercial registration of Xinzhu investment is as follows:
Name: Xinzhu Investment Group Co., Ltd
Address: No. 857, hope road, zone a, Xinjin Industrial Park, Sichuan
Legal representative: Huang Zhiming company type limited liability company (invested or controlled by natural person)
Registered capital: 61.8 million yuan
Project investment (excluding futures, finance and securities) and consultation; Investment management; Enterprise management consulting, planning and design; Sales: building materials (excluding dangerous goods and wood), asphalt, chemical raw materials and products (excluding dangerous chemicals), mechanical and electrical products (excluding cars with small business scope), environmental protection equipment, metal materials (excluding rare and precious metals), mineral products (except those specially stipulated by the state), metallurgical furnace charge; Import and export of goods. (except for the items prohibited by laws, administrative regulations and the decision of the State Council, the restricted items can be operated only after obtaining the license.)
Date of establishment: September 16, 1996
Registration status exists
Up to now, Xinzhu investment is not a dishonest person.
2. Ownership structure
The shareholders of Xinzhu investment are composed of three natural persons, among which Mr. Huang Zhiming holds 80.10%, Mr. Feng Kemin holds 14.90% and Mr. Zhang Hongying holds 5%. Mr. Huang Zhiming is the controlling shareholder and actual controller of Xinzhu investment.
3. Financial data
Unit: 10000 yuan
Project December 31, 2020 / September 30, 2021 in 2020 / January September 2021 (audited) (Unaudited)
Total assets 231618.47 218656.71
Total liabilities 135355.27 121776.34
Net assets 96263.20 96880.36
Operating income 73858.00 41908.38
Net profit 3182.81 469.06
4. Association relationship
Xinzhu investment has been a shareholder holding more than 5% of the company’s shares in the last 12 months. Mr. Huang Xiaobo, the director of the company, currently serves as the director and executive deputy general manager of Xinzhu investment. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Xinzhu investment is the related law of the company. 4、 Introduction to tonggong automobile
(I) basic information
According to the business license of enterprise legal person (Unified Social Credit Code: 91511800910903364p) issued by Ya’an market supervision and Administration Bureau on November 10, 2020, the basic information of industrial and commercial registration of tonggong automobile is as follows:
Name: Sichuan Xinzhu tonggong Automobile Co., Ltd
Address: No. 188, Yuanyuan Avenue, Mingshan District, Ya’an City, Sichuan Province
Legal representative: Chen Jun company type: other limited liability companies
The registered capital is 285294100 yuan
Manufacturing and sales of large and medium-sized buses, special trucks, dump trucks (modified), general truck trailers, ordinary tank vehicles, tank vehicles for atmospheric dangerous goods, special operation vehicles, pure electric city buses, hybrid city buses and pure electric van transporters; Business scope of on-board steel (aluminum): tank manufacturing and sales, processing and sales of auto parts, machining, sales and leasing of commercial vehicles; Mechanical equipment technical services; Car rental (excluding driver service); Battery sales, leasing and recycling; Construction and operation of charging station (pile); Import and export business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Date of establishment: August 1, 1958
Registration status exists
(II) equity structure of tonggong automobile
Unit: 10000 yuan
No. shareholder name contribution amount (10000 yuan) shareholding ratio (%)
1 Sichuan development Rail Transit Industry Investment Co., Ltd. 14550.00 51.00
2 Ya’an Economic Development Zone Construction Investment Co., Ltd. 5705.88 20.00
3 Chengdu Xinzhu Road&Bridge Machinery Co.Ltd(002480) 5,273.53 18.48
4 Xinzhu Investment Group Co., Ltd. 3000.00 10.52
total
