Securities code: 603358 securities abbreviation: Huada Automotive Technology Corp.Ltd(603358) Announcement No.: 2022-007
Huada Automotive Technology Corp.Ltd(603358)
Announcement on capital increase and share expansion of holding subsidiaries and introduction of strategic investors
The board of directors, all directors and relevant shareholders of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips
● Huada Automotive Technology Corp.Ltd(603358) (hereinafter referred to as "the company") holding subsidiary Jiangsu Hengyi Industrial Technology Co., Ltd. (hereinafter referred to as "Jiangsu Hengyi") plans to introduce strategic investors with new energy industry background yibinchendao new energy industry equity investment partnership (limited partnership) and Ningbo Meishan bonded port Chaoxing venture capital partnership through capital increase and share expansion (limited partnership). The company will not participate in the capital increase and share expansion of Jiangsu Hengyi in combination with the future development strategic planning and actual operation.
● after the capital increase, the company still has control over Jiangsu Hengyi, which is still within the scope of the company's consolidated statements.
1、 Overview of this capital increase
In order to seize the business opportunities brought by the rapid growth of new energy vehicle industry and accelerate the development of Huada Automotive Technology Corp.Ltd(603358) (hereinafter referred to as "the company") in the field of new energy vehicle parts, Jiangsu Hengyi Industrial Technology Co., Ltd. (hereinafter referred to as "Jiangsu Hengyi"), the holding subsidiary of the company, plans to introduce strategic investors with new energy industry background by increasing capital and shares, The total amount of capital increase is 100 million yuan. The company waives the preemptive right of this capital increase and share expansion. After the capital increase, the registered capital of Jiangsu Hengyi will be changed from 152751400 yuan to 169909059 yuan, and Jiangsu Hengyi will still be the holding subsidiary of the company. The investors of Jiangsu Hengyi capital increase and the proposed amount of capital contribution are as follows:
No. name of investor proposed investment amount (10000 yuan)
1 Yibin chendao new energy industry equity investment partnership (limited partnership) 9000.00
Ningbo Meishan free trade port Chaoxing venture capital partnership (limited liability company)
2) 1000.00
The company held the 25th meeting of the third board of directors on January 26, 2022 to consider and approve the transaction. This transaction does not constitute a related party transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of capital increasing party
(I) Yibin chendao new energy industry equity investment partnership (limited partnership)
1. Enterprise type: limited partnership
2. Registered address: room 805, data center, No. 9, shaping section, Guoxing Avenue, Lingang Economic Development Zone, Yibin City, Sichuan Province
3. Executive partner: Ningbo Meishan free trade port chendao investment partnership (limited partnership)
4. Registered capital: 3401 million yuan
5. Business scope: general items: engaging in equity investment, investment management, asset management and other activities with private funds (business activities can only be carried out after completing the registration and filing with China Securities Investment Fund Association)
6. Unified social credit Code: 91511500ma69k7aj39
7. Shareholders: the proportion of capital contribution of Yibin emerging industry Investment Group Co., Ltd. is 44.1047%; The contribution ratio of Ningbo Meishan bonded port area wending Investment Co., Ltd. is 29.4031; The contribution ratio of Qingdao Jiayu Hongde No. 1 equity investment partnership (limited partnership) is 14.7016%; The proportion of capital contribution of Xinyin (Ningde) industrial investment partnership (limited partnership) is 11.7612%; The contribution ratio of chendao investment partnership (limited partnership) in Ningbo Meishan free trade port area is 0.0294%.
(II) Ningbo Meishan free trade port Chaoxing venture capital partnership (limited partnership)
1. Enterprise type: limited partnership
2. Registered address: c1766, zone a, Room 401, building 1, No. 88, Meishan Qixing Road, Beilun District, Ningbo City, Zhejiang Province
3. Executive partner: Huang Kun
4. Registered capital: 200 million yuan
5. Business scope: general items: venture capital; (without the approval of financial and other regulatory authorities, financial services such as (financing)
6. Unified social credit Code: 91330206ma2aenu770
7. Shareholders: Wu Cen's contribution ratio is 99%; Huang Kun contributed 1%.
3、 Basic information of capital increase target
(I) basic information of the target company
1. Company Name: Jiangsu Hengyi Industrial Technology Co., Ltd
2. Registered capital: 152.5714 million yuan
3. Registered address: No. 6, Zhongzhou West Road, Jingjiang Development Zone
4. Legal representative: Chen Jinghong
5. Business scope: licensed items: import and export of goods; Technology import and export; Import and export agency (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 items shall be subject to the approval results) general items: technical services, technology development, technical consultation, technical exchange, technology transfer and technology promotion; Engineering and technical research and test development; Industrial engineering design services; Science popularization service; Research and development of emerging energy technologies; Research and development of electromechanical coupling system; Research and development of mechanical equipment; Research and development of new material technology; Research and development of auto parts; Research and development of metal products; Manufacturing of auto parts and accessories; Wholesale of auto parts; Retail of auto parts; Machining of mechanical parts and components; Sales of mechanical parts and components; Manufacturing of gears, gear reducers and gearboxes; Manufacturing of bearings, gears and transmission parts; Metal cutting and processing services (except for projects subject to approval according to law, carry out business activities independently according to law with business license) Unified social credit Code: 91321282739427475n
(II) main financial indicators of the target company
Monetary unit: 10000 yuan
Main financial indicators September 30, 2021 December 31, 2020
Total assets 82121.48 56018.20
Total liabilities 52005.87 31312.00
Net assets 30115.61 24706.20
Main financial indicators January September 2021 January December 2020
Operating income 44074.01 23710.5
Net profit 2909.43 1488.34
Net cash flow from operating activities -113.00 1204.20
Note: the above financial data of 2020 have been audited by zhongxinghua Certified Public Accountants (special general partnership), and the financial data from January to September 2021 have not been audited.
4、 Determination basis of capital increase price
The price of this capital increase is the pre investment valuation of RMB 880 million. The price refers to the development trend of Jiangsu Hengyi's industry, its own development strategy, business planning and other factors. The price of this capital increase is jointly determined by all parties to the transaction based on the principles of voluntariness, fairness and good faith through friendly negotiation.
5、 Equity structure before and after this capital increase
As of the disclosure date of this announcement, the equity structure of Jiangsu Hengyi before and after this capital increase is as follows:
Before and after capital increase
Shareholder name contribution shareholding ratio contribution shareholding ratio
(10000 yuan) (10000 yuan)
Huada Automotive Technology Corp.Ltd(603358) 7,781.1414 51.0000% 7,781.1414 45.7959%%
Ju Xiaoping 3375.2302 22.1223% 3375.2302 19.8649%
He Liping 2605.5686 17.0777% 15.3351%
Wan Xiaomin 1121.3998 7.3500% 1121.3998 6.6%
Zheng Xinrong 224.2800 1.4700% 224.2800 1.32%
Zou Zhanwei 149.5200 0.9800% 149.5200 0 0.88%
Yibin chendao new energy industry equity investment 0.1560.3893 9.1837-funded partnership (limited partnership)
Ningbo Meishan free trade port Chaoxing entrepreneurship 0 0 173.3766 1.0204 investment partnership (limited partnership)
Total 15275.14 100.00% 16990.9059 100.00%
Note: the difference in mantissa between the sum of total and detailed figures in the table is caused by rounding.
After the capital increase, Jiangsu Hengyi is still a holding subsidiary of the company and included in the scope of the company's consolidated statements.
6、 Main contents of transaction documents
The relevant parties to the transaction have jointly signed the investment agreement on the investment of Yibin chendao new energy industry equity investment partnership (limited partnership) in Jiangsu Hengyi Industrial Technology Co., Ltd. and the investment agreement on the investment of Ningbo Meishan bonded port Chaoxing venture capital partnership (limited partnership) in Jiangsu Hengyi Industrial Technology Co., Ltd. (hereinafter collectively referred to as“ The main contents of the investment agreement are as follows:
(I) transaction related parties
Party A (Investor): Yibin chendao new energy industry equity investment partnership (limited partnership)
Ningbo Meishan free trade port Chaoxing venture capital partnership (limited partnership)
Party B: Jiangsu Hengyi Industrial Technology Co., Ltd
Party C 1: Chen Jinghong
Party C 2: Ju Xiaoping
Party C 3: he Liping
(II) basic information of capital increase
1. Valuation: as confirmed by all parties, the pre investment valuation of Jiangsu Hengyi is RMB 880 million.
2. Amount of capital increase: the investor plans to increase the capital of Jiangsu Hengyi by 100 million yuan, of which 17.337659 million yuan is included in the paid in capital and the remaining 82.662341 million yuan is included in the capital reserve.
The capital increase of each party is as follows:
Name of shareholder investment amount subscription proportion of newly increased registered capital
(10000 yuan) (10000 yuan) (%)
Yibin chendao new energy industry equity
Investment partnership (limited liability) 9000.00 1560.3893 9.1837
(partner)
Ningbo Meishan free trade port chaoxingchuang
Industrial investment partnership (limited liability) 1000.00 173.3766 1.0204
(partner)
total
