Zhejiang Founder Motor Co., Ltd.
Announcement on Establishing a Joint Venture Company and Related Party Transaction
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the disclosed information and assume joint and several liability for any false representations, misleading statements, or material omissions in the announcement.
Investment Overview
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Zhejiang Founder Motor Co., Ltd. (hereinafter referred to as the "Company") will jointly invest RMB 39 million with Deqing Caichuang Phase I Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Caichuang Phase I"), a subsidiary of Huzhou Moganshan State-owned Capital Operation Group Co., Ltd., the Company's indirect controlling shareholder, Robert Bosch Internationale Beteiligungen AG (Chinese name: Robert Bosch International Investment Co., Ltd., hereinafter referred to as "RBINT"), and Bosch (China) Investment Co., Ltd. (hereinafter referred to as "RBCN", collectively referred to as "Bosch") to establish Zhejiang Lexu Technology Co., Ltd. (provisional name, subject to approval by the registration authority). The Company convened the second meeting of the ninth Board of Directors to review the "Proposal on Investing Externally to Establish a Joint Venture Company and Related Party Transaction."
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Caichuang Phase I is an enterprise controlled by the Company's actual controller. According to the relevant provisions of the "Shenzhen Stock Exchange Stock Listing Rules," Caichuang Phase I is a related legal person of the Company, and this joint venture constitutes a related party transaction.
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During the review of this related party transaction by the Board of Directors, four related directors, Mr. Shen Zhigang, Ms. Yan Yunfei, Ms. Shen Shiyi, and Ms. Shen Xiaoxia, recused themselves from voting. The independent directors of the Company will provide independent opinions on the aforementioned related party transaction.
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This related party transaction does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies" and does not exceed 5% of the absolute value of the Company's net assets audited as of the most recent period, thus not requiring submission to the shareholders' meeting for approval.
II. Basic Information of the Parties to the Joint Venture Agreement
- Company Name: Robert Bosch Internationale Beteiligungen AG
Registered Capital: CHF 45,000,000.00
Registered Address: Badermösliweg 1, 4515 Oberdorf SO, Switzerland
Company Type: Stock Company
Main Business: As a holding company, it acquires, manages, and disposes of any type of equity, particularly equity in trading and manufacturing companies, within and outside Switzerland. Additionally, the company may establish, acquire, merge with, acquire, mortgage, manage, and dispose of real estate and intellectual property rights within and outside Switzerland, and establish branches and agencies within and outside Switzerland through board resolutions to finance, provide guarantees, and ensure for itself or third parties. The company may provide loans to its direct or indirect shareholders or other companies within the group, and may provide various guarantees for the debts of third parties, including through pledge or transfer of its own assets or any form of guarantee, even if such loans or guarantees are provided free of charge solely for the benefit of its direct or indirect shareholders or other group companies.
According to inquiries, Robert Bosch Internationale Beteiligungen AG is not a dishonest judgment debtor and has no relationship with the Company, the Company's controlling shareholder and actual controller, shareholders holding more than 5% of the shares, or the Company's directors and senior management.