Nexter (0 13 16。 HK) It is announced that Yubei Steering System (Xinxiang) Co., Ltd. (formerly Yubei Steering System Co., Ltd.) is indirectly owned by AVIC, one of the company's controlling shareholders. According to the prospectus, Yubei Steering is mainly engaged in the research and development and manufacturing of power steering systems. AVIC, Avic Auto, Yingke (Beijing) Auto Parts Co., Ltd. and Nexter (hereinafter collectively referred to as "controlling shareholders") provide non-competition commitments that are beneficial to the company. On this basis, the controlling shareholders grant the company (including) the business preemptive right, and the relevant terms are determined by the company and Avic through consultation.
On August 2 1 2020, Yubei Brick informed the company in writing that AVIC had approved the transfer of 24.93% equity of Yubei Brick, and the reserve price for the transfer was about 654.38+97 million yuan, and related rights and interests would be transferred through public listing of Beijing Equity Exchange. According to the promise of non-competition, the company can exercise the preemptive right to acquire relevant rights and interests.
In addition, according to the non-competition commitment, the decision of whether the company exercises the preemptive right is made by the company's independent non-executive directors. As of August 3, 2020, due to relevant factors and considerations, the independent non-executive directors decided that the company would not exercise the preemptive right to acquire 24.93% equity of Yubei Brick at the suggested transaction price. The directors of the Company confirm that the Company has complied with all necessary procedures related to deciding whether to exercise the preemptive right stipulated in the non-competition commitment.
There are two ways for shareholders of a limited liability company to transfer their capital contribution:
1. Shareholders transfer their equity to other existing shareholders, that is, equity transfer within the company;
2. Shareholders transfer their equity to investors other than existing shareholders, that is, the equity transfer outside the company.
Legal basis: Article 71 of the Company Law of People's Republic of China (PRC).
Shareholders of a limited liability company may transfer all or part of their shares to each other. Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer. Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer. Where there are other provisions on equity transfer in the articles of association, such provisions shall prevail.