On June 27, 360 Safety Technology Co., Ltd. (referred to as "360", SH: 601360) announced that it intends to hold Hezhong New Energy Automobile Co., Ltd. (referred to as "Nezha Auto") 7999.44 Registered capital of 10,000 yuan (not actually contributed), corresponding to the transfer of 3.5320% equity of Nezha Automobile to Jiaxing Xinzhu Equity Investment Partnership (Limited Partnership) and Shenzhen Jingcheng Kaikuo Enterprise Management Center (Limited Partnership).
Among them, the registered capital of 47,996,623.00 yuan was transferred to Jiaxing Xinzhu Equity Investment Partnership (Limited Partnership), corresponding to 2.1192% of the equity of Nezha Automobile; the registered capital of 31,997,748.67 yuan was transferred to Shenzhen Jingcheng Kaikuo Enterprise Management Center (Limited Partnership), corresponding to Nezha Automobile 1.4128% stake.
After the transfer is completed, 3600 still holds 11.4266% of Nezha Automobile. 360 stated in the announcement that in order to support Nezha Automobile’s shareholding reform and other work, the board of directors agreed to waive special rights including redemption rights, preemptive acquisition rights, and additional investment rights, and authorized the management to handle relevant matters according to specific circumstances. Sign relevant agreements and other necessary documents.
According to the announcement, 360 has participated in two rounds of investment in Nezha Automobile, of which the B round investment of 900 million yuan has been paid on May 31, 2021; the first round of D1 investment of 1 billion yuan has been paid on October 27, 2021. The payment was completed, and the accumulated paid-in investment was 1.9 billion yuan.
Previously, in October 2021, 360 held the sixth meeting of the sixth board of directors, and reviewed and approved the "Proposal on Investing in Hezhong New Energy Automobile Co., Ltd. (Nezha Automobile)". A total of 2.9 billion yuan was invested in Nezha Automobile.
It is worth mentioning that Zhou Hongyi, the founder and chairman of 360 Group, announced on May 11, 2021 that he will officially cooperate with the new car-making force Nezha Automobile to make cars. Prior to this, Nezha Automobile announced the launch of the D round of financing, with a financing amount of about 3 billion yuan, led by 360 ("360 Group") strategically.
According to an earlier announcement, after the investment is fully completed, 360 will hold a total of 16.5940% of the shares of Nezha Automobile, becoming the latter's second largest shareholder. Beiduo Finance learned that 360 finally paid a total investment of 1.9 billion yuan, and the remaining 1 billion yuan of capital increase has not yet been paid.
In other words, Zhou Hongyi and 360 did not continue to complete the previous plan, but transferred their authority to other investors. 3600 said in the announcement that the registered capital of Nezha Automobile transferred this time was 79,994,371.67 yuan, which was the unpaid registered capital of 3600, and the corresponding investment amount was 1 billion yuan.
360 also stated in the announcement that the cooperation between the company and Nezha Automobile in the security business of the Internet of Vehicles is progressing smoothly. After the equity transfer is completed, the company will still be a shareholder of Nezha Automobile. The two parties will continue to maintain communication in the fields of network security and intelligent driving technology development, and further study the safety of intelligent networked vehicles.
The announcement shows that both parties to the agreement confirmed that since the target equity held by 3600 has not yet been paid in, the transferor agrees to transfer the target company it holds to the transferee, and the transfer price is RMB zero. After the transfer is completed, the transferee will obtain a total of 79,994,371.67 yuan of registered capital from the target company (Nezha Automobile), and is obliged to pay the target company an investment amount of 1 billion yuan.
Nezha Automobile confirms that after the signing of this agreement, the transferor will perform the investment obligations of 600 million yuan and 400 million yuan in the investment amount that should be paid to Nezha Automobile according to the D1 round capital increase agreement, that is, the transferor will no longer Assuming the investment obligation of 10 under the D1 round capital increase agreement, the transferor does not need to bear any liability for breach of contract and/or compensation liability in the D1 round capital increase agreement.
In addition, 360 disclosed some financial data of Nezha Automobile in the announcement. The announcement shows that Nezha Motors' revenue in 2021 will be 5.735 billion yuan, with a net loss of 2.908 billion yuan, and a net loss of 3.052 billion yuan after deducting non-existing expenses. In contrast, Nezha Auto’s revenue in 2020 was 1.297 billion yuan, with a net loss of 1.321 billion yuan.
As of December 31, 2021, Nezha Auto's total assets were 13.69 billion yuan, total liabilities were 8.328 billion yuan, and net assets were 5.362 billion yuan.