Shulou(Shulou.com)12/24 Report--

CTOnews.com November 26 news, Changan Automobile announced this evening that on November 25, 2023, the company signed a Memorandum of Investment Cooperation with Huawei Technology Co., Ltd. in Longgang District, Shenzhen City, Guangdong Province. After consultation between the two parties, Huawei intends to establish a company engaged in the research, design, production, sales and service of automotive intelligent systems and components solutions (hereinafter referred to as the "target company"). The company intends to invest in the target company and carry out strategic cooperation.

According to the memorandum, Huawei set up a target company, whose business scope includes automobile intelligent driving solution, automobile intelligent cockpit, smart car digital platform, smart car cloud, AR-HUD and intelligent car lights, etc., and injects relevant technologies, assets and personnel dedicated to the business scope of the target company into the target company, and the specific business scope and loading plan are determined in the final transaction document. In this transaction, Changan Automobile and its related parties intend to contribute to acquire the equity of the target company, the proportion of which shall not exceed 40%. The specific equity proportion, capital contribution amount and time limit shall be discussed separately by both parties.

CTOnews.com attached the announcement of Changan Automobile on signing the Memorandum of Investment Cooperation as follows:

The Company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate and complete, and that there are no false records, misleading statements or material omissions.

Special hint:

1. The cooperation memorandum signed this time is based on the intentional agreement of the cooperation intention of both parties. The subsequent project cooperation shall be subject to the final transaction document signed, and the specific implementation content and progress are still uncertain. The company will perform the examination and approval procedures according to the progress of relevant matters, and fulfill the obligation of information disclosure in a timely manner. Investors are respectfully invited to pay attention to the investment risks.

2. This memorandum is an intentional document and will not have a significant impact on the company's operating results for the current year.

I. Overview

On November 25, 2023, Chongqing Changan Automobile Co., Ltd. (hereinafter referred to as "Changan Automobile" or "Company") signed a Memorandum of Investment Cooperation with Huawei Technology Co., Ltd. (hereinafter referred to as "Huawei") in Longgang District, Shenzhen City, Guangdong Province. After consultation between the two sides, Huawei intends to establish a company engaged in the research, design, production, sales and service of automotive intelligent systems and components solutions (hereinafter referred to as "the target company"). The company intends to invest in the target company and carry out strategic cooperation, and the two sides jointly support the target company to become an industry leader in automotive intelligent systems and components solutions based on China, facing the global and service industries.

The cooperation memorandum signed this time is an intentional document. The relevant cooperation matters need to be further discussed, and the company will follow the examination and approval procedures according to the progress of the relevant matters, and fulfill the obligation of information disclosure in a timely manner.

II. The main contents of the memorandum

1. Both parties:

Party A: Huawei Technology Co., Ltd.

Party B: Chongqing Changan Automobile Co., Ltd.

2. Mode of cooperation: party A sets up the target company, whose business scope includes automobile intelligent driving solution, automobile intelligent cockpit, intelligent car digital platform, intelligent car cloud, AR-HUD and intelligent car lights, etc., and injects relevant technologies, assets and personnel dedicated to the business scope of the target company into the target company, and the specific business scope and loading plan are determined in the final transaction document. In this transaction, Party B and its related parties intend to contribute to acquire the equity of the target company, the proportion of which shall not exceed 40%. The specific proportion of equity, the amount of capital contribution and the time limit shall be discussed separately by both parties.

3. Principle of cooperation: the target company will operate independently based on the principle of marketization and adopt a market-oriented management system and salary incentive framework. The two sides are committed to long-term cooperation and strategic coordination with the target company, and the components and solutions within the scope of business are provided by the target company to vehicle customers in principle. In principle, Party A does not engage in business that competes with the business scope of the target company, and Party B will comprehensively promote strategic coordination with the target company.

4. The target company will gradually open up its equity to investors such as existing strategic partners, car companies and car companies with strategic value, and become a diversified company.

5. Transaction prerequisites:

5.1 Party B shall complete due diligence on the business, legal, financial and other aspects of the target company, and there is no significant adverse impact on due diligence or reach a satisfactory solution with Party An on the major problems found in the due diligence.

5.2 complete the substantive loading of the target company according to the loading plan agreed by both parties

5.3 Party B has adopted the internal decision-making procedures for approving this transaction and related agreements through legal procedures.

5.4 this transaction is approved by the applicable government in accordance with the applicable law

5.5 there shall be no applicable law or government agency that restricts, prohibits or cancels this transaction

5.6 No events have occurred that have a significant adverse impact on the financial position, results and forecasts of the target company

5.7 the transaction documents (including the equity purchase agreement, shareholders' agreement, articles of association and other documents related to this transaction as defined under the final transaction document) have been properly signed, delivered and entered into force.

6. The parties plan to sign the final transaction documents within 6 months after the signing date of this MOU, including the equity purchase agreement, the shareholders' agreement, the articles of association of the target company and other documents related to the transaction as defined in the final transaction document.

Third, the impact on the company

This cooperation will accelerate the construction of a complete, independent and leading full-stack intelligent vehicle capability facing the intelligent era, and realize the comprehensive and steady transformation of the company to an intelligent low-carbon travel technology company. This memorandum is an intentional document and will not have a significant impact on the company's operating results this year. The performance of this memorandum has no significant impact on the independence of the company's business.

IV. Risk hints

The cooperation memorandum signed this time is based on the intentional agreement of the cooperation intention of both parties, the specific capital contribution proportion and transaction consideration have not yet been finally determined, and the subsequent project cooperation shall be subject to the final transaction document signed. The specific implementation content and schedule are still uncertain, including the possibility of project termination. The company will perform the examination and approval procedures according to the progress of relevant matters, and fulfill the obligation of information disclosure in a timely manner. Investors are requested to make prudent decisions and pay attention to preventing investment risks.

V. for reference documents

Memorandum on Investment Cooperation

It is hereby announced

Board of Directors of Chongqing Changan Automobile Co., Ltd.

November 27, 2023

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