RELATED PARTIES | 22. RELATED PARTIES The principal related parties with which the Company as of December 31, 2023 presented are as follows: (a) Relationship: Name of Entity or Individual Relationship with the Company Jilin FAW Baosteel Auto Steel Parts Co., Ltd. Significantly influenced by the Company Jilin Jiqi-Longshan Automobile Chassis Co., Ltd Significantly influenced by the Company Zhang Jiannong Shareholder Wang Qingjun Shareholder Euroamer Kaiwan Technology Company Limited Shareholder Mu Hongwei Principal Owner/Director John Chiang Independent Director Simon Pang Independent Director Wen Li Independent Director Ying Liu Independent Director China FAW Co., Ltd. Non-controlling interest shareholder Dezhou Economic and Tech Development Zone Jingtai Investment Co., Ltd. Non-controlling interest shareholder Yantai Guofeng Investment Holding Group Co., Ltd. Affiliate of non-controlling interest shareholder Nanjing Shengnuo Biotechnology Industry Company Ltd Affiliate of non-controlling interest shareholder Qiming Information Technology Co., Ltd. Affiliate of non-controlling interest shareholder FAW Bestune Car Co., Ltd. Affiliate of non-controlling interest shareholder FAW-Volkswagen Automobile Co., Ltd. Affiliate of non-controlling interest shareholder FAW Mould Manufacturing Co., Ltd. Affiliate of non-controlling interest shareholder FAW Logistics (Changchun Lushun) Storage and Transportation Co., Ltd. Affiliate of non-controlling interest shareholder FAW Logistics Co., Ltd. Affiliate of non-controlling interest shareholder Changchun FAW International Logistics Co., Ltd. Affiliate of non-controlling interest shareholder China FAW Technology Center Affiliate of non-controlling interest shareholder China FAW Group Co., Ltd. Affiliate of non-controlling interest shareholder China FAW Group Import & Export Co., Ltd. Affiliate of non-controlling interest shareholder FAW Finance Co., Ltd. Affiliate of non-controlling interest shareholder Changchun Wisdom Bus Branch of FAW Jiefang Automobile Co., Ltd. Affiliate of non-controlling interest shareholder Shandong Zhanpuce Management Consulting Significantly influenced by non-controlling interest shareholder Shandong Jiankangdadi Enterprise Management Consulting Co., Ltd Significantly influenced by non-controlling interest shareholder Jinan Haiyun Investment Consulting Co., Ltd Significantly influenced by non-controlling interest shareholder Machinery Industry Ninth Design and Research Institute Co., Ltd. Significantly influenced by non-controlling interest shareholder FAW Bus (Dalian) Co., Ltd. Significantly influenced by non-controlling interest shareholder (b) The following table consists of the total amount of transactions that have been entered into with related parties: SCHEDULE OF TRANSACTIONS WITH RELATED PARTIES i) Balance Sheets Accounts receivable Other current assets Amounts due from related parties Accounts payable Contract liabilities Accruals and other current liabilities to related parties Loans attributable to related parties As of December 31, 2023 US$’000 Accounts receivable Other current assets Amounts due from related parties Accounts payable Contract liabilities Accruals and other current liabilities to related parties Loans attributable to related parties Significantly influenced by the Company Jilin FAW Baosteel Auto Steel Parts Co., Ltd. - 421 - - - 3 - Jilin Jiqi-Longshan Automobile Chassis Co., Ltd - 1,847 - - - - - Independent Directors John Chiang - 15 - - - 13 - Simon Pang - 15 - - - 13 - Wen Li - 15 - - - 13 - Ying Liu - 15 - - - 13 - Non-controlling interest shareholder China FAW Co., Ltd. 3 - 48,699 184 - - - Dezhou Economic and Tech Development Zone Jingtai Investment Co., Ltd. - - - - - 1,142 3,906 Affiliate of non-controlling interest shareholder Yantai Guofeng Investment Holding Group Co., Ltd. - - - - - 30,542 104,227 Nanjing Shengnuo Biotechnology Industry Company Ltd - - - - - 69 1,127 Qiming Information Technology Co., Ltd. - - - 81 - 111 - FAW Bestune Car Co., Ltd. 164 - - 75 - - - FAW-Volkswagen Automobile Co., Ltd. 16 - - - - - - FAW Mould Manufacturing Co., Ltd. - - - 39,996 - - - FAW Logistics (Changchun Lushun) Storage and Transportation Co., Ltd. - - - 2,712 - 91 - FAW Logistics Co., Ltd. - - - 2,779 - - - Changchun FAW International Logistics Co., Ltd. - - - 374 - 631 - China FAW Group Co., Ltd. - - - - - 25,204 - China FAW Group Import & Export Co., Ltd. 25 - - 83 119 26 - FAW Finance Co., Ltd. - - - - - 20,565 162,181 Changchun Wisdom Bus Branch of FAW Jiefang Automobile Co., Ltd. - - - - 1,527 - - Significantly influenced by non-controlling interest shareholder Shandong Jiankangdadi Enterprise Management Consulting Co., Ltd - - - - - 21 563 Jinan Haiyun Investment Consulting Co., Ltd - - - - - 34 1,408 Machinery Industry Ninth Design and Research Institute Co., Ltd. - - - 878 - - - FAW Bus (Dalian) Co., Ltd. - - - - 758 - - Other - 458 49 30 79 4 - Total 208 2,786 48,748 47,192 2,483 78,495 273,412 Accounts receivable Other current assets Amounts due from related parties Accounts payable Contract liabilities Accruals and other current liabilities to related parties Loans attributable to related parties As of December 31, 2022 US$’000 Accounts receivable Other current assets Amounts due from related parties Accounts payable Contract liabilities Accruals and other current liabilities to related parties Loans attributable to related parties Significantly influenced by the Company Jilin FAW Baosteel Auto Steel Parts Co., Ltd. - 760 - 204 - 3 - Jilin Jiqi-Longshan Automobile Chassis Co., Ltd - 1,409 - 1,127 - - - Shareholder Zhang Jiannong - - - - - 657 - Principal Owner/Director Mu Hongwei - - - - - 244 - Shareholder Wang Qingjun - - - - - 287 - Non-controlling interest shareholder China FAW Co., Ltd. 114 - 59,928 261 - - - Dezhou Economic and Tech Development Zone Jingtai Investment Co., Ltd. - - - - - 810 4,890 Affiliate of non-controlling interest shareholder Yantai Guofeng Investment Holding Group Co., Ltd. - - - - - 21,489 107,279 Qiming Information Technology Co., Ltd. - - - 869 - 631 - FAW Bestune Car Co., Ltd. 756 - - 302 - - - FAW Mould Manufacturing Co., Ltd. - 10 - 41,612 - - - FAW Logistics (Changchun Lushun) Storage and Transportation Co., Ltd. - - - 2,791 - 94 - FAW Logistics Co., Ltd. - - - 2,861 - - - Changchun FAW International Logistics Co., Ltd. - - - 385 - 650 - China FAW Group Co., Ltd. - - - - - 25,942 - China FAW Group Import & Export Co., Ltd. - - - 86 11 27 - FAW Finance Co., Ltd. - - - - - 13,780 166,930 Changchun Wisdom Bus Branch of FAW Jiefang Automobile Co., Ltd. - - - - 51 - - Significantly influenced by non-controlling interest shareholder Machinery Industry Ninth Design and Research Institute Co.,Ltd. - - - 1,281 - - - FAW Bus (Dalian) Co., Ltd. - - - - 781 - - Other - 480 91 1,110 69 909 - Total 870 2,659 60,019 52,889 912 65,523 279,099 ii) Operations Sales of goods Purchase of goods Interest Expense Sales of goods Purchase of goods Interest Expense Sales of goods Purchase of goods Interest Expense For the year ended December 31,2023 For the year ended December 31,2022 For the year ended December 31,2021 US$’000 US$’000 US$’000 Sales of goods Purchase of goods Interest Expense Sales of goods Purchase of goods Interest Expense Sales of goods Purchase of goods Interest Expense Significantly influenced by the Company Jilin FAW Baosteel Auto Steel Parts Co., Ltd. - 177 - - 941 - - 1,705 - Jilin Jiqi-Longshan Automobile Chassis Co., Ltd 676 2,598 - 316 2,803 - 362 3,307 - Shareholder Wang Qingjun - - 15 - - - - - - Euroamer Kaiwan Technology Company Limited - - 22 - - - - - - Non-controlling interest shareholder China FAW Co., Ltd. 518 - - 100 108 - - 631 - Dezhou Economic and Tech Development Zone Jingtai Investment Co., Ltd. - - 203 - - 245 - - 256 Affiliate of non-controlling interest shareholder Yantai Guofeng Investment Holding Group Co., Ltd. - - 6,894 - - 7,239 - - 8,545 Nanjing Shengnuo Biotechnology Industry Company Ltd - - 70 - - - - - - Qiming Information Technology Co., Ltd. - 213 - - 248 - - 354 - FAW Bestune Car Co., Ltd. 145 1 - 1,790 391 - 7,822 9,297 - FAW-Volkswagen Automobile Co., Ltd. 108 - - 224 - - 316 - - Faw Logistics Co. Ltd - - - - - - - 42 - China FAW Technology Center 243 - - 756 - - 412 - - China FAW Group Co., Ltd. - - - - 429 - - - - China FAW Group Import & Export Co., Ltd. 380 - - 1,824 157 - 6,332 187 - FAW Finance Co., Ltd. - - 7,510 - - 7,240 - - 7,295 Changchun Wisdom Bus Branch of FAW Jiefang Automobile Co., Ltd. 333 - - 1,898 - - - - - Significantly influenced by non-controlling interest shareholder Shandong Zhanpuce Management Consulting - - 12 - - - - - - Shandong Jiankangdadi Enterprise Management Consulting Co., Ltd - - 21 - - - - - - Jinan Haiyun Investment Consulting Co., Ltd - - 34 - - - - - - Machinery Industry Ninth Design and Research Institute Co., Ltd. - - - - - - 39 10,160 - Other - 19 - - 1,052 - - 625 - Total 2,403 3,008 14,781 6,908 6,129 14,724 15,283 26,308 16,096 (c) The following table consists of the financing that have been entered into with related parties: SCHEDULE OF FINANCING WITH RELATED PARTIES December 31, 2023 December 31, 2022 US$’000 US$’000 Affiliate of non-controlling interest shareholder Yantai Guofeng Investment Holding Group Co., Ltd. (i) 104,227 107,279 Nanjing Shengnuo Biotechnology Industry Company Ltd. (ii) 1,127 - FAW Finance Co., Ltd. (iii) 162,181 166,930 Non-controlling interest shareholder Dezhou Economic and Tech Development Zone Jingtai Investment Co., Ltd. (iv) 3,906 4,890 Significantly influenced by non-controlling interest shareholder Shandong Jiankangdadi Enterprise Management Consulting Co., Ltd (v) 563 - Jinan Haiyun Investment Consulting Co., Ltd (vi) 1,408 - Total 273,412 279,099 (i) In December 2019, Shandong Baoya entered loans with Yantai Guofeng Investment Holding Group Co., Ltd. The loans are bearing an interest rate of 6.5 nil (ii) In May 2023, Shandong Baoya entered loans with Nanjing Shengnuo Biotechnology Industry Company Ltd. The loans are bearing an interest rate of 10 (iii) During May 2020, FAW Jilin entered pledged loans with FAW Finance Co., Ltd. The loans are bearing rate of 3.915 2022 to 2025 40,545,289 287,867,500 5.0895 3.915 (iv) In 2016, Dezhou Yarui entered into a related party pledged loan with Dezhou Economic and Tech Development Zone Jingtai Investment Co., Ltd. (“Dezhou Jingtai”). The loan was originally due on October 31, 2026. While in March 2022, pursuant to the loan agreement, this related party filed in court to request the Company to repay the loan in advance. As a result, in April 2022, the Company reached a settlement agreement with this related party. Pursuant to the settlement agreement, the outstanding balance of US$4,750,771 (RMB33,730,000) will bear an annual interest rate of 4.9% and will be repaid through four installments, with each payment amount of US$1,187,693 (RMB8,432,498) on and before August 1, 2024. As of the March 24, 2023, the Company partially paid the first installment, which is due on February 1, 2023. In August 2023, Dezhou Yarui further entered a loan agreement with Dezhou Jingtai to settle remaining payment due. The following table illustrates the carrying amount of the loan and the machine and equipment pledged by the Company to secure the borrowings as of December 31, 2023 and December 31, 2022. (v) In August and October 2023, Shandong Baoya entered two loans with Shandong Jiankangdadi Enterprise Management Consulting Co., Ltd. The loans are bearing an interest rate of 10%. The total loans were US$563 thousand (RMB 4,000 thousand), in which the due date of US$423 thousand (RMB 3,000 thousand) was December 31, 2023. The Company has signed the agreement in January 2024 to extend the due date by six months. The due date of the remaining US$141 thousand (RMB 1,000 thousand) is extended from April 24, 2024 to October 23, 2024, and the interest rate is decreased from 10% to 8%. (vi) In August and September 2023, Shandong Baoya entered two loans with Jinan Haiyun Investment Consulting Co., Ltd. The loans bear an interest rate of 10%. The total loans were US$1408 thousand (RMB 10,000 thousand), in which the due dates were August 22, 2024 and September 24, 2024, respectively (the interest rate is updated to 8%). December 31, 2023 December 31, 2022 US$’000 US$’000 Collateralized by the FAW Jilin factory and land use right with the carrying value of US$ 64,942 461,080 71,312 491,909 49,297 50,740 It is collateralized by the machinery and equipment, mold and tooling, other logistic equipment of FAW Jilin with carrying value of USD 25,702 182,485 39,108 269,767 97,870 100,736 Collateralized by the machinery and equipment 97,870 100,736 Credit loan, no collateralized items. 15,014 15,454 Total 162,181 166,930 Loans attributable to related parties 162,181 166,930 Maturity date The loans will mature gradually from 11/1/2022 to 11/1/2025 Interest Rate and default rate The loans bear an annual interest rate of 3.915 5.0895 Interest expense The interest expenses were US$ 7,510 53,126 7,240 48,773 7,295 46,365 (iv) In 2016, Dezhou Yarui entered into a related party pledged loan with Dezhou Economic and Tech Development Zone Jingtai Investment Co., Ltd. (“Dezhou Jingtai”). The loan was originally due on October 31, 2026. While in March 2022, pursuant to the loan agreement, this related party filed in court to request the Company to repay the loan in advance. As a result, in April 2022, the Company reached a settlement agreement with this related party. Pursuant to the settlement agreement, the outstanding balance of US$ 4,750,771 33,730,000 4.9 1,187,693 8,432,498 December 31, 2023 December 31, 2022 US$’000 US$’000 Collateralized by buildings, machinery and equipment, land use right of Dezhou Yarui. The carrying amounts of machinery and equipment pledged to secure the borrowings as of December 31, 2023 and 2022 were US$ 586 4,159 844 5,821 1,780 12,640 nil 3,906 4,890 Collateralized amount 3,906 4,890 Maturity date The outstanding balance will be repaid through 4 installments, which due date are 4 installments start from February 1, 2023 and ends on August 1, 2024 Interest Rate The loans bear an annual interest rate of 4.9 Interest expense (One loan thus no weighted average rate) The interest expenses were US$ 203 1,437 245 1,653 256 1,627 Others For the year ended December 31,2023, the Company has paid US$ 848 6,000 (v) In August and October 2023, Shandong Baoya entered two loans with Shandong Jiankangdadi Enterprise Management Consulting Co., Ltd. The loans are bearing an interest rate of 10 563 4,000 423 3,000 141 1,000 April 24, 2024 to October 23, 2024 10 8 (vi) In August and September 2023, Shandong Baoya entered two loans with Jinan Haiyun Investment Consulting Co., Ltd. The loans bear an interest rate of 10 1408 10,000 August 22, 2024 September 24, 2024 8 (d) The following table consists of the number of shares and the total amount of compensation to independent directors: SCHEDULE OF COMPENSATION TO RELATED PARTIES Compensation Issued shares Compensation Cash December 31, 2023 Issued shares Cash US$’000 John Chiang 5,000 $ 37.5 Simon Pang 5,000 $ 37.5 Wen Li 5,000 $ 37.5 Ying Liu 5,000 $ 37.5 Total 20,000 $ 150 The Company appointed four independent directors and offered each of the director a compensation amounting to USD$ 100 50 50 25 25 5,000 5,000 10 200 60 |