Securities code: 300552 securities abbreviation: Vanjee Technology Co.Ltd(300552) Announcement No.: 2022-017 Vanjee Technology Co.Ltd(300552)
About foreign investment and capital increase of Beijing chebai Intelligent Network Technology Co., Ltd
Announcement of
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Vanjee Technology Co.Ltd(300552) (hereinafter referred to as " Vanjee Technology Co.Ltd(300552) ", "the company" or "the company") held the 18th meeting of the Fourth Board of directors on January 27, 2022, deliberated and adopted the proposal on foreign investment and capital increase of Beijing chebai Intelligent Network Technology Co., Ltd., and now the specific situation is announced as follows: I. overview of foreign investment
(I) basic information of foreign investment
In order to promote the development of the company's intelligent network business, the company, Beijing chebai intelligent network planning, design and Research Institute Co., Ltd. (hereinafter referred to as "Research Institute Company"), Beijing Zhencheng technology partnership (limited partnership) (hereinafter referred to as "Zhencheng partnership") Beijing chebai Intelligent Network Technology Co., Ltd. (hereinafter referred to as "chebai technology") signed the investment cooperation agreement on Beijing chebai Intelligent Network Technology Co., Ltd., and the company increased the capital of chebai technology by 20 million yuan with its own funds. After the capital increase, the company holds 33.33% equity of chebai technology, the research institute company holds 33.34% equity of chebai technology, and Zhencheng partnership holds 33.33% equity of chebai technology.
(II) approval procedures for foreign investment
The 18th meeting of the 4th board of directors of the company deliberated and adopted the proposal on foreign investment and capital increase of Beijing chebai Intelligent Network Technology Co., Ltd.
According to the articles of association and relevant regulations, the amount of this foreign investment does not reach the approval authority of the general meeting of shareholders of the company, so it is not necessary to submit it to the general meeting of shareholders of the company for deliberation.
(III) this foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
(I) basic information of the Research Institute Company
Company name: Beijing chebai intelligent network planning, design and Research Institute Co., Ltd
Unified social credit Code: 91110108ma01pmw40r
Company type: other limited liability companies
Main business premises: No. 215, second floor, building 4, Xisanqi building materials City, Haidian District, Beijing
Legal representative: Zhang Han
Date of establishment: December 31, 2019
Business term: December 31, 2019 to long term
Business scope: planning and design management; Technology development, technical consultation, technology promotion, technology transfer and technical services of intelligent vehicles, intelligent transportation, intelligent buildings and intelligent cities; business management; Market Research; Data processing (except for bank card centers in data processing and cloud computing data centers with pue value above 1.4); Sell self-developed products; Computer system services; Basic software services; Application software services; Software development and software consulting; Organize cultural and artistic exchange activities (excluding commercial performances); Conference services; Undertake exhibition activities; Designing, producing, acting and publishing advertisements; estate management. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Contribution structure:
No. name of shareholder contribution amount / shareholding ratio of 10000 yuan
1 Beijing Rongzhi Weichuang intelligent technology partnership 300.00 70.00% enterprise (limited partnership)
2 Beijing Automotive Baihui new energy vehicle technology 128.57 30.00% Development Research Institute
Total 428.57 100.00%
2. The Research Institute Company has no relationship with the company, the controlling shareholder, the actual controller, directors, supervisors and senior managers of the company.
3. According to the inquiry of China executive information disclosure network, the Research Institute Company is not listed as a dishonest executee.
(II) basic information of Zhencheng partnership
Company name: Beijing Zhencheng technology partnership (limited partnership)
Unified social credit Code: 91110108ma7g95dt73
Type: limited partnership
Main business premises: c-1608, 13th floor, building 1, No. 18 Beijing Centergate Technologies (Holding) Co.Ltd(000931) East Road, Haidian District, Beijing
Executive partner: Zhang Han
Date of establishment: January 25, 2022
Term of partnership: January 25, 2022 to long term
Business scope: technology development, technical consultation, technology promotion, technology transfer and technical services; Computer system services; Basic software services; Application software services; Software development; Software consulting; business management; Market Research; Organize cultural and artistic exchange activities (excluding commercial performances); Conference services; Designing, producing, acting and publishing advertisements; estate management; Urban landscaping. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Name of partner and subscribed capital contribution:
No. partner name subscribed capital contribution / 10000 yuan liability method
1. Qianweilie 49.00 Co., Ltd
2 Zhang Han 51.00 unlimited liability
Total 100.00
2. Beijing Zhencheng technology partnership (limited partnership) has no relationship with the company, its controlling shareholders, actual controllers, directors, supervisors and senior managers.
3. According to the inquiry of China executive information disclosure network, Beijing Zhencheng technology partnership (limited partnership) is not listed as a dishonest executee.
3、 Basic information of the transaction object
(I) basic information
Company name: Beijing chebai Intelligent Network Technology Co., Ltd
Unified social credit Code: 91110108ma01pqew6b
Company type: limited liability company (sole proprietorship of legal person)
Registered address: No. 213, second floor, building 4, Xisanqi building materials City, Haidian District, Beijing
Legal representative: Zhang Han
Registered capital: 30 million yuan
Date of establishment: January 6, 2020
Business term: January 6, 2020 to long term
Business scope: technology development, technical consultation, technology promotion, technology transfer and technical services of intelligent vehicles, intelligent transportation, intelligent buildings and intelligent cities; Computer system services; Basic software services; Application software services; Software development; Software consulting; Sell self-developed products; Data processing (except for bank card centers in data processing and cloud computing data centers with pue value above 1.4); estate management; Market Research; Designing, producing, acting and publishing advertisements; Organize cultural and artistic exchange activities (excluding commercial performances); Undertake exhibition activities; Conference services; business management.
(market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
(II) equity structure
1. Before this capital increase, the equity structure of chebai technology is as follows:
No. name of shareholder contribution amount / shareholding ratio of 10000 yuan
1. Beijing chebai intelligent network connection planning, design and research 3000 100.00% Institute Co., Ltd
Total 3000 100.00%
Note: as of the date of this announcement, the company of the research institute has paid in 3 million yuan.
2. After the capital increase, the equity structure of chebai technology is as follows:
No. name of shareholder contribution amount / shareholding ratio of 10000 yuan
1 Beijing chebai intelligent network planning, design and Research Institute has 2000 33.34% limited companies
2 Beijing Zhencheng technology partnership (limited partnership) 2000 33.33%
3 Vanjee Technology Co.Ltd(300552) 2,000 33.33%
Total 6000 100.00%
(III) business conditions
The main business of chebai technology is digital city operating system (ICOS), a software platform independently developed based on open source technology and cloud computing technology. It integrates new technologies such as Internet of things, v2x, digital twin and urban information model (CIM), and develops and establishes a platform that can uniformly connect more urban infrastructure, gather more urban data The future urban digital base (Digital City operating system) to improve the city's intelligent perception ability will help the city improve its integrity, systematicness and real-time in perception, decision-making and control. At the same time, chebai technology provides sustainable operation services based on city Beijing Vastdata Technology Co.Ltd(603138) and various government and commercial applications based on ICOS platform. Chebai technology has cooperated with the government in many cities in China to provide the following technical services: carry out the innovative construction of intelligent urban road infrastructure and intelligent infrastructure; Vigorously develop intelligent travel application demonstration projects for sustainable commercial operation; Build an urban operating system platform system that can support the future smart city in an open ecological mode; Develop demonstrative government and business applications based on the platform, support and incubate a large number of application service providers to form an ecosystem.
(IV) financial status
The main financial data of chebai technology in 2020 (audited) and January November 2021 (Unaudited) are as follows:
Unit: 10000 yuan
Serial number project December 31, 2020 / November 30, 2021/
2020 January November 2021
1. Total assets 1832.26 1898.77
2. Total liabilities 1416.83 1319.17
3. Net assets 415.43 579.60
4. Operating income 1969.45 1720.95
5. Net profit 115.43 153.99
4、 Main contents of foreign investment agreement
(I) parties:
Party A: Beijing chebai intelligent network planning, design and Research Institute Co., Ltd. (hereinafter referred to as "party a") Party B: Beijing Zhencheng technology partnership (limited partnership) (hereinafter referred to as "Party B")
Party C: Vanjee Technology Co.Ltd(300552) (hereinafter referred to as "Party C")
Party D: Beijing chebai Intelligent Network Technology Co., Ltd. (hereinafter referred to as "Party D")
Whereas:
Party D has a registered capital of 30 million yuan, which is a wholly-owned subsidiary of Party A. Party A plans to transfer its capital contribution of 10 million yuan held by Party D to Party B. after this equity transfer, Party A holds Party D's capital contribution of 20 million yuan and Party B holds Party D's capital contribution of 10 million yuan. Party D intends to increase the registered capital after the completion of the above equity changes. In accordance with the relevant laws and regulations of China, based on the principles of equality, mutual benefit and win-win cooperation, the parties enter into this Agreement on the capital increase of Party D and the cooperation between the parties through friendly negotiation.
(II) capital increase plan
Party D plans to increase the capital by 30 million yuan and increase the registered capital from 30 million yuan to 60 million yuan. All parties agree that Party B shall subscribe 10 million yuan and Party C shall subscribe 20 million yuan for this capital increase, and Party A shall waive the preemptive right. After this capital increase, Party D's equity structure is as follows:
Name of shareholder capital contribution (10000 yuan)
