Securities code: 300512 securities abbreviation: Hangzhou Zhongya Machinery Co.Ltd(300512) Announcement No.: 2022-012 Hangzhou Zhongya Machinery Co.Ltd(300512)
Announcement on foreign investment, establishment of joint ventures and related party transactions
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.
Hangzhou Zhongya Machinery Co.Ltd(300512) (hereinafter referred to as “the company”) held the 10th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors on January 29, 2022, deliberated and adopted the proposal on foreign investment and establishment of joint ventures and related party transactions. The relevant matters are hereby announced as follows:
1、 Overview of foreign investment and related party transactions
1. The company, together with Shenzhen Megmeet Electrical Co.Ltd(002851) , Shi Zheng and Wei Yongming, plans to jointly contribute to the establishment of Hangzhou Zhongmai Intelligent Equipment Co., Ltd. (tentative name, subject to the company name finally approved by the competent department of industrial and commercial registration, hereinafter referred to as the “joint venture”). The registered capital of the joint venture is RMB 10 million, of which the company contributes RMB 4 million, accounting for 40% of the total registered capital; Shenzhen Megmeet Electrical Co.Ltd(002851) invested 3 million yuan, accounting for 30% of the total registered capital; Shi Zheng invested 1.5 million yuan, accounting for 15% of the total registered capital; Wei Yongming contributed 150000 yuan, accounting for 15% of the total registered capital. The company signed the joint venture agreement (Draft) with Shenzhen Megmeet Electrical Co.Ltd(002851) , Shi Zheng and Wei Yongming on January 29, 2022.
2. On January 29, 2022, the company held the 10th meeting of the 4th board of directors. The related directors Shi Zhongwei, Xu Manhua and Shi Zheng avoided voting, deliberated and adopted the proposal on foreign investment, establishment of joint ventures and related transactions with 6 votes in favor, 0 abstention and 0 opposition, and agreed to the above foreign investment matters. The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this matter. According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, this transaction is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
3. Mr. Shi Zheng, who participated in the investment of the joint venture, is one of the actual controllers of the company. He serves as the director and President of the company and is an affiliated natural person of the company. According to the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules, this joint investment constitutes a connected transaction.
4. This foreign investment and related party transactions do not constitute a major asset reorganization or listing as stipulated in the measures for the administration of major asset reorganization of listed companies, and do not require the approval of relevant departments.
2、 Introduction to counterparty
1. Shenzhen Megmeet Electrical Co.Ltd(002851) basic information
Company name: Shenzhen Megmeet Electrical Co.Ltd(002851)
Address: A, B, c501-503, D and E, 5th floor, Tsinghua Ziguang Science Park, No. 13, Langshan Road, North District, high tech Zone, Nanshan District, Shenzhen
Enterprise type: limited liability company (listed on Shenzhen Stock Exchange, stock code: 002851)
Legal representative: Tong Yongsheng
Registered capital: 49756934 yuan
Main business: mainly engaged in the R & D, design, production and sales of intelligent household electrical appliances, industrial power supply and industrial automation products, and providing power solutions for customers. The products cover many industries such as consumer electronics, intelligent household appliances, medical treatment, communication, information technology, industrial automation and so on.
Controlling shareholder: Tong Yongsheng (proportion of Shenzhen Megmeet Electrical Co.Ltd(002851) shares held: 19.05%) Shenzhen Megmeet Electrical Co.Ltd(002851) has no relationship with the company and is not a dishonest executee.
2, Shi Zheng, the ID number 3301051978****061X, is one of the company’s actual controllers. He is director and President of the company. He is a natural person connected to the company, not a dishonest executor.
3, Wei Yongming, the ID number 3301041973****1310, does not have any relationship with the company, not the dishonest executor.
3、 Basic information of investment object
1. Company name: Hangzhou Zhongmai Intelligent Equipment Co., Ltd. (tentative name, subject to the company name approved by the competent department of industrial and commercial registration)
2. Domicile: Hangzhou, Zhejiang Province (subject to the domicile approved by the competent department of industrial and commercial registration)
3. Registered capital and equity structure:
The registered capital of the joint venture at the time of establishment is RMB 10 million. The shareholders and their contributions are as follows:
Name of shareholder (joint venture party), mode of contribution, amount and proportion of contribution
(RMB 10000) (%)
Hangzhou Zhongya Machinery Co.Ltd(300512) currency 400 40
Shenzhen Megmeet Electrical Co.Ltd(002851) currency 300 30
Shizheng coins 150 15
Coins of Wei Yongming 150 15
4. Duration of the joint venture: the duration of the joint venture is 20 years from the date of issuance of the business license by the relevant department.
5. Business scope: R & D, production, manufacturing and sales of automation equipment and systems (the business scope approved by China Industrial and commercial registration authority shall prevail).
4、 Pricing policy and basis of related party transactions
The company invested and established a joint venture with Shenzhen Megmeet Electrical Co.Ltd(002851) , Shi Zheng and Wei Yongming this time. All parties shall bear corresponding responsibilities according to their respective proportion of capital contribution based on the principle of equality and mutual benefit, and there is no damage to the interests of the company and shareholders.
5、 Main contents of foreign investment contract
Party A: Hangzhou Zhongya Machinery Co.Ltd(300512)
Party B: Shenzhen Megmeet Electrical Co.Ltd(002851)
Party C: Shi Zheng
Party D: Wei Yongming
1. Contribution payment
The registered capital of the joint venture is 10 million yuan, and the initial contribution is 8.5 million yuan, which shall be paid within 60 days after the joint venture obtains the business license, including 4 million yuan from Party A, 3 million yuan from Party B and 1.5 million yuan from Party C; The second phase capital contribution of 1.5 million yuan shall be paid by Party D within ten years after the joint venture obtains the business license. If the technical team of the joint venture becomes a shareholder in the future, Party D may appropriately transfer its share proportion to the technical team of the company.
2. Corporate governance
(1) Shareholders’ meeting
The shareholders’ meeting is the authority of the joint venture company. The functions and powers of the shareholders’ meeting shall be exercised within the scope of the provisions of the articles of association and the laws of the joint venture.
(2) Board of directors
The joint venture company has a board of directors with 3 directors, of which Party A nominates 2 directors and Party B nominates 1 Director.
The chairman is the legal representative of the company and is nominated by Party A.
(3) Supervisor
The joint venture does not have a board of supervisors, but one supervisor, who is held by the employee representative.
(4) Management organization
The joint venture company shall have one general manager, one deputy general manager and one financial manager respectively. The general manager shall be appointed by Party A, the deputy general manager shall be appointed by Party B, and the financial manager shall be appointed by Party A. the above personnel shall be appointed by the board of directors.
3. Breach of contract and liability for breach of contract
If a party fails to perform any of its obligations under this agreement or the articles of association, or any representation or warranty of such party under this agreement is untrue or inaccurate (hereinafter referred to as the “breaching party”), it shall be deemed that such party has violated this agreement. In this case, any other party (hereinafter referred to as the “performing party”) may notify the breaching party in writing that this agreement has been breached and shall correct the breach within thirty (30) days from the date of receiving the notice. If the breach is not corrected before the end of the thirty (30) day period, the performing party shall have the right to terminate this agreement in accordance with Article 10 without affecting its investigation of the liability of the breaching party for breach of contract.
In case of breach of this agreement, the breaching party shall be responsible for all losses caused by the breaching party’s breach of this agreement.
4. Effective conditions and effective time
This Agreement shall come into force after being signed by all parties or signed by the legal representative or authorized representative of the company and stamped with official seal (if it is a legal person), and approved by the board of directors of Party A.
6、 Purpose, existing risks and impact on the company of foreign investment
(I) purpose of foreign investment and its impact on the company
This foreign investment to establish a joint venture is mainly engaged in the R & D, production, manufacturing and sales of automation equipment and systems, which can enrich the company’s product series, further improve the company’s market competitiveness and promote the continuous growth of the company’s performance, which is in line with the interests of the company and all shareholders.
The capital source of the company’s foreign investment this time is its own capital, which will not have a significant adverse impact on the company’s financial and operating conditions, and there is no damage to the interests of the company and all shareholders. After the completion of this foreign investment, the company holds 40% equity of the joint venture and is the controlling shareholder of the joint venture. The statements of the joint venture will be consolidated, which will lead to changes in the scope of the consolidated statements of the company, and the future operation of the joint venture will have an impact on the performance of the company.
(II) existing risks
This foreign investment meets the needs of the company’s development and strategic planning. After the establishment of the joint venture, it may face risks in operation management, market development and so on. The company will make use of its management experience and its own resource advantages to improve its management level and market competitiveness, so as to promote the smooth implementation of this investment project.
7、 The total amount of various related party transactions with related parties from the beginning of the year to the disclosure date
From the beginning of 2022 to the disclosure date, the total amount of various related party transactions between the company and Shi Zheng was 6700 yuan. It refers to the related lease amount between the company and Shi Zheng.
8、 Other matters
The board of directors of the company will actively pay attention to the progress of this foreign investment and related party transactions, and timely disclose the relevant progress in accordance with the Shenzhen Stock Exchange gem stock listing rules, the articles of association and other relevant provisions. Please pay attention to the announcement disclosed by the company in the designated information disclosure media.
9、 Opinions of independent directors
(I) prior approval opinions of independent directors
The independent directors of the company reviewed and approved the foreign investment and related party transactions in advance, and issued the following prior approval opinions:
1. This foreign investment to establish a joint venture is mainly engaged in the R & D, production, manufacturing and sales of automation equipment and systems, which can enrich the company’s product series, further improve the company’s market competitiveness and promote the continuous growth of the company’s performance, which is in line with the interests of the company and all shareholders.
2. This foreign investment and related party transactions comply with the provisions of relevant laws and regulations, and the voting procedures are legal and effective; The capital source of the company’s foreign investment this time is its own capital, which will not have a significant adverse impact on the company’s financial and operating conditions, and there is no damage to the interests of the company and all shareholders.
To sum up, we unanimously agree to submit the proposal on foreign investment and establishment of joint ventures and related party transactions to the board of directors of the company for deliberation.
(II) independent opinions of independent directors
After review, the independent directors believe that:
1. The matters related to this foreign investment and related party transactions were deliberated and approved at the 10th meeting of the Fourth Board of directors of the company, and the related directors withdrew from voting. The convening, convening, deliberation and voting procedures of the meeting comply with the provisions of relevant laws, regulations and the articles of association.
2. This foreign investment to establish a joint venture is mainly engaged in the R & D, production, manufacturing and sales of automation equipment and systems, which can enrich the company’s product series, further improve the company’s market competitiveness and promote the continuous growth of the company’s performance, which is in line with the interests of the company and all shareholders.
3. This foreign investment and related party transactions comply with the provisions of relevant laws and regulations, and the voting procedures are legal and effective; The capital source of the company’s foreign investment this time is its own capital, which will not have a significant adverse impact on the company’s financial and operating conditions, and there is no damage to the interests of the company and all shareholders.
To sum up, we unanimously agree with the deliberation results of the board of directors on the proposal on foreign investment and establishment of joint ventures and related party transactions.
10、 Opinions of the board of supervisors
After verification, the board of supervisors believes that:
1. The matters related to this foreign investment and related party transactions were deliberated and approved at the 10th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors, and the related directors withdrew from voting. The convening, convening, deliberation and voting procedures of the meeting comply with the provisions of relevant laws, regulations and the articles of association.
2. This foreign investment to establish a joint venture is mainly engaged in the R & D, production, manufacturing and sales of automation equipment and systems, which can enrich the company’s product series, further improve the company’s market competitiveness and promote the continuous growth of the company’s performance, which is in line with the interests of the company and all shareholders.
3. This foreign investment and related party transactions comply with the provisions of relevant laws and regulations, and the voting procedures are legal and effective; The capital source of the company’s foreign investment this time is its own capital, which will not have a significant adverse impact on the company’s financial and operating conditions, and there is no damage to the interests of the company and all shareholders.
To sum up, we unanimously agree on the establishment of joint ventures and related party transactions by the company’s foreign investment. 11、 Documents for future reference
1. Resolution of the 10th meeting of the Hangzhou Zhongya Machinery Co.Ltd(300512) Fourth Board of directors;
2. Resolutions of the Hangzhou Zhongya Machinery Co.Ltd(300512) 8th meeting of the 4th board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 10th meeting of the Fourth Board of directors of the company; 4. Independent opinions of independent directors on matters related to the 10th meeting of the Fourth Board of directors of the company;
5. Written review opinions of the board of supervisors on matters related to the eighth meeting of the Fourth Board of supervisors;
Agreement (Draft).
It is hereby announced.
Hangzhou Zhongya Machinery Co.Ltd(300512) board of directors
