Securities code: 300429 securities abbreviation: Changzhou Tronly New Electronic Materials Co.Ltd(300429) Announcement No.: 2022-003 bond Code: 123076 bond abbreviation: strong convertible bond
Changzhou Tronly New Electronic Materials Co.Ltd(300429)
Announcement on investment and 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. 1、 Overview of related party transactions 1. Changzhou Tronly New Electronic Materials Co.Ltd(300429) (hereinafter referred to as "the company") intends to cooperate with Changzhou Qiangli Industrial Investment Co., Ltd. (hereinafter referred to as "Qiangli industry"), Shanghai changdai enterprise management center (limited partnership) (hereinafter referred to as "Shanghai changdai") Jieshiya (Shanghai) Trading Co., Ltd. (hereinafter referred to as "jieshiya") jointly invested and established a Joint Venture Changzhou Qiangli jieshiya new materials Co., Ltd. (tentative name, subject to the final review of the market supervision and administration department, hereinafter referred to as "the joint venture"). The business purpose and function of the joint venture at the time of its establishment is a trading company, strengthening the cooperative relationship between the company and jetsya, and stabilizing the operation of manufacturing business, which is in line with the company's development strategy and business needs. The total investment of the joint venture is 3 million yuan, and the company subscribed 750000 yuan with its own funds, accounting for 25% of the equity of the joint venture; Qiangli industry subscribed 840000 yuan in cash, accounting for 28% of the equity of the joint venture; Shanghai changdai subscribed 390000 yuan in cash, accounting for 13% of the equity of the joint venture; Jieshiya subscribed 1.02 million yuan in cash, accounting for 34% of the equity of the joint venture. 2. Mr. Qian Xiaochun, the chairman of the company, is the executive director and general manager of Qiangli industry and the actual controller of Qiangli industry. According to the related party relationship stipulated in the Shenzhen Stock Exchange GEM Listing Rules, Qiangli industry is an affiliated legal person of the company, and the company's joint investment with Qiangli industry constitutes a related party transaction. Major asset restructuring that does not constitute the provisions of the measures for the administration of major asset restructuring of listed companies does not need to be approved by relevant departments. 3. This transaction does not meet the deliberation standard of the board of directors and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
2、 Basic information of related parties and other partners (I) basic information of related parties 1 Name: Changzhou Qiangli Industrial Investment Co., Ltd Address: No. 3, Qianjia Industrial Park, Yaoguan Town, Wujin District, Changzhou City Nature of enterprise: limited liability company 4 Legal representative: Qian Xiaochun 5 Registered capital: 10 million yuan Main business: industrial investment; Technology market management services; Other economic and business information consulting services; Enterprise management information consulting service; Trade information consulting services; Real estate leasing operation; Information technology and information consulting services; Trade brokerage and agency property management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) 7 Capital contribution:
No. subscribed capital contribution amount (10000 yuan) contribution proportion of contributor
Qian Xiaochun 600 60%
2. Military management 400 40%
Total 1000 100%
8. As of December 31, 2021, the main financial data of Qiangli industry are as follows:
Unit: Yuan
Total assets 1098797.50
Net assets 1098522.50
Operating income 0
Net profit -1477.50
9. Description of related relationship: Mr. Qian Xiaochun, chairman of the company, is the executive director and general manager of Qiangli industry and the actual controller of Qiangli industry. According to the related relationship stipulated in the Shenzhen Stock Exchange GEM Listing Rules, Qiangli industry is an associated legal person of the company. Up to now, Qiangli industry has not been listed as a dishonest executee. 10. From the beginning of 2022 to the disclosure date of this announcement, except for this related party transaction, the company has no related party transaction with Qiangli industry.
(II) basic information of other partners 1 Shanghai changdai enterprise management center (limited partnership) (1) Name: Shanghai changdai enterprise management center (limited partnership) (2) address: No. 1999 Beixing Road, Sanxing Town, Chongming District, Shanghai (Shanghai yuhaitang science and Technology Park) (3) nature of enterprise: limited partnership (4) executive partner: Li de (5) registered capital: 2 million yuan (6) Main business: licensed items: import and export of goods; Technology import and export. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: enterprise management, business information consulting (including investment consulting), conference services, marketing planning, electronic products Sales of chemical raw materials and products (except hazardous chemicals, MCCs, fireworks and firecrackers, civil explosives and precursor chemicals), technical services, technology development, technical consultation, technical exchange, technology transfer and technology promotion. (except for the projects that need to be approved according to law, carry out business activities independently according to law with the business license) (7) capital contribution:
No. subscribed capital contribution amount (10000 yuan) contribution proportion of contributor
1 Lide 188.9 94.45%
2 Jinmo 11.1 5.55%
Total 200 100%
(8) Shanghai changdai and its partners have no relationship with the company. Up to now, Shanghai changdai has not been listed as a dishonest executee. 2. Jieshiya (Shanghai) Trading Co., Ltd. (1) Name: jieshiya (Shanghai) Trading Co., Ltd. (2) domicile: room 302-321, No. 211, Fute North Road, China (Shanghai) pilot free trade zone (3) enterprise nature: limited liability company (wholly owned by foreign legal person) (4) legal representative: wakiyamakeisuke
(5) Registered capital: USD 200000 (6) main business: international trade, entrepot trade, trade and trade agency between enterprises in the zone, simple commercial processing in the zone, trade consulting services in the zone, chemical products and their raw materials (except special chemicals and precursor chemicals, see the license for details), plastics and their products, rubber and their products (except natural rubber) Wholesale, import and export of synthetic resin and its products, precision instruments and equipment and their parts and components, packaging materials, commission agency (except auction) and other relevant supporting services, technology development, technical services, technology transfer and technical consultation in the field of chemical products and mechanical equipment.
[for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments] (7) actual controller: JSR Co., Ltd. holds 100% equity of zeitgeir. (8) Jieshiya has no relationship with the company. Up to now, jieshiya has not been listed as a dishonest executee. 3、 Basic information of this foreign investment 1. Name of the joint venture: Changzhou Qiangli jieshiya New Material Co., Ltd. (tentative name, subject to the final review of the market supervision and administration department) 2. Place of registration: Changzhou City, Jiangsu Province 3. Company type: limited liability company 4. Business scope: manufacturing and processing entrusted products, Management and operation of raw materials (tentative, subject to the final review of the market supervision and administration department) 5. Registered capital and equity structure of the joint venture: the registered capital of the joint venture is RMB 3 million, and the parties to the joint venture pay their subscribed capital in RMB cash. The equity structure is as follows:
No. subscribed capital contribution of the contributor (10000 yuan) contribution proportion contribution method
1 Changzhou Qiangli electronic new material Co., Ltd. 75 25.0% monetary contribution
2 Changzhou Qiangli Industrial Investment Co., Ltd. 84 28.0% monetary contribution company
3 Shanghai changdai enterprise management center 39 13.0% monetary contribution
(limited partnership)
4. Jieshiya (Shanghai) Trading Co., Ltd. has 102 34.0% monetary contribution
Limited company
Total 300 100.0%
IV Main contents of the foreign investment contract (I) Party A: jieshiya (Shanghai) Trading Co., Ltd. (hereinafter referred to as "party a"). Party B 1: Changzhou Tronly New Electronic Materials Co.Ltd(300429) Party B 2: Changzhou Qiangli Industrial Investment Co., Ltd. Party B 3: Shanghai changdai enterprise management center (limited partnership). Party B 1, Party B 2 and Party B 3 are collectively referred to as "Party B". (II) The parties to the joint venture agree to cooperate with each other to achieve the following objectives and achieve good investment income and results in the operation of the joint venture while making every effort to develop the joint venture and enhance the value of the enterprise: (1) the business purpose and function of the joint venture at the time of its establishment is a trading company, The joint venture company will sell the raw materials purchased from Party A to Party B, and sell the products and polymers entrusted by Party B to Party A. (2) For the raw materials necessary for the implementation of entrusted processing and sold by Party A to Party B, as well as the entrusted processing products processed by Party B after accepting the entrustment of Party A, the exclusive purchase and sales transaction shall be completed through the joint venture. (3) In the future, when Party A requires the joint venture to manufacture products, and Party B agrees, Party A and Party B shall add necessary investment and carry out system construction on the basis of negotiation in order to achieve production performance. (III) corporate governance 1 The joint venture shall set up a shareholders' meeting. The shareholders' meeting is the highest authority of the joint venture company. The shareholders' meeting shall exercise the voting rights according to the proportion of capital contribution. All voting matters of the shareholders' meeting shall be approved by shareholders representing more than 67% of the voting rights. 2. The board of Directors consists of three directors. The number of directors appointed / appointed by the parties to the joint venture is as follows: (1) Party A appoints / appoints 1 Director;
(2) Party B appoints / appoints 2.
3. One of the directors appointed / appointed by Party B is the chairman, and one of the directors appointed / appointed by Party B is the vice chairman. 4. The term of office of the directors is 3 years, and the appointed joint venture parties can serve consecutive terms. 5. The joint venture shall have one supervisor appointed / appointed by Party B. The term of office of the supervisor is 3 years, and the supervisor appointed by the joint venture party can be reappointed. If the joint venture company adds production functions, it can change the number of supervisors to two after Party A's judgment, of which one supervisor shall be appointed / appointed by Party A. 6. The joint venture shall set up an operation and management organization to be responsible for the daily operation and management of the joint venture. The operation and management organization of the joint venture shall have a general manager and a deputy general manager as senior managers. In addition to the above senior managers, the joint venture may also set up other senior managers. Senior managers are appointed by the board of directors for a term of three years, and can be reappointed after being appointed by the board of directors. 7. The general manager is the legal representative of the company. The general manager is recommended by Party B to the board of directors, and the deputy general manager is recommended by Party A to the board of directors. The general manager and deputy general manager shall be finally decided by the shareholders' meeting in accordance with the contract. 8. According to the authority of the general manager, the joint venture company employs the personnel recommended by Party B as financial personnel, who is not a senior manager. (IV) responsibilities of all parties 1 In addition to the responsibilities specified in other terms of the contract, the parties to the joint venture shall also bear the following responsibilities: (1) Party A's responsibilities: ① support the joint venture in purchasing and selling raw materials and products; ② Assist in the preparation of necessary relevant materials for the establishment of a joint venture; ③ Other matters entrusted by the joint venture and Party A agrees to various conditions (including consideration conditions) related to the entrustment. (2) Responsibilities of Party B: ① support the joint venture in purchasing and selling raw materials and products; ② Play a major role in the business operation including communication with government departments after the establishment of the joint venture; ③ Play a major role in the approval procedure for the establishment of the joint venture;
④ Play a major role in the approval of the business license for hazardous chemicals necessary to deal with the raw materials purchased and sold by the joint venture and the products manufactured by Party B entrusted by Party A; ⑤ Support the introduction of systems necessary for the business operation of the joint venture; ⑥ In order to enable the joint venture to carry out business as a productive company, it shall adjust with the government departments for additional production items in the business scope of the business license at the time of establishment of the company. ⑦ In order to carry out business of the joint venture, Party B leases the buildings in Party B's office to the joint venture. The specific lease conditions shall be stipulated in the building lease contract signed separately between Party B and the joint venture. ⑧ Entrusted by the joint venture company, and Party B agrees to other matters (V) of various conditions (including consideration conditions) related to the entrustment; breach of contract clause 1. Liability for violation of the obligation to pay capital contribution; when any party to the joint venture fails to perform the obligation to pay the capital contribution of the joint venture company subscribed by itself in whole or in part, If the unperformed joint venture party fails to complete the payment of the capital contribution more than one month after the deadline for payment of the capital contribution, the joint venture party who has fulfilled the obligation to pay the capital contribution has the right to terminate the contract in advance in accordance with the provisions of the contract, and the unperformed joint venture party shall bear the liability for breach of contract, Compensate the parties to the joint venture who have fulfilled their obligation to pay capital contribution for the losses caused by their violation of their obligation to pay capital contribution. 2. Other liabilities for breach of contract if any party to the joint venture fails to perform or violates the obligations and other matters specified in the contract and causes losses to other joint venture parties, regardless of whether the contract is terminated in advance or not, the breaching joint venture party shall compensate for the losses. (VI) effective time this contract shall come into force from the date of conclusion. However, if the examination and approval authority does not approve the establishment of the joint venture, this contract shall be terminated. 5、 Purpose, existing risks and impact of foreign investment on the company (I) investment purpose and impact the company strengthens the cooperative relationship between the company and jetsya through the establishment of the joint venture, and stably operates the manufacturing business, which is in line with the company's development strategy and business needs. The capital of this transaction comes from its own funds
