Securities code: 300595 securities abbreviation: Autek China Inc(300595) Announcement No.: 2022-011 Autek China Inc(300595)
Announcement on foreign investment of wholly-owned subsidiaries
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 foreign investment
1. Basic information: on February 6, 2022, Autek China Inc(300595) (hereinafter referred to as " Autek China Inc(300595) " and "the company"), a wholly-owned subsidiary of Autek China Inc(300595) Investment Co., Ltd. (hereinafter referred to as "OPP investment" and "Party A 1") Kunming Shikang ophthalmology clinic Co., Ltd. (hereinafter referred to as "Kunming Shikang" and "Party A 2") and Mr. Chen Shouwan (hereinafter referred to as "Party C 1") and Ms. Zhang Dong (hereinafter referred to as "Party C 2") Yunnan xingchongbiao enterprise management partnership (limited partnership) (hereinafter referred to as "Party C 3" and "xingchongbiao partnership") signed the Autek China Inc(300595) Investment Co., Ltd., Kunming Shikang ophthalmology clinic Co., Ltd. and Chen Shouwan, Zhang Dong and Yunnan xingchongbiao enterprise management partnership (limited partnership) in Hefei, Anhui Province With regard to the investment cooperation agreement of Yunnan Jiamu medical device Co., Ltd., OPP investment plans to invest in Yunnan Jiamu medical device Co., Ltd. (hereinafter referred to as "Yunnan Jiamu", "Party B" and "target company") with its own capital of RMB 13.0453 million and Kunming Shikang plans to invest in Yunnan Jiamu medical device Co., Ltd. with its own capital of RMB 8.4163 million. After the completion of this investment, OPP investment holds 31% equity of Party B and Kunming Shikang holds 20% equity of Party B.
2. Review procedure: the company held the general manager's office meeting on February 6, 2022 and agreed to invest abroad. According to the relevant provisions of laws and regulations and the articles of association, this investment and cooperation matter does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation, and there is no need to perform other government pre-approval procedures.
3. Disclosure standard of the company: voluntary disclosure. On August 4, 2021, the company held the 14th meeting of the third board of directors, deliberated and approved the proposal on determining the voluntary disclosure standard of the company's foreign investment. The board of directors agreed that the voluntary disclosure standard of the company's foreign investment (excluding financial management) is: 1) if the company's initial capital contribution exceeds 1% of the company's latest audited net assets or exceeds RMB 15 million, Fulfill the voluntary disclosure obligation after being approved by the general manager of the company; 2) If the amount of capital contribution exceeds the above amount, it shall be implemented with reference to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant rules.
4. Source of funds: self owned funds.
5. Others: the signatory of the agreement does not constitute a related party as stipulated in the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020), does not involve related party transactions, and does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Introduction to relevant parties
(I) basic information
1. Party A:
(1) Name: Autek China Inc(300595) Investment Co., Ltd
(2) Unified social credit Code: 91340100ma2n19n83w
(3) Enterprise type: limited liability company
(4) Date of establishment: October 14, 2016
(5) Registered address: Room 305, floor 3, building 2, No. 4899, Wangjiang West Road, high tech Zone, Hefei, Anhui Province
(6) Legal representative: Zhang Yibing
(7) Registered capital: 50 million yuan
(8) Business scope: equity investment, project consultation and project management (without the approval of the financial supervision department, it is not allowed to engage in financial businesses such as deposit taking, financing guarantee and customer financing) (for projects that need to be approved according to law, business activities can be carried out only with the approval of relevant departments)
(9) As of the signing date of this agreement, the equity structure of OPP investment is as follows:
Serial number shareholder name subscribed registered capital (10000 yuan) contribution proportion (%)
1 Autek China Inc(300595) 5000.00 100.00
Total 5000.00 100.00
2. Party A:
(1) Name: Kunming Shikang ophthalmology clinic Co., Ltd
(2) Unified social credit Code: 91530112ma6kyl8j5l
(3) Enterprise type: limited liability company
(4) Date of establishment: August 24, 2017
(5) Registered address: room 1801-1808, Huidu Shouyu office building, Jinma Yuexing Park, No. 26, Xichang Road, Xishan District, Kunming, Yunnan Province
(6) Legal representative: Zhang Bin
(7) Registered capital: 2040800 yuan
(8) Business scope: clinic services; Hospital management; Research and development, application, technical consultation, technical service and technology transfer of medical technology; Health information consultation; Medical optometry glasses; Sales of glasses, class I and class II medical devices and optical instruments; Wholesale of class III medical devices; Retail of corneal contact lenses (including soft, hard and plastic corneal contact lenses), nursing fluids and corneal contact lens nursing products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(9) As of the signing date of this agreement, the equity structure of Kunming Shikang is as follows:
Serial number shareholder name subscribed registered capital (10000 yuan) contribution proportion (%)
1 Autek China Inc(300595) Investment Co., Ltd. 104.08 51.00
2 Zhang Mingjing 50.00 24.50
3 Ouyang Zhonghua 40.00 19.60
4 Yunnan shilikang enterprise management partnership 10.00 4.90
(limited partnership)
Total 204.08 100.00
3. Party C 1:
Name: Chen Shouwan
Gender male
Nationality China
ID number 5322011976********
Address: Qujing City, Yunnan Province
Have you obtained the right of residence in other countries or regions? No
4. Party C 2:
Name: Zhang Dong
Gender female
Nationality China
ID number 5322241978********
Address: Qujing City, Yunnan Province
Have you obtained the right of residence in other countries or regions? No
5. Party C 3:
(1) Name: Yunnan xingchongbiao enterprise management partnership (limited partnership)
(2) Unified social credit Code: 91530103ma6qg5qk17
(3) Enterprise type: limited partnership
(4) Date of establishment: August 23, 2021
(5) Registered address: No. 2052, building D, senior apartment, Taoyuan square, Panlong District, Kunming, Yunnan
(6) Executive partner: Zhang Dong
(7) General items: enterprise management; Enterprise management consulting; Sales of daily necessities; Sales of optical instruments; Glasses sales (excluding contact lenses); Sales of Arts and crafts and etiquette supplies (except ivory and its products); Sales of health food (prepackaged); Food sales (only pre packaged food); Sales of class II medical devices (except for items subject to approval according to law, business activities shall be carried out independently according to law with business license).
Licensed items: Category III medical device business (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business items shall be subject to the approval documents or licenses of relevant departments).
(8) As of the signing date of this partnership agreement, the investment structure of Chongxing is as follows:
No. partner name contribution ratio (%)
1 Zhang Dong 45
2 Lin bin 15
3 Hanyu 10
4 Chen Rong 5
5 yuan Mingchao 5
6 Li huaran 5
7 Zhu Jiacai 5
8 Zhuang Chenghe 5
9 Liu Lidong 5
Total 100.00
(II) overview of the relationship between relevant parties
1. Party A 1 is a wholly-owned subsidiary of Autek China Inc(300595) and Party A 2 is a holding subsidiary of Party A 1.
2. Party C 1, Party C 2 and Party C 3 (hereinafter collectively referred to as "Party C") are not related to the company, its controlling shareholders, actual controllers, shareholders holding more than 5% of the company's shares, directors, supervisors and senior managers.
(III) others
Upon inquiry, China executive information disclosure network（ http://zxgk.court.gov.cn./ ）, as of the disclosure date of this announcement, Party C 1, Party C 2 and Party C 3 are not dishonest Executees.
3、 Basic information of investment object
(I) basic information of the underlying assets
1. 31% of the newly increased equity of Yunnan Jiamu (investment through the company's wholly-owned subsidiary OPP investment); 2. The newly increased 20% equity of Yunnan Jiamu (through the investment of Kunming Shikang, the holding subsidiary of OPP investment, a wholly-owned subsidiary of the company).
(II) mode and source of capital contribution
This investment is in the form of monetary contribution, and the source of funds is its own funds.
(III) basic information of the target company
1. Name: Yunnan Jiamu Medical Instrument Co., Ltd
2. Legal representative: Chen Shouwan
3. Unified social credit Code: 91530102ma6nhrmr6g
4. Registered capital: 1 million yuan
5. Date of establishment: December 14, 2018
6. Registered address: office 4, No. 5, Shengdi building, north section of Qingnian Road, Wuhua District, Kunming, Yunnan Province
7. Business scope: Sales of medical devices, disinfection products, prepackaged food, health food, cultural goods, electronic products and daily necessities; Diagnosis and treatment services; Optometry and glasses; Health consultation; Development, application, technical consultation, technical service and technology transfer of computer software and hardware (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
8. Before this transaction, the equity structure of the subject company is as follows:
Name of shareholder subscribed registered capital paid in registered capital contribution method equity ratio
