Securities code: 300846 securities abbreviation: Capitalonline Date Service Co.Ltd(300846) Announcement No.: 2022-027 Capitalonline Date Service Co.Ltd(300846)
Announcement on foreign investment and establishment of joint ventures
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records
Contains, misleading statements or material omissions.
1、 Overview of foreign investment
(I) foreign investment
In view of the business development needs of Capitalonline Date Service Co.Ltd(300846) (hereinafter referred to as "the company" or " Capitalonline Date Service Co.Ltd(300846) "), The wholly-owned subsidiary Capitalonline Date Service Co.Ltd(300846) (Wenchang) Information Technology Co., Ltd. (tentative name, subject to the verification results of relevant departments, hereinafter referred to as " Capitalonline Date Service Co.Ltd(300846) (Wenchang)") proposed to use its own capital of 36 million yuan to jointly invest and establish a joint venture with Wenchang Aerospace supercomputing smart technology Co., Ltd. (hereinafter referred to as "Wenchang supercomputing"). (II) examination and approval of foreign investment
The foreign investment has been deliberated and approved at the second meeting of the Fifth Board of directors of the company. According to the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules and Capitalonline Date Service Co.Ltd(300846) articles of association, this foreign investment is within the scope of the deliberation authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
(III) this investment does not constitute a related party transaction or a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Introduction to counterparty
Company name: Wenchang Aerospace supercomputing Smart Technology Co., Ltd
Registered capital: RMB 100 million
Unified social credit Code: 91469005ma5tgxm0xj
Legal representative: Xing Yichuan
Registered address: second floor, building 24, aerospace modern city, No. 169, Wenwei Road, Wenchang City, Hainan Province
Enterprise type: limited liability company
Shareholders and shareholding ratio: Hainan Detuo Investment Co., Ltd. holds 100% of its equity, with natural persons Xing Qingtao and Tan Ding
Business scope: technical services in the field of supercomputing and cloud computing, scientific research, technical consultation, technology development and technical services based on supercomputing, cloud computing and big data, industrial park operation and management, house and site leasing, property management, investment consultation, computer software and hardware development, production and sales, computer technology, network technology Technology development, technology transfer, technical consultation, technical training and technical services in the field of communication technology, computer network engineering and system installation, integration and operation and maintenance services, information technology outsourcing services, Internet data center business, Internet virtual private network business, Internet access services, information service business in class II value-added telecommunications business, Conference and exhibition services, enterprise management consulting, marketing planning, business information consulting. (general business items shall be operated independently, and licensed business items shall be operated with relevant licenses or approval documents) (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments.)
Relationship with the company: so far, Wenchang supercomputing has no relationship with the company and its controlling shareholders, actual controllers, shareholders holding more than 5% of the company's shares, directors, supervisors and senior managers.
According to the query on the website of the Supreme People's court "national court dishonest Executees list information publishing and query platform", up to now, Wenchang supercomputing does not belong to dishonest Executees.
3、 Basic information of the target investment
Enterprise name: Capitalonline Date Service Co.Ltd(300846) (Wenchang) Aerospace supercomputing Technology Co., Ltd. (tentative name, subject to the verification results of relevant departments, hereinafter referred to as " Capitalonline Date Service Co.Ltd(300846) (Wenchang) supercomputing")
Registered capital: 60 million yuan
Registered address: third floor, building 24, aerospace modern city, No. 168, Wenwei Road, Wenchang City, Hainan Province
Company type: limited liability company
Proposed business scope:
Licensed projects: Category II value-added telecommunications services (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
General items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Cloud computing equipment manufacturing; Sales of cloud computing equipment; Cloud computing equipment technology services; Manufacturing of computer software, hardware and peripheral equipment; Retail of computer software, hardware and auxiliary equipment; Computer system services; Leasing of computer and communication equipment; Data processing and storage support services; Software development; Software sales; Sales of electronic products; Network equipment manufacturing; Network equipment sales; Leasing of machinery and equipment (except for licensing business, it can independently operate projects not prohibited or restricted by laws and regulations).
The above information shall be subject to the final approval result of relevant departments in Hainan.
The equity structure of the joint venture at the time of establishment is as follows:
Sequence name / name of shareholder shareholding ratio subscribed capital contribution method
No. (RMB 10000)
1 Capitalonline Date Service Co.Ltd(300846) (Wenchang) Information Section 60% 3600 cash contribution
Technology Co., Ltd
2 Wenchang Aerospace supercomputing smart technology has 40% 2400 cash and in kind
Limited company
Total 100% 6000
Mode of capital contribution: see "(I) capital contribution" in "IV. main contents of the agreement" of this announcement for details.
4、 Main contents of the agreement
Party A: Capitalonline Date Service Co.Ltd(300846) (Wenchang) Information Technology Co., Ltd
Party B: Wenchang Aerospace supercomputing Smart Technology Co., Ltd
Party C: Hainan Modern Technology Group Co., Ltd
(I) capital contribution
1. Capitalonline Date Service Co.Ltd(300846) (Wenchang)
a. Mode of contribution: contribution in currency.
b. Preconditions for capital contribution: before May 1, 2022, Party B shall take the joint venture as the application subject and obtain the approval and formal approval documents of all government approval procedures related to the Wenchang Aerospace Supercomputing Center project from the joint venture, including but not limited to: project initiation by the national development and Reform Commission, construction license After completing the approval of phase I energy consumption index (the equivalent value of standard coal shall not be less than 4487.1 T / a) and power supply scheme (10kV power introduction scheme conforming to class a standard of gb50174-2017 data center design code), and obtaining the project filing certificate of the project granted by the development and Reform department.
c. Time of capital contribution: within 30 days after the signing of the agreement, pay in cash the capital contribution of RMB 1 million; On the premise that the joint venture company meets the capital contribution agreed in paragraph B above: (1) Capitalonline Date Service Co.Ltd(300846) (Wenchang) shall complete the paid in capital contribution with Party B in the same proportion according to the project capital demand time decided by the board of directors of the joint venture after all the conditions in paragraph B above are met.
(2) In principle, Party A shall pay all its subscribed capital contributions before August 31, 2022. However, if the preconditions for Party A's capital contribution are not achieved before May 1, 2022 due to Party B, or if the project fund demand time is delayed according to the resolution of the board of directors of the joint venture, the period of Party A's actual payment shall be postponed accordingly.
2. Wenchang supercomputing capital contribution
a. Mode of contribution: contribution in currency and in kind. The physical objects are mainly the main electromechanical equipment required for the construction of the data center (including diesel generator set, UPS, battery, cabinet, central air conditioning host, cooling water pump, chilled water pump, precision air conditioner, distribution cabinet, etc.).
b. The brand, technology selection, price, warranty period, etc. of the physical objects used for capital contribution shall be selected by the joint venture and paid in according to the requirements of the local market supervision and Administration Bureau.
c. When the total assessed value of the equipment contributed in kind is less than the amount that Party B should contribute, Party B shall make up in cash. d. Party B shall cooperate with the joint venture company to complete the capital contribution procedures of Party B's actual contribution in kind (including but not limited to the delivery of the material contribution and the registration change of the accounting book), and the joint venture company shall entrust a professional third-party accounting firm selected by Party A to issue a capital verification report.
e. Time of capital contribution: within 30 days after the signing of the agreement, pay in cash the capital contribution of RMB 1 million; The actual contribution in kind shall be paid in batches, and the time limit for the arrival of mechanical and electrical equipment required in the project schedule determined by the board of directors of the joint venture company shall be the actual payment period of Party B. The investment time of Party A and Party B shall be synchronized.
3. Party A and Party B shall exercise the rights of shareholders according to the amount of capital contribution subscribed, and each unit of equity of the joint venture company shall enjoy the same rights.
4. Within 5 years after the establishment of the joint venture, unless either party obtains the prior written consent of the other party, it and its actual controller shall not reduce or dispose of any equity of the joint venture directly or indirectly held by it in any way, including direct or indirect sale, gift, pledge, encumbrance or other disposal. (II) management of the joint venture
1. The joint venture company shall set up a board of directors, which is composed of three directors, including two appointed by Party A and one appointed by Party B. the resolutions and business actions of the board of directors shall not damage the interests of any shareholder.
2. The joint venture company shall have a supervisor appointed by Party B.
3. The joint venture shall have a general manager, who shall be elected by the board of directors.
4. The joint venture shall have one chief financial officer, who shall be nominated by Party A; One financial cashier, who shall be nominated by Party B.
5. The chief financial officer and the cashier respectively hold the online banking and secret keys of the joint venture. Unless there are large expenditures unrelated to the daily operation of the joint venture, Party A and Party B shall not restrict the use of online banking and keys.
6. In principle, the joint venture shall not purchase, restructure or borrow assets unrelated to business. If it is really necessary, it must be approved and agreed by Party A and Party B.
7. Party B may entrust an audit institution to audit the joint venture according to its own needs, and Party A shall cooperate with the audit institution entrusted by Party B to audit.
8. After the establishment of the joint venture, the general manager is responsible for establishing the personnel department, finance department, commerce department, operation and maintenance department, etc., and formulating the division of work and workflow to ensure the smooth operation of the company.
9. Party A and Party B shall specify the time of contribution of each shareholder in this agreement in the articles of association of the joint venture company. (III) subsequent capital increase
For the smooth completion and operation of Wenchang Aerospace Supercomputing Center project, Party A and Party B confirm that the joint venture cannot meet the capital needs of phase II project determined by the board of directors through non capital increase within 5 months after the first phase of Wenchang Aerospace Supercomputing Center project is sold and put on shelves more than 50%, And Party B shall start the capital increase after completing the approval of the joint venture (i.e. taking the joint venture as the application subject) to obtain the energy consumption index of phase II of Wenchang Supercomputing Center Project (the equivalent value of standard coal shall not be less than 6500 tons / year) and the power supply scheme corresponding to the power consumption capacity of phase II (10kV power introduction scheme conforming to class a standard of gb50174-2017 data center design code), The capital increase of the joint venture company shall be RMB 57 million, which can be increased in batches. The specific amount and time of each batch of capital increase shall be determined by the resolution of the shareholders' meeting.
(IV) repurchase
Repurchase scenario 1
If Party B fails to obtain the real estate ownership certificate of the project property before October 1, 2022, Party A has the right to require Party B to repurchase all the equity of the joint venture directly or indirectly held by Party A within 15 working days after Party A sends a repurchase notice to Party B. If the real estate ownership certificate cannot be obtained or delayed due to the fire protection construction of Party A's computer room, the commitment period shall be postponed accordingly.
Repurchase situation 2
If Party B fails to obtain all the procedures required for the construction of Wenchang Aerospace Supercomputing Center for the joint venture before May 1, 2022, it can be regarded as that the conditions are not fulfilled, and both parties can terminate this agreement. Party A has the right to require Party B to repurchase all the equity of the joint venture directly or indirectly held by Party A within 15 working days after Party A sends a repurchase notice to Party B.
Repurchase scenario 3
If Party B fails to complete all the acceptance works such as the main body acceptance, fire control acceptance, completion acceptance, planning acceptance and civil air defense acceptance of the real estate of Wenchang Aerospace Supercomputing Center before August 31, 2022, so that the real estate of Wenchang supercomputing project meets all the conditions for applying to the government department for the real estate ownership certificate, and the delay exceeds 30 days, it shall be deemed that the cooperation between the two parties has failed, Party A has the right to require Party B to repurchase all the equity of the joint venture directly or indirectly held by Party A within 15 working days after Party A sends a repurchase notice to Party B.
Repurchase scenario 4
As of the date when the first phase of Wenchang Aerospace Supercomputing Center project has reached 50% of the shelves: within 3 months or before the date when the first phase of the project has reached 70% (whichever is the later), If Party B fails to complete the second batch of energy consumption indicators (power supply scheme with standard coal equivalent value not less than 6500 T / a (10kV power introduction scheme in accordance with class a standard of gb50174-2017 data center design code), Party A shall bear 1% of the total investment subscribed by all shareholders of the joint venture company for each overdue day; If it is overdue for more than 30 days, it will be deemed that the cooperation between the two parties has failed. Party A has the right to require Party B to repurchase all the equity of the joint venture directly or indirectly held by Party A within 15 working days after Party A sends a repurchase notice to Party B.
Repurchase situation 5
Within 20 years after the completion of Wenchang Aerospace Supercomputing Center and reaching the external sales standards / conditions jointly confirmed by Party A and Party B, Party B shall ensure that the approval procedures / certificates held by the joint venture or the project land / real estate can continue to be legally used by the joint venture. Otherwise, Party B shall compensate for the losses caused to the joint venture or Party A, resulting in the inability of the joint venture to operate normally, Party A has the right to require Party B to repurchase all the equity of the joint venture directly or indirectly held by Party A within 15 working days after Party A sends a repurchase notice to Party B.
Repurchase situation 6
Party B shall ensure that the land and property leased to the joint venture company are sufficient to support the construction of phase I and phase II of Wenchang Aerospace Supercomputing Center agreed in this agreement, and will not be enforced due to the security interest liabilities or terminate the lease relationship for Party B's own reasons during the existence of the joint venture company, so as not to affect the normal operation of the joint venture company. If the lease relationship is not established or terminated due to the above reasons, Party A has the right to require Party B to repurchase all the equity of the joint venture directly or indirectly held by Party A within 15 working days after Party A sends a repurchase notice to Party B.
