Securities code: 688388 securities abbreviation: Guangdong Jiayuan Technology Co.Ltd(688388) Announcement No.: 2022-011 convertible bond Code: 118000 convertible bond abbreviation: Jiayuan convertible bond
Guangdong Jiayuan Technology Co.Ltd(688388)
Announcement on foreign investment and establishment of wholly-owned subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law. Important content tips:
Name of the proposed wholly-owned subsidiary: Guangdong Jiayuan Supply Chain Management Co., Ltd. (tentative name, subject to the name approved by the local market supervision and Administration Bureau)
Registered capital: 100 million yuan
Source of funds for the establishment of wholly-owned subsidiaries: self owned funds
As of the date of disclosure of this announcement, the wholly-owned subsidiary has not been established. The name, registered address, business scope and other information of the wholly-owned subsidiary need to be finally approved by the local market supervision and Administration Bureau.
Risk warning: this foreign investment and the establishment of a wholly-owned subsidiary still need the approval of the local market supervision and Administration Bureau and other relevant examination and approval authorities. There are uncertainties in whether it can pass the relevant approval and the time of final approval. After the establishment of a wholly-owned subsidiary, the future operation and management process may be affected by uncertain factors such as macroeconomic and industrial policy changes and market competition, and there are certain market risks, operation risks and management risks.
Guangdong Jiayuan Technology Co.Ltd(688388) (hereinafter referred to as “the company”) held the 26th meeting of the Fourth Board of directors on February 8, 2022, deliberated and adopted the proposal on foreign investment and establishment of wholly-owned subsidiaries. The relevant matters are hereby announced as follows:
1、 Overview of this foreign investment and establishment of wholly-owned subsidiaries
(I) basic information
The company plans to invest 100 million yuan to establish a wholly-owned subsidiary in Meizhou comprehensive free trade zone, aiming to make full use of the policies of Meizhou comprehensive free trade zone, strengthen international economic cooperation and technical exchange, and enhance the company’s popularity in the copper foil industry; At the same time, improve the ability to explore the international market, better grasp the trend and demand characteristics of the international market, create a fully functional import and export platform for copper foil products and their required raw and auxiliary materials, cultivate new profit growth points, improve market competitiveness, and lay a solid foundation for the long-term development of the company.
(II) decision making and approval procedures
This foreign investment and the establishment of a wholly-owned subsidiary has been deliberated and approved at the 26th meeting of the Fourth Board of directors of the company. This matter does not need to be submitted to the general meeting of shareholders for deliberation and approval.
(III) this foreign investment and the establishment of a wholly-owned subsidiary does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies and the special provisions on major asset reorganization of listed companies on the science and innovation board.
2、 Basic information of the proposed wholly-owned subsidiary
1. Name of the proposed subsidiary: Guangdong Jiayuan Supply Chain Management Co., Ltd. (tentative name, subject to the name approved by the local market supervision and Administration Bureau)
2. Registered address: Meizhou comprehensive free trade zone
3. Registered capital: 100 million yuan
4. Business scope: import and export of copper foil and its raw and auxiliary materials, copper foil industrial equipment, metal surface treatment materials, copper foil additives, copper clad laminate or circuit board equipment (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
5. Company type: other limited liability companies
6. Ownership structure: Guangdong Jiayuan Technology Co.Ltd(688388) holding 100%.
7. Source of funds: self owned funds
The above information shall be subject to the registration and filing approved by the local market supervision and Administration Bureau.
3、 The impact of this foreign investment and the establishment of a wholly-owned subsidiary on the company
This foreign investment and the establishment of a wholly-owned subsidiary is a prudent decision made by the company to achieve the company’s strategic objectives and based on long-term interests. The company’s establishment of a wholly-owned subsidiary in Meizhou comprehensive bonded zone aims to make full use of the policies of Meizhou Comprehensive Bonded Zone, strengthen international economic cooperation and technical exchanges, and enhance the company’s popularity in the copper foil industry; At the same time, improve the ability to explore the international market, better grasp the trend and demand characteristics of the international market, create a fully functional import and export platform for copper foil products and their required raw and auxiliary materials, cultivate new profit growth points, improve market competitiveness, and lay a solid foundation for the long-term development of the company.
This foreign investment and the establishment of a wholly-owned subsidiary will not have a significant impact on the company’s financial situation and operating results in the short term, and will have uncertainty on the company’s long-term income. This foreign investment and the establishment of a wholly-owned subsidiary does not harm the interests of the company and its shareholders, especially small and medium-sized shareholders.
4、 Risk analysis of foreign investment
The foreign investment and the establishment of a wholly-owned subsidiary still need the approval of the local market supervision and Administration Bureau and other relevant examination and approval authorities. There is a risk of uncertainty whether it can pass the relevant approval and the time of final approval. In addition, after the establishment of the subsidiary, the future operation and management process may be affected by uncertain factors such as macroeconomic and industrial policy changes and market competition, and there are certain market risks, operation risks and management risks. The company will pay close attention to the establishment and subsequent progress of subsidiaries, actively prevent and respond to various risks that may be faced in the development of subsidiaries, and timely perform the obligation of information disclosure in strict accordance with the requirements of relevant laws, regulations and normative documents. Please invest rationally and pay attention to investment risks.
It is hereby announced.
Guangdong Jiayuan Technology Co.Ltd(688388) board of directors February 9, 2022
