Securities code: 300868 securities abbreviation: Shenzhen Jame Technology Corp.Ltd(300868) Announcement No.: 2022-016 Shenzhen Jame Technology Corp.Ltd(300868)
Announcement on foreign investment and establishment of joint venture 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.
Shenzhen Jame Technology Corp.Ltd(300868) (hereinafter referred to as " Shenzhen Jame Technology Corp.Ltd(300868) " or "the company") held the 14th meeting of the third board of directors on February 10, 2022, deliberated and adopted the proposal on foreign investment and establishment of joint venture subsidiaries, It is agreed that the company and Shenzhen taikesheng Technology Co., Ltd. (hereinafter referred to as "taikesheng") cooperate to establish Shenzhen jiemeisheng Technology Co., Ltd. (the final name shall be subject to the actual approval of the industrial and commercial administration department, hereinafter referred to as "jiemeisheng"). The registered capital of jiemeisheng is 10 million yuan, of which Shenzhen Jame Technology Corp.Ltd(300868) subscribed 5.1 million yuan, with a shareholding ratio of 51.00%; Tyco Sheng subscribed 4.9 million yuan, with a shareholding ratio of 49.00%. The details are hereby announced as follows:
1、 Overview of foreign investment
(I) basic information
In order to meet the needs of business expansion and strategic development, the company plans to cooperate with Shenzhen taikesheng Technology Co., Ltd. (hereinafter referred to as "taikesheng") to establish Shenzhen jiemeisheng Technology Co., Ltd. (the final name is subject to the actual approval of the industrial and commercial administration department, hereinafter referred to as "jiemeisheng"). The registered capital of jiemeisheng is 10 million yuan, of which Shenzhen Jame Technology Corp.Ltd(300868) subscribed 5.1 million yuan, with a shareholding ratio of 51.00%; Tyco Sheng subscribed 4.9 million yuan, with a shareholding ratio of 49.00%.
(II) review
Within the scope of the approval authority of the board of directors of the company, this foreign investment has been deliberated and approved at the 14th meeting of the third board of directors and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
(III) related party transactions
According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, this foreign investment does not constitute a related party transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of partners
Company name: Shenzhen taikesheng Technology Co., Ltd
Registered address: No. 4, zone a, Shijia Community Economic Development Corporation, Matian street, Guangming District, Shenzhen
Registered capital: 5 million yuan
Unified social credit Code: 91440300757631779c
Enterprise type: limited liability company
Legal representative: Zhou Guangbo
Date of establishment: January 8, 2004
Main business scope: general business items are: technical development and sales of automation equipment, packaging products, non-woven bags, luggage, clothing, electronic products, electronic craft gifts, computer software and hardware and peripheral equipment, and communication products; R & D, design and sales of intelligent system and underwear (cloth and silica gel); Sales of electronic components; China's trade, import and export of goods and technology. (except for the items prohibited by laws, administrative regulations or decisions of the State Council and requiring approval before registration), the licensed business items are: the production and processing of automation equipment, packaging products, non-woven bags, luggage, clothing, electronic products, electronic craft gifts, computer software and hardware, peripheral equipment and communication products.
Shareholders and shareholding ratio: shareholder 1: Zhou Guangbo, holding 90%; Shareholder 2: Zhou Guangxin, holding 10%. The financial data of recent three years are as follows:
Unit: Yuan
Project 2019 2020 2021
Total assets 103273137.10 115918752.64 130163966.62
Liabilities 44822758.36 43750867.76 44476000.62
Owner's equity 58450378.74 72167884.88 85687965.70
Operating income 178526354.85 230145896.56 258364952.37
Net profit 21855420.20 28717506.51 28520080.82
3、 Basic information of the proposed joint venture
Company name: Shenzhen jiemeisheng Technology Co., Ltd
Registered address: Shenzhen
Registered capital: 10 million yuan
Legal representative: Zhang Yuhui
Main business scope: the business scope includes R & D, production and marketing of plastic products, electronic products, communication products, intelligent electronic products, mobile intelligent terminal protective cases, mobile phone accessories, leather products, hardware products and molds; Import and export of goods and technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Name of shareholder subscribed capital contribution (10000 yuan) shareholding ratio
Shenzhen Jame Technology Corp.Ltd(300868) 510.00 51.00%
Shenzhen taikesheng Technology Co., Ltd. 490.00 49.00%
(the above basic information shall be subject to the industrial and commercial registration)
4、 Main contents of cooperative operation contract
(I) both parties
Party A: Shenzhen Jame Technology Corp.Ltd(300868)
Party B: Shenzhen taikesheng Technology Co., Ltd
(II) registered capital and payment
The registered capital of the company is 10 million yuan. The subscribed capital contribution of Party A is 5.1 million yuan, accounting for 51% of the registered capital of the company; The subscribed capital contribution of Party B is 4.9 million yuan, accounting for 49% of the registered capital of the company.
Party A contributes in currency. Party B shall make capital contribution in currency.
The equity structure is shown in the table below:
Name of partner contribution method subscribed capital contribution (10000 yuan) shareholding ratio
Shenzhen Shenzhen Jame Technology Corp.Ltd(300868) technology stock
Monetary contribution 510.00 51%
Shenzhen taikesheng Technology Co., Ltd
Monetary contribution 490.00 49%
Limited company
(III) corporate governance structure
1. Shareholders' meeting
(1) The shareholders' meeting, composed of all shareholders, is the highest authority of the company and is convened in accordance with the procedures specified in the articles of association.
(2) The functions and powers of the shareholders' meeting shall be exercised in accordance with the provisions of the company law, and those not provided for in the company law shall be exercised in accordance with the provisions of the articles of association.
2. Executive director
(2) The executive director shall be responsible to the shareholders' meeting, and his functions and powers shall be exercised in accordance with the provisions of the company law. If there is no provision in the company law, he shall be exercised in accordance with the provisions of the articles of association.
3. Management organization and manager of the company
(1) The company has a general manager nominated by Party A, who can be held by the executive director. His functions and powers shall be exercised in accordance with the provisions of the company law. If there is no provision in the company law, he shall be exercised in accordance with the provisions of the articles of association. (2) The company has one chief financial officer appointed by Party A. The chief financial officer is the financial director of the company. 4. Supervisor
The company shall set up one supervisor, who shall be nominated by Party A. The functions and powers of the supervisor shall be exercised in accordance with the relevant provisions of the company law. If there are no provisions in the company law, they shall be exercised in accordance with the provisions of the articles of association.
5. Legal representative
The legal representative of the company shall be the general manager.
(IV) rights and obligations of both parties
Common rights: jointly decide the preparation matters during the preparation period of the company; Have the right to put forward modification opinions when the conditions agreed in the contract change; When one party breaches the contract or causes losses, it is entitled to compensation or compensation; After the company is established according to law, it shall enjoy other rights that investors should enjoy in accordance with relevant laws and regulations of the people's Republic of China and the articles of Association;
Joint obligations: engage in the establishment of the company in accordance with the relevant laws and regulations of the state, and neither party shall engage in illegal activities in the name of establishing the company; Pay the capital contribution in the prescribed time and manner; Bear the expenses and debts incurred when the company cannot be established in the agreed manner; Compensate or compensate the observant party if it fails to perform its capital contribution obligations within the agreed time limit and amount; All documents and certificates required for the application and registration of the company shall be provided in time to provide various services and convenience for the establishment of the company.
(V) dispute resolution
Any dispute arising from this contract shall be settled by both parties through negotiation. If the negotiation fails, it shall be submitted to Shenzhen International Arbitration Court for arbitration in Shenzhen in accordance with the arbitration rules in force at the time of applying for arbitration. The arbitration award is final and binding on both parties.
5、 The purpose, risks and impact of the establishment of the joint venture subsidiary on the company
(I) investment purpose
The capital source of this investment is its own capital. This time, it has established a joint venture with Shenzhen taikesheng Technology Co., Ltd., which can enable the company to further expand its business, reach a higher level in the field of production and manufacturing, and promote the development of the company
(II) investment risk
Before the establishment of the joint venture company, it needs to be reviewed or filed by the local administrative department, which has a certain approval risk; After the establishment of the joint venture, it may face macroeconomic, market environment, policy adjustment, internal management and other risk factors. In the future, the company will pay close attention to relevant risk changes and strengthen internal management to actively prevent and respond to risks. (III) impact on the company
The establishment of the joint venture is a decision made in combination with the company's long-term development strategy, which is conducive to promoting bilateral strategic cooperation, enabling the high-quality development of the company's business, realizing mutual benefit and win-win results, without affecting the normal development of the company's main business and damaging the interests of the company and all shareholders. From the long-term development of the company's business, the establishment of the joint venture will have a positive impact on the performance improvement of the company.
6、 Opinions of independent directors
After review, we believe that the company's foreign investment to establish a joint venture subsidiary meets the needs of the company's operation and strategic development, can further promote the coordinated development of upstream and downstream businesses, and help the company to a higher level in the field of production and manufacturing. The use of the company's own funds in this investment will not affect the company's normal production and operation activities, will not have a significant adverse impact on the company's financial and operating conditions, and will not damage the interests of the company and all shareholders.
Therefore, we unanimously agree to the implementation of the proposal on foreign investment and establishment of joint venture subsidiaries.
7、 Other
Risks and opportunities coexist in the company's foreign investment. The company will strengthen management, actively prevent risks, and timely perform the obligation of information disclosure in strict accordance with relevant regulations and follow-up progress. Please invest rationally and pay attention to investment risks.
8、 Directory of documents for future reference
1. Shenzhen Jame Technology Corp.Ltd(300868) resolution of the 14th meeting of the third board of directors;
2. Shenzhen Jame Technology Corp.Ltd(300868) independent directors' independent opinions on relevant matters of the 14th meeting of the third board of directors;
3. Cooperative operation contract.
It is hereby announced.
Shenzhen Jame Technology Corp.Ltd(300868) board of directors
February 10, 2022
