Securities code: 002456 securities abbreviation: Ofilm Group Co.Ltd(002456) Announcement No.: 2022-016 Ofilm Group Co.Ltd(002456)
Announcement on capital increase of 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 this capital increase
1. The fourth (Interim) meeting of the 5th board of directors held on February 11, 2022 deliberated and adopted the proposal on capital increase of subsidiaries. 9 directors participated in the voting of the proposal, and the deliberation results were 9 in favor, 0 against and 0 abstention. The company plans to increase its wholly-owned subsidiary Jiangxi Jingchao optics Co., Ltd. (hereinafter referred to as “Jiangxi Jingchao”) by 90 million yuan in cash, with its own funds as the source of funds.
2. The company increased the capital of its wholly-owned subsidiary by 900 million yuan, accounting for about 10.00% of the audited net assets of the company in the latest year. The cumulative amount of foreign investment of the company and its holding subsidiaries within 12 consecutive months will reach 10% of the audited net assets of the company in the latest year.
According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant laws and regulations, the capital increase meets the relevant information disclosure standards and needs to be submitted to the board of directors for deliberation, but does not need to be submitted to the general meeting of shareholders for approval. This transaction does not involve related party transactions, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Introduction to capital increase subject
Company name: Ofilm Group Co.Ltd(002456)
Date of establishment: March 12, 2001;
Legal representative: Cai Rongjun;
Enterprise type: joint stock limited company (Sino foreign joint venture, listed);
Registered capital: 3262263437 yuan;
Registered address: floor 1-5, building 2, No. 3, Fenggui Road, Dongkeng community, Fenghuang street, Guangming District, Shenzhen;
Unified social credit Code: 914403007261824992;
Business scope: develop, produce and operate optoelectronic devices, optical parts and system equipment, optical networks, optical communication parts and system equipment, special electronic equipment and instruments, and provide relevant system integration, technology development and technical consulting services; R & D, sales and technical services of new electronic components, optoelectronic components, new display devices and their key components. (the above projects do not involve the implementation of special access management measures stipulated by the state); The operation of Ofilm Group Co.Ltd(002456) is normal and is not a dishonest person.
Financial data:
September 30, 2021 December 31, 2020
(Unaudited) (audited)
Total assets (10000 yuan) 2868186.91 3422706.23
Net assets (10000 yuan) 1265019.29 899755.55
Current liabilities (10000 yuan) 1220380.83 1644085.93
Non current liabilities (10000 yuan) 382786.79 878864.75
The first three quarters of 2021 and the year 2020
(Unaudited) (audited)
Operating income (10000 yuan) 1719816.92 4834970.10
Net profit (10000 yuan) -371.94 -185368.33
3、 Basic information of the subject company of capital increase
1. Basic information of capital increase target
Company name: Jiangxi Jingchao optics Co., Ltd;
Date of establishment: December 12, 2017;
Legal representative: Zhao Wei;
Enterprise type: limited liability company (invested or controlled by natural person);
Registered capital: 100 million yuan;
Registered address: No. 699, Tianxiang North Avenue, Nanchang high tech Industrial Development Zone, Nanchang City, Jiangxi Province;
Unified social credit Code: 91360106ma36yrw43t;
Business scope: production, R & D and sales of optical lenses and their accessories; Self operated or acting as an agent for the import and export of various commodities and technologies. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). 2. Financial data
September 30, 2021 December 31, 2020
(Unaudited) (audited)
Total assets (10000 yuan) 13016170 102014.23
Net assets (10000 yuan) 21296.02 16597.96
September 30, 2021 December 31, 2020
(Unaudited) (audited)
Current liabilities (10000 yuan) 99192.86 61081.47
Non current liabilities (10000 yuan) 967281 24334.80
The first three quarters of 2021 and the year 2020
(Unaudited) (audited)
Operating income (10000 yuan) 52734.81 61379.72
Net profit (10000 yuan) 4698.06 7308.70
3. Capital increase plan
The company plans to increase the capital of Jiangxi Jingchao by 90 million yuan in the form of cash contribution, and the registered capital of Jiangxi Jingchao will increase from 100 million yuan to 100 million yuan.
Before and after this capital increase, the equity structure of Jiangxi Jingchao is as follows:
Before and after capital increase
Shareholder name shareholding ratio contribution amount (10000 yuan) shareholding ratio contribution amount (10000 yuan)
Ofilm Group Co.Ltd(002456) 7,000.00 70.00% 97,000.00 97.00%
Shenzhen Oufei Innovation Technology Co., Ltd. 3000.00 30.00% 3000.00 3.00%
Total 10000.00 100.00% 100000.00 100%
The above information shall be subject to the registration approved by the administrative department for Industry and Commerce after the change.
4. Source of funds: the company’s own funds.
5. Jiangxi Jingchao’s operation is normal, has good performance ability, and is not a dishonest executee.
4、 Purpose of this capital increase, impact on the company and existing risks
1. Purpose and impact of capital increase
In June 2021, the company issued the strategic plan for the next five years (2021-2025), which defined the strategic objectives, development ideas and safeguard measures for the next five years. The development is still in an important period of strategic opportunities. Focus on the company’s internal R & D, innovation driven, and continuous improvement of the company’s core business structure and the allocation of additional resources, so as to improve the company’s overall profitability and increase its added value by focusing on the “core R & D and innovation” of the company.
The purpose of this capital increase is to further strengthen the company’s layout in the field of smartphone lens, improve the business architecture system of smartphone sector, and continuously improve the company’s comprehensive competitiveness and market position in the industry.
2. Impact on the company
The capital increase is in line with the actual business needs of the company and does not harm the interests of shareholders, which is conducive to
Improve the efficiency of capital use, improve the overall operation efficiency and profitability of the company, and promote the long-term development of the company,
It will not have an adverse impact on the company’s financial and operating conditions.
3. Existing risks
After this capital increase, it may face uncertainties in operation risk, management risk, policy risk and other aspects
Plain. The company will strengthen the management and risk control of its subsidiaries to continuously adapt to business requirements and market changes,
Actively prevent and respond to the above risks. The company will pay close attention to the relevant progress of follow-up matters and fulfill the information in a timely manner
Disclosure obligations. Please pay attention to investment risks.
5、 Independent opinions of independent directors
After review, we believe that the capital increase to the subsidiary complies with the company law, the securities law and the Shenzhen Stock Exchange Law
The board of directors will vote on the proposal in accordance with the relevant provisions of laws and regulations such as the stock listing rules of the stock exchange
It has fulfilled the necessary review procedures, complied with the provisions of relevant laws, regulations and normative documents, and does not exist
Damage to the interests of shareholders, especially the majority of minority shareholders. We agree to the capital increase to the subsidiary.
6、 Foreign investment in 12 consecutive months before this capital increase
Contribution amount (10000 yuan) general manager office meeting
Serial No. investment subject investment contribution method shareholding ratio before investment shareholding ratio after investment (yuan) date of resolution
Shanghai Oufei Intelligent Vehicle Technology Co., Ltd. Nanjing Tianqing Automotive Electronics Co., Ltd
1 14000.00 monetary contribution 2021 / 12 / 17 58.00% 94.75% company division
Shanghai Oufei Intelligent Vehicle Technology Co., Ltd. Shanghai East China Automotive Information Technology Co., Ltd
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