Securities code: 300182 securities abbreviation: Beijing Jetsen Technology Co.Ltd(300182) Announcement No.: 2022-008 Beijing Jetsen Technology Co.Ltd(300182)
Announcement on the signing of major daily operation contracts by holding 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.
Special tips:
1. Effective conditions of the contract: the contract shall come into force after being signed and sealed by the authorized representatives of both parties.
2. Major risks and uncertainties of the contract: Although the contract has clearly agreed on the rights and obligations of all parties, liabilities for breach of contract and dispute resolution methods, there is a risk that the performance of the contract may be affected by unpredictable or force majeure factors such as industrial policies, China’s economy and market environment, which may lead to the failure to perform the contract on schedule or in full. Please invest rationally and pay attention to investment risks.
3. Impact of contract performance on the operating results of listed companies: the contract amount is RMB 1.8 billion, accounting for 56.54% of the company’s audited operating revenue in 2020. If the contract is successfully performed, it is expected to have a positive impact on the company’s future financial status and operating results. The confirmation of relevant financial data shall be subject to the audited financial report of the company.
1、 Contract signing
Xinjiang Huaxiu culture media Co., Ltd. (hereinafter referred to as “Xinjiang Huaxiu”) is a holding subsidiary of Jiecheng Huashi netju (Changzhou) culture media Co., Ltd., a holding subsidiary of Beijing Jetsen Technology Co.Ltd(300182) (hereinafter referred to as “the company”). Xinjiang Huaxiu recently signed a film and television program authorization contract (hereinafter referred to as “the contract”) with Shenzhen Tencent computer system Co., Ltd. (hereinafter referred to as “Tencent”), with a contract amount of 1800000000.00 yuan (in words: one billion eight hundred million yuan only) (tax included), accounting for 56.54% of the audited operating revenue in 2020, It has exceeded 50% of the company’s audited main business income in the latest fiscal year. According to relevant laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, the daily operation contract signed by Xinjiang Huaxiu and Tencent is large, which may have a significant impact on the company’s operating results. The details are hereby announced as follows:
2、 Introduction to counterparty
(I) basic information
Company name: Shenzhen Tencent computer system Co., Ltd
Unified social credit Code: 91440300708461136t
Date of establishment: November 11, 1998
Registered capital: 65 million yuan
Legal representative: Ma Huateng
Registered address: 35 / F, Tencent building, Keji Zhongyi Road, Maling community, Yuehai street, Nanshan District, Shenzhen
Business scope: design, technical development and sales of computer software and hardware (excluding franchised, specially controlled, franchised commodities and restricted items); Database and computer network services; China’s commercial and material supply and marketing industry (excluding franchised, specially controlled and franchised commodities); Engage in advertising business (if the approval level of advertising business is required by laws and administrative regulations, it can be operated only after approval and registration are handled separately); Import and export of goods and technology; Ticket agent., The licensed business items are: China Internet virtual private network business in the first category of value-added telecommunications services; In the second category of value-added telecommunications services, China multi-party communication services, China call center services and information services; Online game publishing and operation; Internet news information reprint service; Sales of prepackaged food (excluding refrigerated and frozen food); Use the information network to operate music and entertainment products, game products (including the issuance of online game virtual currency), works of art, performance drama (Festival) items, animation products and performances, and engage in the exhibition and competition activities of online cultural products; Internet audio-visual program service; Production, reproduction and distribution of TV dramas, cartoons (production must be reported separately), special topics, columns (excluding current political news), and variety shows; Publication retail.
(II) relationship
According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the company and its holding subsidiary Xinjiang Huaxiu and its related affiliated companies have no affiliated relationship with Tencent and its affiliated companies, and the transactions involved do not constitute affiliated transactions.
(III) transaction amount with the company in the last three fiscal years
Unit: 10000 yuan
Year 2021 2020 2019
Operating income 45014.71 37233.21 72899.70
Accounting for 15% 25% of total operating revenue
Note: the above transaction amounts are tax inclusive
(IV) performance capability analysis
The authorized party is a well-known enterprise Shenzhen Tencent computer system Co., Ltd. as of the disclosure date of this announcement, the authorized party is in normal operation, not a dishonest executee, in good financial condition and has strong performance ability.
3、 Main contents of the contract
Party A: Xinjiang Huaxiu culture media Co., Ltd
Party B: Shenzhen Tencent computer system Co., Ltd
1. Film and television programs
The total number of “golden age” and other film and television programs authorized by Party A to Party B to enjoy the rights of this contract shall not be less than 6332, and the right of information network communication within the scope agreed in the contract.
2. Authorization period
Authorization start time: if the film has been launched on Party B and its associated platforms, and the contract start date is still within the authorization period granted by Party A to Party B, the termination date of the previous round of authorization is the authorization start time of this cooperation; In other cases, the actual launch date of the film is the starting time of authorization.
Termination time of authorization: calculated from the starting time of authorization, the existing remaining period of film and television programs obtained by Party A or its affiliated companies from its upstream shall not be less than 6 years if it meets 6 years; If it is less than 6 years, the termination time of Party A’s actual acquisition period shall prevail.
3. Scope of authorization
Within the mainland of the people’s Republic of China (only for the purpose of this contract, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region).
4. Authorization fee
Party B shall pay Party A a a total authorization fee of RMB 1800000000.00 (in words: RMB 1.8 billion only). The contract amount refers to the amount including tax.
5. Liability for breach of contract and dispute resolution
All parties to the contract shall perform the contract in accordance with the contract. If one party (the defaulting party) violates the provisions of this contract, the observant party has the right to require the defaulting party to correct it immediately, and may require the defaulting party to bear corresponding liabilities for breach of contract in accordance with the provisions of this contract.
6. Application of law and dispute resolution
Disputes arising from the performance of this contract shall be settled by both parties through negotiation; If the negotiation fails, it shall be submitted to the people’s court with jurisdiction in Nanshan District, Shenzhen, where the contract is signed.
7. Other
The company and its holding subsidiary Jiecheng Huashi Wangju (Changzhou) culture media Co., Ltd. did not directly sign a contract with Party B, but assumed the guarantee liability for Party A for the performance of the obligations under the contract.
This contract shall come into force from the date of sealing by both parties.
4、 Impact of contract on the company
1. The total amount of the contract signed this time is 1800000000 yuan, accounting for 56.54% of the company’s operating revenue in 2020. If the contract is successfully implemented, it is expected to have a positive impact on the company’s operating results in 2022. The specific amount and time of influence will depend on the specific situation of contract performance.
2. The signing of this contract is that the company and Tencent further deepened the cooperative relationship between the two sides on the basis of the original good cooperation, expanded the good market influence for the company and improved the profitability of the company.
3. The signing of this contract is the daily business behavior of the company. The performance of this contract will not affect the business independence of the company, and the main business of the company will not rely on the parties due to the performance of the contract.
5、 Risk tips
Although the contract has made clear provisions on the rights and obligations of all parties, liabilities for breach of contract and dispute resolution methods, there are risks affected by unpredictable or force majeure factors such as industrial policies, China’s economy and market environment, which may lead to the failure to perform the contract on schedule or in full. Please invest rationally and pay attention to investment risks.
6、 Contract review procedure
The contract disclosed this time is the daily operation contract of the company. The signing of the contract has fulfilled the corresponding approval procedures in accordance with the internal regulations of the company. According to the provisions of relevant laws, regulations and normative documents such as the Listing Rules of gem shares of Shenzhen Stock Exchange, the articles of Association, there is no need to submit it to the board of directors and the general meeting of shareholders for deliberation and approval, and there is no need for independent directors to express their opinions.
7、 Other relevant instructions
The company will strictly follow the Listing Rules of Shenzhen Stock Exchange gem and the progress of Shenzhen Stock Exchange, and disclose the performance of major contracts in regular reports.
8、 Documents for future reference
1. Film and television program authorization contract
It is hereby announced.
Beijing Jetsen Technology Co.Ltd(300182) board of directors
February 13, 2022
