Human Resources International Securities Co., Ltd. {Announcement No.: 3006022}
Announcement on capital increase of wholly-owned subsidiaries and foreign investment in the establishment of wholly-owned 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.
Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as “the company” or “the company” Beijing Career International Co.Ltd(300662) ) held the seventh meeting of the third board of directors and the sixth meeting of the third board of supervisors on February 17, 2022, and deliberated and adopted the proposal on increasing capital of wholly-owned subsidiaries and the proposal on foreign investment to establish wholly-owned subsidiaries; The company plans to use its own capital of US $14.2 million (about 90.454 million yuan, which is finally subject to the exchange rate of foreign exchange purchase on the day of actual payment) to increase the capital of Beijing Career International Co.Ltd(300662) Human Resources Asia Pacific (Hong Kong) Limited, a wholly-owned subsidiary of the company (the English name is career international AP (Hong Kong) Limited, hereinafter referred to as “Hong Kong AP”);
The company plans to use its own capital of RMB 2 million to invest and establish a wholly-owned subsidiary Chifeng kezhirui Human Resources Service Co., Ltd. (tentative name, and the final name shall be subject to industrial and commercial registration).
The details are as follows:
1、 Overview of capital increase
Based on the development needs of globalization strategy, the company plans to use its own funds of US $14.2 million (about 90.454 million yuan, which is finally subject to the exchange rate of foreign exchange purchase on the day of actual payment) to increase the capital of Hong Kong AP, a wholly-owned subsidiary of the company, for its subsequent overseas business development and based on the company’s The subsequent share purchase arrangement in the terms of the shareholders agreement and its subsidiary documents (hereinafter referred to as the “shareholders agreement”) signed by Hong Kong AP and fulfill (2) Limited will acquire part of the equity of investigo limited, the holding subsidiary of the company, in accordance with the terms of the shareholders agreement. The aforesaid specific acquisition of a holding subsidiary will be determined by the company according to the terms of the shareholders’ agreement, the 2021 audit report of investigo limited and the subsequent asset evaluation. The company will perform the obligations of deliberation and information disclosure in accordance with the provisions of laws and regulations. After the capital increase, the registered capital of Hong Kong AP will increase from US $38.8 million to US $53 million, and the company holds 100% of its equity.
According to relevant regulations, this capital increase is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation and approval, nor does it need to be approved by other administrative departments. This capital increase does not constitute a related party transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of capital increase target
English Name: career internationalap (Hong Kong) Limited
Chinese name Beijing Career International Co.Ltd(300662) Human Resources Asia Pacific (Hong Kong) Co., Ltd
Date of establishment: November 25, 2013
Registered capital: USD 38.8 million
Address: room 2102, 21 / F, Weixin building, 19-27 wyndham street, central, Hong Kong
Business scope human resources services
The main business is high-end talent visiting business and flexible employment business
Equity structure Beijing Career International Co.Ltd(300662) holding 100%
Main financial indicators:
Unit: 10000 yuan
Project / accounting period: December 31, 2021
Total assets 70769.15
Total liabilities 32921.31
Total owner’s equity 37847.84
Project / accounting period January December 2021
Operating income 157056.12
Net profit 6528.45
Net cash flow from operating activities -2598.18
Note: the above data has not been audited
3、 Overview of foreign investment and establishment of wholly-owned subsidiaries
According to the needs of regional strategic planning, the company plans to use its own capital of RMB 2 million to invest and establish a wholly-owned subsidiary Chifeng kezhirui Human Resources Service Co., Ltd. (tentative name, and the final name shall be subject to industrial and commercial registration). The establishment of the new company mainly carries out training, human resources consulting business, recruitment, it development, technology transfer, software development, information technology services, application software services, examination and examination services, consulting services and other related businesses.
The capital of this foreign investment comes from its own funds, and the amount is within the scope of the deliberation authority of the board of directors, so it is not necessary to submit it to the general meeting of shareholders for deliberation. It does not constitute a connected transaction or a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
4、 Basic information of investment object
Enterprise name Chifeng kezhirui Human Resources Service Co., Ltd. (tentative name, and the final name shall be subject to industrial and commercial registration)
Registered capital: RMB 2 million
Registered address: hall 1, Mengdong cloud computing building, No. 8, auto repair and auto parts city street, Hongshan District, Chifeng City, Inner Mongolia Autonomous Region.
Training, human resources consulting business, recruitment, it development, technology transfer, software development, business scope, information technology services, application software services, examination and examination services, consulting services and other related types.
Equity structure Beijing Career International Co.Ltd(300662) holding 100%
5、 The purpose, existing risks and impact on the company of this capital increase and foreign investment to establish a wholly-owned subsidiary
1. This capital increase is based on the needs of the company’s global strategic development, which is convenient for Hong Kong AP to carry out subsequent overseas business and project acquisition, and is in line with the company’s global strategic development plan.
2. The new company invested and established this time mainly carries out training, human resources consulting business, recruitment, it development, technology transfer, software development, information technology services, application software services, examination and examination services, consulting services and other related businesses.
3. The capital increase and foreign investment to establish a wholly-owned subsidiary meet the needs of the company’s business and operation development, and are of positive significance to the development of the company. The capital source of this investment is self owned capital, which will not have a significant adverse impact on the company’s financial status and operating results, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. After the establishment of the above wholly-owned subsidiaries, they will be included in the scope of the company’s consolidated statements, and the scope of the company’s consolidated statements will be changed.
6、 Documents for future reference
1. Resolution of the 7th Meeting of the 3rd board of directors
It is hereby announced.
Board of directors of International Human Resources Co., Ltd. February 17, 2022
