Securities code: 688083 securities abbreviation: Zwsoft Co.Ltd(Guangzhou)(688083) Announcement No.: 2022-002 Zwsoft Co.Ltd(Guangzhou)(688083)
Announcement of foreign investment in the establishment of joint ventures
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 investment object: Guangzhou Zhongwang Construction Technology Co., Ltd. (the final name shall be subject to the name approved by the company registration department, hereinafter referred to as the “joint venture”).
Investment amount: Zwsoft Co.Ltd(Guangzhou)(688083) (hereinafter referred to as ” Zwsoft Co.Ltd(Guangzhou)(688083) ” or “the company”) intends to establish a joint venture with Shenzhen Capol International&Associatesco.Ltd(002949) (hereinafter referred to as ” Shenzhen Capol International&Associatesco.Ltd(002949) “). The registered capital of the joint venture is 50 million yuan, of which Zwsoft Co.Ltd(Guangzhou)(688083) plans to use its own funds to contribute 35 million yuan, accounting for 70% of the total registered capital.
Relevant risk tips: as of the date of disclosure of this announcement, the joint venture has not been established, and the establishment of the joint venture needs to be reviewed or filed by the local administrative department. The company and other parties jointly contribute to the establishment of the company, which may be affected by industrial policy changes, market environment, operation management and other factors in the future, and the investment income of the company is uncertain. The company will further strengthen the post investment work, continue to pay attention to the operation status and management results of the joint venture, and actively prevent, respond to and control the above risks.
1、 Overview of foreign investment
(I) basic information of foreign investment
Zwsoft Co.Ltd(Guangzhou)(688083) and Shenzhen Capol International&Associatesco.Ltd(002949) signed the joint venture agreement on the establishment of a joint venture on February 17, 2022. They intend to jointly contribute to the establishment of a joint venture to carry out the business of “domestic BIM (building information model) product R & D and software sales”. The total capital contribution of the joint venture is RMB 9.49 million, accounting for {800.29 million} of the total registered capital of the joint venture, accounting for {800.29 million} of the total registered capital, accounting for {800.29 million} of the registered capital.
(II) decision making and approval procedures for foreign investment
According to the provisions of the articles of association of Zwsoft Co.Ltd(Guangzhou)(688083) and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, this Zwsoft Co.Ltd(Guangzhou)(688083) foreign investment to establish a joint venture company has been deliberated and approved by the general manager’s office of the company and does not need to be submitted to the board of directors for deliberation.
(III) this investment 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 subject of the investment agreement
(I) basic information of Shenzhen Capol International&Associatesco.Ltd(002949)
Company name Shenzhen Capol International&Associatesco.Ltd(002949)
Company type: limited liability company (Stock Code: 002949)
Legal representative: Tang Chongwu
The registered capital is 196.03 million yuan
Date of establishment: August 9, 1993
Address: 2618, building 2, Huilong business center, Beizhan community, Minzhi street, Longhua District, Shenzhen
Engineering design and consultation; Engineering supervision; Project management; General contracting business scope and procurement and sales of required equipment and materials; Setting up industry (specific projects will be reported separately); Operate import and export business.
Project 2020
Total assets of the latest fiscal year: 275346.48
Main financial data (RMB net assets 144619.92)
(10000 yuan) operating income 189409.38
Net profit 19119.57
Statement on whether the counterparty is dishonest or not, whether there is property right, business between the counterparty and the listed company, and no other relationship with the company in terms of property right, business, assets, creditor’s rights and debts, human assets, creditor’s rights and debts, personnel, etc
3、 Basic information of investment object
Company name: Guangzhou Zhongwang Construction Technology Co., Ltd
Business scope: software development; Business training (excluding education training and vocational skill training)
Training requiring permission); Educational consulting services (excluding licensing)
Approved education and training activities); Information technology consulting services; Technical services
Technology development, technology consultation, technology exchange, technology transfer and technology promotion
Wide; Retail of computer software, hardware and auxiliary equipment; Software sales; goods
Import and export; Technology import and export (finally approved by China’s industrial and commercial registration authority)
The business scope of the company shall prevail).
Registered address: Guangzhou, Guangdong
The registered capital is 50 million yuan
Contribution method and currency
4、 Main contents of foreign investment contract
1. Contribution payment
All shareholders jointly contribute to the establishment of the joint venture in the form of currency, with a registered capital of 50 million yuan. After the establishment of the joint venture, the subscribed capital contribution of each shareholder in the registered capital and the shareholding ratio in the company are as follows:
Subscribed capital contribution
Name of shareholder (RMB 10000) shareholding ratio
Zwsoft Co.Ltd(Guangzhou)(688083) 3,500 70%
Shenzhen Capol International&Associatesco.Ltd(002949) 1,500 30%
Total 5000 100%
The subscribed capital contribution of each shareholder shall be fully paid before April 30, 2022 and shall be specified in the articles of association of the joint venture company.
2. Business operation
After the establishment of the joint venture, its main business is BIM (building information model) software R & D and sales. 3. Corporate governance
The highest decision-making body of the joint venture is the shareholders’ meeting, under which there is a board of directors and no board of supervisors.
The joint venture has a board of directors with three members. Two candidates are nominated by Zwsoft Co.Ltd(Guangzhou)(688083) and one by Shenzhen Capol International&Associatesco.Ltd(002949) . There is one chairman of the board of directors, who is nominated by Zwsoft Co.Ltd(Guangzhou)(688083) as a candidate and elected by more than half of the board of directors. The chairman is the legal representative of the joint venture.
The joint venture does not have a board of supervisors, but has one supervisor, who is appointed by Zwsoft Co.Ltd(Guangzhou)(688083) .
The joint venture shall set up a management team. The general manager, each deputy general manager and the person in charge of finance are listed as “senior managers” of the joint venture. The management team of the joint venture shall be led by the general manager. The establishment of management organizations below senior managers shall be decided by the board of directors.
4. Liability for breach of contract
After the signing of this agreement, if the joint venture is not successfully established due to one party’s reasons (such as failure to provide relevant establishment documents, etc.), that party shall bear all expenses incurred in the establishment of the joint venture. If losses are caused to the other party, it shall also bear the losses caused thereby.
If either party fails to perform its obligations under this agreement or the provisions of this agreement not due to force majeure, or seriously violates the provisions of this agreement, resulting in the inability of the joint venture to continue its business or achieve the business purpose specified in this agreement, it shall be deemed as a breach of contract. In addition to the right to claim against the breaching party, the observant party shall also have the right to terminate this agreement in accordance with the provisions of this agreement. If both parties still agree to continue operation, the breaching party shall compensate the economic losses of the joint venture.
The waiver of one or more breaches by either party shall not deprive the Party of the right to terminate this Agreement and / or claim damages for any subsequent breach.
If one party fails to pay the capital contribution in full and on time, the defaulting party shall also pay the non defaulting party the liquidated damages calculated according to the loan market quotation rate (LPR) published by the national interbank lending center for the same period and the loan interest rate published by the people’s Bank of China for the same period after 30 days from the agreed date of capital contribution until the actual payment is completed. 5. Dispute resolution
In case of any dispute arising from the execution of or in connection with this agreement, either party has the right to submit the dispute to the Arbitration Commission in the place where the joint venture is registered for arbitration. The language of arbitration shall be Chinese. The arbitration award shall be final and binding on both parties.
5、 Impact of foreign investment on the company
The joint venture is established to jointly carry out BIM (building information model) software R & D and sales business by relying on Zwsoft Co.Ltd(Guangzhou)(688083) ‘s advantages in the field of industrial software R & D and Shenzhen Capol International&Associatesco.Ltd(002949) ‘s rich experience in application scenarios and application software R & D in the architectural design industry.
In this cooperation, the two companies will give full play to their respective advantages and empower each other, which is conducive to improving the company’s R & D capacity, accelerating the commercialization process of the company’s BIM application software, and improving the company’s market competitiveness. This foreign investment is an important measure for the company to further improve and enhance the industrial development layout, which meets the requirements of the company’s overall development strategy and plays a certain role in promoting the company’s business layout and industrial synergy.
This foreign investment project is invested with its own funds. It is an investment decision made on the premise of ensuring the normal development of its main business. It will not cause capital pressure on the development of existing business, affect the normal operation of production and operation activities, and do not damage the interests of listed companies and all shareholders.
6、 Risk analysis of foreign investment
The establishment of the joint venture company needs to be reviewed or filed by the local administrative department. The company and other parties jointly funded the establishment of the company, which may be affected by industrial policy changes, market environment, operation management and other factors in the future, and the investment income of the company is uncertain. The company will further strengthen the post investment work, continue to pay attention to the operation status and management results of the joint venture, and actively prevent, respond to and control the above risks.
It is hereby announced.
Zwsoft Co.Ltd(Guangzhou)(688083) board of directors February 18, 2022
