Securities code: 002949 securities abbreviation: Shenzhen Capol International&Associatesco.Ltd(002949) Announcement No.: 2022-007 bond Code: 128125 bond abbreviation: Huayang convertible bond
Shenzhen Capol International&Associatesco.Ltd(002949)
Announcement on establishing a joint venture with Zwsoft Co.Ltd(Guangzhou)(688083)
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 foreign investment
Shenzhen Capol International&Associatesco.Ltd(002949) (hereinafter referred to as “the company”) and Zwsoft Co.Ltd(Guangzhou)(688083) (hereinafter referred to as ” Zwsoft Co.Ltd(Guangzhou)(688083) “) 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 registered capital of the joint venture company is 50 million yuan, of which the company plans to use its own capital to contribute 15 million yuan, accounting for 30% of the total registered capital.
According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, this foreign investment is within the approval authority of the general manager of the company and does not need to be submitted to the board of directors of the company for deliberation.
This foreign investment does not constitute related party transactions and major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies.
2、 Introduction to counterparty
Company name: Zwsoft Co.Ltd(Guangzhou)(688083)
Registered capital: 61.9439 million yuan
Unified social credit Code: 91440101712408557u
Legal representative: Du Yulin
Registered address: room 01-08, 32 / F, No. 15, Zhujiang West Road, Tianhe District, Guangzhou, Guangdong
Enterprise type: limited liability company (listed on Shanghai Stock Exchange, stock code: 688083)
Controlling shareholders: Du Yulin (holding 35.51% equity of Zwsoft Co.Ltd(Guangzhou)(688083) ), Li Hong (holding 6.39% equity of Zwsoft Co.Ltd(Guangzhou)(688083) )
Business scope: software development; Business training (excluding education training, vocational skill training and other training requiring permission); Education consulting services (excluding education and training activities involving license approval); Information technology consulting services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Retail of computer software, hardware and auxiliary equipment; Software sales; Non residential real estate leasing; Import and export of goods; Technology import and export; Category II value-added telecommunications services
Up to now, Zwsoft Co.Ltd(Guangzhou)(688083) has no relationship with the company and its controlling shareholders, actual controllers, shareholders holding more than 5% of the company’s shares, directors, supervisors and senior managers, and is not a dishonest executee.
3、 Basic information of investment object
1. Company name: Guangzhou Zhongwang Construction Technology Co., Ltd. (tentative name, subject to the company name approved by the competent department of industrial and commercial registration)
2. Registered address: Guangzhou, Guangdong Province (subject to the domicile approved by the competent department of industrial and commercial registration)
3. Registered capital and ownership structure: the registered capital of the joint venture at the time of establishment is 50 million yuan, of which Zwsoft Co.Ltd(Guangzhou)(688083) contributes 35 million yuan, with a shareholding ratio of 70%; Shenzhen Capol International&Associatesco.Ltd(002949) invested 15 million yuan, with a shareholding ratio of 30%
4. Term of joint venture: long term
5. Business scope: software development; Business training (excluding education training, vocational skill training and other training requiring permission); Education consulting services (excluding education and training activities involving license approval); Information technology consulting services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Retail of computer software, hardware and auxiliary equipment; Software sales; Import and export of goods; Technology import and export (the business scope approved by China’s industrial and commercial registration authority shall prevail)
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:
Name of shareholder subscribed capital contribution (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
2.1 after the establishment of the joint venture, its main business is BIM (building information model) software R & D and sales. 2.2 both parties agree to invest all necessary human resources (BIM) and software sales to the joint venture company according to their respective ownership ratio.
2.3 during the duration of the joint venture, Zwsoft Co.Ltd(Guangzhou)(688083) has the right to appoint personnel as the general manager and R & D director of the joint venture, responsible for the overall operation and management of the joint venture; Shenzhen Capol International&Associatesco.Ltd(002949) has the right to appoint personnel as the deputy general manager, product director and financial director of the joint venture, responsible for the product planning and financial management of the joint venture.
2.4 Zwsoft Co.Ltd(Guangzhou)(688083) commitment: within 30 days after the establishment of the joint venture, authorize the joint venture to use “Wukong 3D kernel modeling technology” and ensure that it can achieve the purpose of BIM software development;
Shenzhen Capol International&Associatesco.Ltd(002949) commitment: within 30 days after the establishment of the joint venture, fully open the “application scenarios and experience in the construction industry” to the joint venture, authorize the use of developed application components, and ensure that they can achieve the purpose of BIM software development.
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.
3.1 the joint venture company 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.
3.2 the joint venture does not have a board of supervisors, but has one supervisor, who is appointed by Zwsoft Co.Ltd(Guangzhou)(688083) .
3.3 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
4.1 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.
4.2 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.
4.3 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 breaches.
4.4 if one party fails to pay its capital contribution in full and on time, 30 days after the agreed date of capital contribution, 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 until the actual payment is completed. 5、 Impact of foreign investment on the company
1. The joint venture is established to jointly carry out BIM (building information model) software research and development based on Zwsoft Co.Ltd(Guangzhou)(688083) ‘s advantages in the field of industrial software research and development and Shenzhen Capol International&Associatesco.Ltd(002949) ‘s rich experience in application scenarios and application software research and development in the architectural design industry.
This cooperation 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, improving the company’s market competitiveness, accelerating the company’s scientific and technological transformation, and in line with the company’s development strategy.
The capital of this foreign investment comes from its own funds. The company invests 15 million yuan and holds 30% of the shares of the joint venture, which will not have a significant impact on the financial situation of the company and will not damage the interests of shareholders. 2. Possible risks
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.
6、 Documents for future reference
1. Joint venture agreement between Zwsoft Co.Ltd(Guangzhou)(688083) and Shenzhen Capol International&Associatesco.Ltd(002949) on the establishment of a joint venture company.
It is hereby announced.
Shenzhen Capol International&Associatesco.Ltd(002949) board of directors
February 17, 2022
