Securities code: 000555 securities abbreviation: Digital China Information Service Company Ltd(000555) Announcement No.: 2022-013 Digital China Group Co.Ltd(000034) Information Service Co., Ltd
Announcement on joint investment and related party transactions with related parties
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
Beijing Shenzhou Digital Technology Co., Ltd. (hereinafter referred to as "Shenzhou digital"), a wholly-owned subsidiary of Digital China Group Co.Ltd(000034) Information Services Co., Ltd. (hereinafter referred to as "the company"), intends to sign the investment agreement (hereinafter referred to as "the agreement") with Mr. Guo Wei, Puyi smart cloud technology (Chengdu) Co., Ltd. (hereinafter referred to as "the subject company") and their existing shareholders, With its own capital of 2.4 million yuan, Shenzhou digital subscribed for the new registered capital of the target company of 2823400 yuan, and Mr. Guo Wei contributed 600000 yuan to subscribe for the new registered capital of the target company of 7058500 yuan. After the completion of the above capital increase, Shenzhou digital and Mr. Guo Wei respectively held 2.7273% and 0.6818% of the equity of the target company. From the payment date of the above capital increase to December 31, 2023, if the subject company refinances on the terms agreed in this agreement, Shenzhou digital will continue to increase the capital of 5 million yuan to the subject company to subscribe for the corresponding additional equity issued by the subject company.
Mr. Guo Wei is the chairman of the company. According to the Shenzhen Stock Exchange Stock Listing Rules (revised in 2022) and other relevant provisions, this joint investment constitutes a connected transaction.
On February 18, 2022, the company held the second extraordinary meeting of the ninth board of directors in 2022 and deliberated and adopted the proposal on joint investment and related party transactions with related parties. As a related director, Mr. Guo Wei, the chairman of the board, has avoided voting on the above matters, and the independent directors of the company issued prior approval opinions and issued independent opinions.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, does not constitute a reorganization and listing, and does not need to be approved by relevant departments. The amount of this connected transaction 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.
2、 Introduction to counterparty
1. Chengdu Shengshi Puyi Technology Co., Ltd. (hereinafter referred to as "Shengshi technology")
Address: No. 10, floor 1, building 2, No. 174, Zijing North Road, Chengdu high tech Zone
Enterprise type: other limited liability companies
Legal representative: sun conghai
Registered capital: 10 million yuan
Business scope: designing, developing and selling computer software and providing technical services; Computer system integration, data processing and application software services; Financial information web page design; Economic information consultation; Design, production, agency and release all kinds of advertisements (excluding balloon advertisements); Conference and exhibition services; (the above business items do not include the items requiring pre license or approval determined by laws, administrative regulations and the State Council).
Property right relationship and actual controller: Chengdu Huanyu Lixin Technology Co., Ltd. holds 55.26% of the shares and is the controlling shareholder; Chengdu Huanyu Xinda Information Technology Co., Ltd. holds 24.74% and sun conghai holds 20%.
Shengshi technology has no relationship with the company and is not the person who is dishonest and executed.
2. Hainan zunhe Investment Co., Ltd. (hereinafter referred to as "zunhe investment")
Address: 2803, building 6, Jiangang new town, No. 59, Yuejin Street, Tianya District, Sanya City, Hainan Province
Enterprise type: limited liability company (invested or controlled by natural person)
Legal representative: Dong Yiwei
Registered capital: 10 million yuan
Business scope: licensed items: for-profit private vocational skill training institutions; Import and export agency; Technology import and export; Offshore trade operation; Import and export of goods under state-owned trade management (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments) general items: enterprise headquarters management; Marketing planning; Education consulting services (excluding education and training activities involving license approval); For profit private training service institutions engaged in language ability, art, sports, science and technology training (except discipline and language cultural education and training for primary and secondary school students); For profit private training institutions engaged in scientific and technological training (except discipline and language cultural education and training for primary and secondary school students); For profit private training institutions engaged in sports training (except discipline and language cultural education and training for primary and middle school students); For profit private training institutions engaged in art training (except discipline and language cultural education and training for primary and secondary school students); For profit private training service institutions engaged in language ability training (except discipline and language cultural education and training for primary and secondary school students); Education and teaching testing and evaluation activities; Business training (excluding education training, vocational skill training and other training requiring permission); Conference and exhibition services; Socio economic advisory services; Engaging in investment activities with its own funds; Asset management services invested by self owned funds; Financing advisory services; China trade agency; Trade brokerage; Garment manufacturing; Clothing wholesale; Clothing retail; Clothing accessories sales; Clothing, clothing inspection and finishing services; Clothing rental; Production of labor protection articles; Production of special labor protection articles; Sales of special labor protection articles; Sales of labor protection articles; Sales of industrial textile products; Clothing manufacturing; Production of industrial textile products; Sales of knitwear, textiles and raw materials; Organize cultural and artistic exchange activities (in addition to licensed business, it can independently operate projects not prohibited or restricted by laws and regulations)
Ownership relationship and actual controller: Zheng RIWEI holds 57.7% and Dong Yiwei holds 42.3%.
Zunhe investment has no relationship with the company and is not a dishonest executee.
3. Chengdu Jinhui Qiancheng enterprise management partnership (limited partnership) (hereinafter referred to as "Chengdu Jinhui") domicile: No. 1201, floor 12, unit 1, building 2, No. 368, Tianfu Second Street, Chengdu high tech Zone, China (Sichuan) pilot Free Trade Zone
Enterprise type: limited partnership
Legal representative: Zhang Jiali
Registered capital: 1.4 million yuan
Business scope: general items: enterprise management; Corporate image planning; Enterprise management consulting; Information system integration service; Software development; Data processing and storage support services; New material technology promotion services; Advertising design and agency; Conference and exhibition services; Translation services; Financial consultation; Marketing planning; Information consulting services (excluding licensed information consulting services); Safety consulting services; Information technology consulting services; Planning and design management; Environmental protection consulting services; Brand management; Professional design services; Internet sales (except sales of goods requiring license); Personal business services; The etiquette Service; Project planning and public relations services (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
Property rights and actual controllers: Wang Peng holds 21.43%, Chengdu universal Lixin Technology Co., Ltd. holds 12.86%, Chengdu Shengshi Puyi Technology Co., Ltd. holds 8.57%, Liu Ke holds 7.14%, Kuang Chenchi holds 7.14%, Zhang Jiali holds 7.14%, Lin Fumei holds 7.14%, Yin Chengdong holds 7.14%, Wang Rong holds 7.14%, Zhai Lihong holds 7.14% and Deng Lei holds 7.14%.
Chengdu Jinhui has no relationship with the company and is not a dishonest executee.
4. Chengdu Jingying Qiancheng enterprise management partnership (limited partnership) (hereinafter referred to as "Chengdu Jingying") domicile: No. 1407, 14 / F, unit 1, building 7, No. 399, west section of Fucheng Avenue, Chengdu high tech Zone, China (Sichuan) pilot Free Trade Zone
Enterprise type: limited partnership
Legal representative: Men Lei
Registered capital: 3.1 million yuan
Business scope: general items: enterprise management; Corporate image planning; Enterprise management consulting; Information system integration service; Software development; Data processing and storage support services; New material technology promotion services; Advertising design and agency; Conference and exhibition services; Translation services; Financial consultation; Marketing planning; Information consulting services (excluding licensed information consulting services); Safety consulting services; Information technology consulting services; Planning and design management; Environmental protection consulting services; Brand management; Professional design services; Internet sales (except sales of goods requiring license); Personal business services; The etiquette Service; Project planning and public relations services (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
Ownership relationship and actual controller: Wang Xianjie holds 64.52%, Lan Fang holds 32.26%, and men Lei holds 3.23%. Chengdu elite has no relationship with the company and is not a dishonest executee.
5. Mr. Guo Wei holds the post of chairman of the company and is not the person who has broken his promise.
6. Mr. Zhai Lihong is the actual controller of the target company, has no relationship with the company, and is not a dishonest executee.
3、 Basic information of investment object
1. Name: Puyi smart cloud technology (Chengdu) Co., Ltd
2. Address: No. 1308, unit 1, building 1, No. 233, jiaozi Avenue, Chengdu high tech Zone, China (Sichuan) pilot Free Trade Zone
3. Enterprise type: other limited liability companies
4. Legal representative: Zhang Jiali
5. Registered capital: 999954600 yuan
6. Business scope: general items: new material technology promotion services; business management; Socio economic advisory services; Information system integration service; Software development; Big data services; Brand management; Conference and exhibition services; Enterprise management consulting; Translation services; Financial consultation; Marketing planning; Information consulting services (excluding licensed information consulting services); Safety consulting services; Information technology consulting services; Planning and design management; Corporate image planning; Environmental protection consulting services; Professional design services; Internet sales (except sales of goods requiring license); Personal business services; The etiquette Service; Project planning and public relations services (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
7. Main financial data of the latest year (Unaudited in 2021): total assets 20768701.14 yuan, total liabilities 4716162.99 yuan, net assets 16052538.15 yuan, operating income 9136606.81 yuan and net profit -47461.85 yuan.
8. Shareholders before and after this capital increase:
Name of shareholders before and after this capital increase
Equity proportion of capital contribution equity proportion of capital contribution
(RMB 10000) (RMB 10000)
Shengshi technology 900.0000 90.0041% 900.0000 86.9358%
Hainan zunhe 37.7420 3.7744% 37.7420 3.6457%
Chengdu Jinhui 20.3225 2.0323% 20.3225 1.9630%
Chengdu elite 41.8901 4.1892% 41.8901 4.0464%
China figures -- 28.234 2.7273%
Guo Wei -- 7.0585 0.6818%
Total 999.9546 100% 1035.2471 100%
9. Other notes: in the articles of association of the subject company, there are no provisions restricting shareholders' rights other than laws and regulations, and the subject company is not a dishonest executee.
4、 Main contents of the investment agreement to be signed
Party A: Investor
Party A 1: Beijing Shenzhou Digital Technology Co., Ltd
Party A 2: Guo Wei
Party B: Puyi smart cloud technology (Chengdu) Co., Ltd. (target company)
Party C: existing shareholders of the target company
Party C 1: Chengdu Shengshi Puyi Technology Co., Ltd
Party C 2: Hainan zunhe Investment Co., Ltd
Party C 3: Chengdu Jinhui Qiancheng enterprise management partnership (limited partnership)
Party C 4: Chengdu Jingying Qiancheng enterprise management partnership (limited partnership)
Party D: Zhai Lihong (the "actual controller" of the target company)
1. Investment arrangement
The investor agrees to increase the total capital of the target company by 3 million yuan (in words: three million yuan only) (hereinafter referred to as "capital increase fund") in accordance with the agreement, of which party a 1 agrees to increase the capital of the target company by 2.4 million yuan and Party A 2 agrees to increase the capital of the target company by 600000 yuan.
For the above-mentioned capital increase of 3 million yuan by the investor, of which 352925 yuan is used to subscribe for the new registered capital of the target company, totaling 352925 yuan (Party A 1 subscribes 2823400 yuan, Party A 2 subscribes 7058500 yuan), and the rest is 2647075 yuan
