Securities code: 002712 securities abbreviation: Simei Media Co.Ltd(002712) Announcement No.: 2022-005 Simei Media Co.Ltd(002712)
About the foreign investment and establishment of the subsidiary Shanghai Keyi Culture Communication Co., Ltd
Announcement of the joint venture
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
Shanghai Keyi Culture Communication Co., Ltd. (hereinafter referred to as "Keyi media"), a wholly-owned subsidiary of Simei Media Co.Ltd(002712) (hereinafter referred to as "the company"), plans to jointly invest RMB 10 million with Shanghai yifanglu Information Consulting Co., Ltd. (hereinafter referred to as "yifanglu") to establish qianzhiyu information Technology Co., Ltd. (hereinafter referred to as "the joint venture") , subject to the enterprise name approved by the administrative department for Industry and Commerce). Among them, Keyi media contributed 5.1 million yuan, accounting for 51% of the registered capital, and Yifang road contributed 4.9 million yuan, accounting for 49% of the registered capital.
The company held the 16th meeting of the 5th board of directors on February 21, 2022. The board of directors deliberated and adopted the proposal on the foreign investment and establishment of a joint venture by the subsidiary Shanghai Keyi Culture Communication Co., Ltd. with 8 affirmative votes, 0 negative votes and 0 abstention votes. This foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. This foreign investment is within the approval authority of the board of directors of the company, and the matter does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Introduction to counterparty
Company name: Shanghai yifanglu Information Consulting Co., Ltd
Legal representative: Chen Rong
Registered capital: 1 million yuan
Company type: limited liability company (invested or controlled by natural person)
Address: Room 408, No. 30, Lane 4808, Jinhai highway, Fengxian District, Shanghai
Business scope: general items: information consulting services (excluding licensing information consulting services); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Software development; Network technology services; Computer system services; Information system integration service; Digital cultural creative content application service; Internet of things application services; Industrial Internet data service; Professional design services; Graphic design and production; Literary and artistic creation; Advertising design and agency; Advertising production; Advertising; Corporate image planning; Enterprise management consulting; Internet sales (except for the sale of goods that need to be licensed) (except for the items that must be approved according to law, carry out business activities independently according to law with the business license).
Ownership structure:
Name of shareholder contribution amount (10000 yuan) shareholding ratio contribution method
Chen Rong 70% monetary capital
Gu Guiyuan 30% monetary capital
Related relationship: there is no related relationship between Yifang road and the company.
Information disclosure network implemented in China（ http://zxgk.court.gov.cn./ ）And credit China（ https://www.creditchina.gov.cn./ ）No enforcement or dishonest enforcement of Yifang road was found in the query of.
3、 Basic information of investment object
Enterprise name: qianzhiyu Information Technology Co., Ltd. (tentative)
Legal representative: Zheng fan
Registered capital: 10 million yuan
Company type: limited liability company
Domicile: to be determined
Business scope: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Marketing planning; Corporate image planning; Advertising design and agency; Advertising; Advertising production; Professional design services; Photographic expansion service; Camera and video production services; Enterprise management consulting; Information consulting services (excluding licensed information consulting services); Internet sales (except sales of goods requiring license); Wholesale of computer software, hardware and auxiliary equipment; Retail of computer software, hardware and auxiliary equipment. (in addition to the projects that must be approved according to law, they shall carry out business activities independently according to law with their business license)
The above information shall be subject to the actual industrial and commercial registration results.
Capital contribution amount of the contributor, mode of contribution, capital source and shareholding ratio (10000 yuan) (%)
Shanghai Keyi Culture Communication Co., Ltd. 510 monetary capital self owned or self raised 51
Shanghai yifanglu Information Consulting Co., Ltd. 490 self owned or self raised monetary funds 49
Total 1000 100
4、 Main contents of foreign investment contract
(I) joint venture parties
Party A: Shanghai Keyi Culture Communication Co., Ltd
Party B: Shanghai Yifang Road Information Consulting Co., Ltd
(II) capital contribution structure
The registered capital of the joint venture at the time of establishment is RMB 10 million. The amount, mode and equity structure of shareholders' capital contribution are as follows:
(1) Party A contributes RMB 5.1 million in currency, accounting for 51% of the total registered capital of the joint venture; (2) Party B contributes RMB 4.9 million in currency, accounting for 49% of the total registered capital of the joint venture. (III) corporate governance
1. The joint venture company shall establish a shareholders' meeting, which shall be composed of all shareholders.
2. The joint venture does not have a board of directors, but an executive director, who is elected by the shareholders' meeting from the person nominated by Party A. The term of office of the executive director is three years and can be re elected.
The executive director or general manager also serves as the legal representative of the joint venture.
3. The joint venture company shall have one supervisor and no board of supervisors, which shall be elected by the shareholders' meeting at the person nominated by the shareholders. The term of office of the supervisor is three years and can be re elected.
4. The joint venture shall have a general manager, who shall be selected by the persons recommended by both parties, and the executive director shall be appointed or dismissed. Party A may recommend the executive director to concurrently serve as the general manager.
(IV) dispute and settlement
Any dispute arising from or in connection with the performance of this Agreement shall be settled by both parties through friendly negotiation. If the negotiation fails, either party may submit the dispute to Hangzhou Arbitration Commission for arbitration.
The arbitration award is final and binding on both parties. The party found to be at fault shall bear the reasonable expenses incurred by the other party to resolve the dispute, including but not limited to arbitration fees, lawyer fees, notarization fees, travel expenses, etc.
This Agreement shall come into force after being signed by both parties. For matters not covered in this agreement, both parties can reach a written supplementary agreement through consultation. The supplementary agreement is an integral part of this Agreement and has the same legal effect as this agreement. 5、 Purpose, existing risks and impact on the company of foreign investment
(I) purpose of foreign investment
The joint venture intends to become a digital virtual content material production company based on the use of virtual engine technology, and provide derivative services for the above digital virtual content. The joint venture will develop its business from two dimensions: first, based on the partner's professional technical background and industry strength in digital virtual content rendering and production, the joint venture will gather professionals proficient in virtual engine technology, and strive to build a technical team for producing digital virtual content with high graphics fidelity and immersion; Second, the joint venture will fully tap the high-quality advertiser resources of the company and its subsidiaries, enable digital virtual content to empower customer sales and brand promotion in the fields of culture and tourism, games, e-commerce, automobiles and consumer goods, and also provide 3D materials for virtual communities and virtual space platforms operated by relevant customers, so as to create more business opportunities and create new growth points of the company, Accelerate the company's strategic transformation and development.
(II) existing risks
Talent risk: at this stage, there is a great shortage of talents proficient in illusory engine technology in China. With the expansion of business, the difficulty of personnel recruitment will increase.
Operational risk: the project has high requirements for technical investment, and large investment in technology platform construction and talent training in the early stage.
(III) impact on the company
This investment is in line with the company's strategic direction and actual business needs, accelerate the company's strategic transformation and enhance the company's comprehensive competitive strength. The capital source of this investment is the self owned or self raised capital of Keyi media, which will not have a significant adverse impact on the current financial situation and operating results of the company, and there is no situation damaging the interests of the company and shareholders.
6、 Documents for future reference
1. Simei Media Co.Ltd(002712) resolution of the 16th meeting of the 5th board of directors;
2. Capital contribution agreement.
It is hereby announced.
Simei Media Co.Ltd(002712) board of directors February 22, 2022
