Securities code: 002213 securities abbreviation: Shenzhen Dawei Innovation Technology Co.Ltd(002213) Announcement No.: 2022-010 Shenzhen Dawei Innovation Technology Co.Ltd(002213)
Announcement on capital increase of holding 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.
1、 Transaction overview
Shenzhen Dawei Yingtong Technology Co., Ltd. (hereinafter referred to as “Dawei Yingtong”), a holding subsidiary of Shenzhen Dawei Innovation Technology Co.Ltd(002213) (hereinafter referred to as “the company”), has a registered capital of RMB 6 million. Shenzhen teljia Information Technology Co., Ltd. (hereinafter referred to as “teljia information”), a wholly-owned subsidiary of the company, holds 60% of the equity of Dawei Yingtong, Shenzhen yingjiaxun Holding Co., Ltd. (hereinafter referred to as “yingjiaxun”) holds 40% equity of Dawei Yingtong. At present, teljia information plans to increase the capital of Yingtong with its own capital of RMB 3.6 million, and yingjiaxun plans to increase the capital of Yingtong with its own capital of RMB 2.4 million. After the capital increase, the registered capital of Yingtong will increase from RMB 6 million to RMB 12 million, and the shareholding proportion of teljia information will remain unchanged.
According to the articles of association, the management system for foreign investment and other relevant laws and regulations, normative documents and rules, the capital increase has been approved by the chairman of the company and has been deliberated and approved by the executive director and the shareholders’ meeting of Yingtong; The capital increase is within the scope of the chairman’s approval authority and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation. This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of investors
(I) Shenzhen teljia Information Technology Co., Ltd
1. Address: a1401, building 12, Shenzhen Bay science and technology ecological park, No. 18, Keji South Road, community, high tech Zone, Yuehai street, Nanshan District, Shenzhen
2. Legal representative: Jiang Hui
3. Registered capital: 20 million yuan
4. Unified social credit Code: 91440300791701179q
5. Date of establishment: July 11, 2006
6. Company type: limited liability company (sole proprietorship of legal person)
7. Business scope: general business items: industrial control, computer software development, sales and related technical services; Software development, sales and related technical services of automotive electronic products, industrial automatic control products and testing equipment; China’s commercial and material supply and marketing industry (excluding franchised, specially controlled and franchised commodities); Sales of mechanical equipment, chemical products (excluding dangerous goods) and electronic products; Retail and wholesale of class I medical devices; Retail and wholesale of class II medical devices; Electronic Commerce; Operate import and export business.
8. Related relationship: teljia information is a wholly-owned subsidiary of the company
9. Terjia information does not belong to the dishonest executee.
(II) Shenzhen yingjiaxun Holding Co., Ltd
1. Address: 812, building 10, Shenzhen Bay science and technology ecological park, No. 10, Gaoxin South ninth Road, high tech Zone community, Yuehai street, Nanshan District, Shenzhen
2. Legal representative: Zhao Guixin
3. Registered capital: 5 million yuan
4. Unified social credit Code: 91440300ma5gc42mxe
5. Date of establishment: August 26, 2020
6. Company type: limited liability company
7. Business scope: general business items: investment and establishment of industries (specific items will be reported separately); Technical development and sales of electrical appliances, intelligent equipment, Siasun Robot&Automation Co.Ltd(300024) software and hardware; Sales of computers, communication equipment and electronic equipment; China Trade (excluding exclusive, exclusive and controlled commodities); Operate import and export business; Technical consultation of computer software and network information; Engage in real estate development and operation on the land with legal use right; Own house lease. (except for the items prohibited by laws, administrative regulations and decisions of the State Council, the restricted items can be operated only after obtaining a license) licensed items: Internet information services; Production of computer and communication equipment. 8. Association relationship: there is no association relationship between yingjiaxun and the company
9. Yingjiaxun does not belong to the executee of dishonesty.
3、 Basic information of capital increase target
1. Company name: Shenzhen Dawei Yingtong Technology Co., Ltd
2. Address: a1407, building 12, Shenzhen Bay science and technology ecological park, No. 18, Keji South Road, community, high tech Zone, Yuehai street, Nanshan District, Shenzhen
3. Legal representative: Song Zhuolin
4. Registered capital: 6 million yuan
5. Unified social credit Code: 91440300ma5gdx4h6t
6. Date of establishment: September 30, 2020
7. Company type: limited liability company
8. Business scope: general business items: development and sales of computer software and hardware, communication equipment and electronic equipment. (if the above-mentioned items need to be examined and approved in accordance with laws, administrative regulations, decisions of the State Council, etc., they can only be operated after obtaining relevant examination and approval documents in accordance with the law)
9. Before the completion of this capital increase, Dawei Yingtong’s equity structure:
Shareholders’ subscribed capital contribution (10000 yuan) shareholding ratio
Shenzhen teljia Information Technology Co., Ltd. 360 60%
Shenzhen yingjiaxun Holding Co., Ltd. 240 40%
Total 600 100%
After the capital increase, the equity structure of Dawei Yingtong will be changed to:
Shareholders’ subscribed capital contribution (10000 yuan) shareholding ratio
Shenzhen teljia Information Technology Co., Ltd. 720 60%
Shenzhen yingjiaxun Holding Co., Ltd. 480 40%
Total 1200 100%
10. Related relationship: Dawei Yingtong is a holding subsidiary with an indirect shareholding of 60%.
11. Dawei Yingtong does not belong to the person subject to breach of trust.
12. Main financial data:
Unit: RMB
Serial number project December 31, 2020 September 30, 2021
(audited) (Unaudited)
1. Total assets 0 12626934.77
2. Total liabilities: 0.5612652.55
3. Total receivables 0 100700.00
4. Net assets: 0.7014282.22
No. project 2020 (audited) January September 2021
(Unaudited)
1. Operating income: 0.6812221.67
2. Operating profit: 0.1043535.80
3. Net profit 0 1014282.22
Note: Dawei Yingtong was established in September 2020 and began to operate in 2021.
4、 Main contents of the capital increase agreement
With regard to this capital increase, teljia information, yingjiaxun and Dawei Yingtong signed the agreement on increasing the registered capital of Shenzhen Dawei Yingtong Technology Co., Ltd. (hereinafter referred to as the “agreement”) on February 23, 2022. The main contents of the agreement are as follows:
Parties:
Party A: Shenzhen teljia Information Technology Co., Ltd
Party B: Shenzhen yingjiaxun Holding Co., Ltd
Target company: Shenzhen Dawei Yingtong Technology Co., Ltd
Article 1 newly increased registered capital, subscription method and contribution period
1. Both parties agreed to increase the registered capital of the target company by RMB [6] million, so as to increase the registered capital of the target company from [6] million to [12] million.
2. The newly increased registered capital of the target company is [6] million yuan, which is invested and subscribed by both parties in [currency]. Among them, Party A injects and subscribes the newly increased registered capital of [3.6] million yuan, and Party B injects and subscribes the newly increased registered capital of [2.4] million yuan.
Through negotiation, both parties intend to complete the first capital increase of 4 million yuan before March 30, 2022, including [2.4] million yuan for Party A and [1.6] million yuan for Party B. The remaining 2 million yuan will be invested by the shareholders of the target company according to the shareholding ratio according to the business needs.
3. After the capital increase of the target company, the registered capital increases to [12] million yuan, and the shareholding ratio of Party A and Party B remains unchanged, that is, party a still holds [60]% of the equity of the target company and Party B still holds [40]% of the equity of the target company.
Article 2 examination and approval
All matters related to this capital increase have been approved and agreed by the relevant authorities of Party A and Party B respectively, and the approval and approval procedures stipulated in laws and regulations have been fulfilled.
Article 3 guarantee and commitment
The parties hereby make the following representations, warranties and commitments and sign this agreement in accordance with these representations, warranties and commitments.
1. Party A and Party B are legally established and validly existing enterprise legal persons, have all necessary powers, authorizations and approvals required for signing this agreement, and have all powers, authorizations and approvals to fully perform their obligations under this agreement. There is no situation that may hinder their performance of their obligations under this agreement.
2. Both parties legally own the equity of the target company; The equity of the target company held by Party A does not and does not involve any pledge, freezing or other restrictions on rights; Except for the pledge or other restrictions on the equity held by Party A to the target company due to the project and other circumstances, Party A does not have all the rights of the target company.
3. As of the date of signing this agreement, both parties have completed the obligation of capital contribution to the target company, and there is no withdrawal of capital contribution.
4. The obligations undertaken by Party A and Party B in this Agreement are legal and valid, and their performance will not conflict with other obligations undertaken by both parties, nor will they violate any law.
5. Except for the capital increase, other contents of the articles of association of the target company shall not be modified.
5、 Purpose of the transaction and its impact on the company
This capital increase is based on the needs of the operation and development of Dawei Yingtong, which is conducive to the better business development of Dawei Yingtong, further improve the operation ability and profitability, and create greater benefits for shareholders.
This capital increase is funded by teljia information with its own funds, which may face risks brought by uncertain factors such as market, operation and management. Teljia information will take appropriate strategies to actively prevent and deal with the above risks. After the completion of this capital increase, the proportion of equity held by the company in Dawei Yingtong is still 60%. The scope of the company’s consolidated statements has not changed, which will not have a significant impact on the company’s normal production and operation and financial situation, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
6、 Documents for future reference
1. The approval documents of the chairman of the board of directors and the resolutions of Yingtong executive director and shareholders’ meeting;
2. Agreement on increasing the registered capital of Shenzhen Dawei Yingtong Technology Co., Ltd.
It is hereby announced.
Shenzhen Dawei Innovation Technology Co.Ltd(002213) board of directors
February 24, 2022
