Securities code: 002650 securities abbreviation: Jiajia Food Group Co.Ltd(002650) Announcement No.: 2021-101 Jiajia Food Group Co.Ltd(002650)
Announcement on foreign investment and establishment 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、 Overview of foreign investment
1. Basic information of investment
Jiajia Food Group Co.Ltd(002650) (hereinafter referred to as "the company" or " Jiajia Food Group Co.Ltd(002650) ") plans to jointly invest with Shanghai qihetu technology partnership (limited partnership) (hereinafter referred to as "qihetu") to establish a holding subsidiary " Jiajia Food Group Co.Ltd(002650) (Hunan) Co., Ltd." (the company name is finally subject to the name approved by the market supervision and management department, hereinafter referred to as "the joint venture") ）, both parties signed the joint venture agreement in Ningxiang, Changsha on December 23, 2021. Of which, Jiajia Food Group Co.Ltd(002650) contributed 25.5 million yuan, accounting for 51% of the registered capital of the joint venture; Qihetu contributed 24.5 million yuan, accounting for 49% of the registered capital of the joint venture.
2. Approval procedures for investment
The 13th meeting of the Fourth Board of directors in 2021 was held on December 23, 2021, and the proposal on foreign investment and establishment of holding subsidiaries was considered and adopted. According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, the company's investment does not need to be submitted to the general meeting of shareholders for deliberation and approval. This matter 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.
2、 Basic information of partners
1. Company name: Shanghai qihetu technology partnership (limited partnership)
2. Unified social credit Code: 91310230ma7dcjk81t
3. Nature of enterprise: limited partnership
4. Executive partner: Wu Xiulian
5. Registered capital: 1 million yuan
6、 Registered address: No. 1800, Panyuan Road, Changxing Town, Chongming District, Shanghai (Shanghai Taihe Economic Development Zone) 7. Business scope: licensed project: production and operation of radio and television programs. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: technical services, technical development, technical consultation, technical exchange, technology transfer, technology promotion, software development, organization of cultural and artistic exchange activities, electronic products, arts and crafts (except ivory and its products) sales, professional design services, packaging services, socio-economic consulting services, translation services, graphic design and production, marketing planning, advertising production, advertising design, agency and market research (it is not allowed to engage in social survey, social survey, public opinion survey and public opinion poll), enterprise management consulting, conference and exhibition services and brand management. (except for projects that must be approved according to law, it shall independently carry out business activities according to law with its business license)
8. Ownership structure:
Partner name subscribed amount (10000 yuan) shareholding ratio
Trina Solar (Beijing) Technology Co., Ltd. 4040%
Wu Xiulian 3131%
Liu Shuli 2929%
9. Upon inquiry, qihetu is not a dishonest executee. Qihetu has no relationship with the company, its controlling shareholder, actual controller, more than 5% shareholders, directors, supervisors and senior managers.
3、 Basic information of investment object
1. Company name: Jiajia Food Group Co.Ltd(002650) (Hunan) Co., Ltd. (subject to the name approved by the market supervision and administration department)
2. Enterprise type: limited liability company
3. Registered capital: 50 million yuan
4. Registered address: Changsha City, Hunan Province (the specific address shall be subject to the registration of the market supervision and administration department)
5. Business scope: food production and food sales (subject to the final approval and registration by the market supervision and administration department)
6. Ownership structure:
No. shareholder name contribution amount (10000 yuan) contribution proportion contribution method
Jiajia Food Group Co.Ltd(002650) group shares have currency
1 Limited company 255051%
Shanghai qihetu technology partnership
2. Enterprise (limited partnership) 245049%
Total 5000100%
4、 Main contents of investment contract
Party A: Jiajia Food Group Co.Ltd(002650)
Party B: Shanghai qihetu technology partnership (limited partnership)
1. The registered capital of the joint venture is 50 million yuan.
2. Contribution amount, contribution method and share proportion of Party A and Party B:
Party A: Party A contributes RMB 25.5 million in currency, accounting for 51% of the registered capital of the joint venture.
Party B: Party B contributes RMB 24.5 million in currency, accounting for 49% of the registered capital of the joint venture.
2. Term of contribution: Party A and Party B shall complete the paid in registered capital within [12] months from the date of establishment of the joint venture.
3. Business purpose and objective of the joint venture: Based on the principles of openness, transparency and fairness, the parties to the agreement give full play to their advantages in production, operation, brand operation and sales channels of e-commerce platform in the seasoned food market, optimize the combination of brand, technology, capital, management and marketing resources of the joint venture, and improve the market share of product sales, So that all investors can obtain satisfactory economic and social benefits.
Tiktok: 4, the joint venture business is located in the production of soy sauce based condiments and brand promotion and sales of Kwai Chung, Xiao Hong, Tmall, Jingdong and other electronic commerce platform channels.
5. Organizational structure and decision-making rules of the joint venture:
(1) The joint venture company has a shareholders' meeting. The shareholders' meeting is the highest authority of the company and decides all major matters of the company. The shareholders exercise their voting rights in accordance with the proportion of subscribed capital. The shareholders' meeting makes resolutions on Amending the articles of association, major investments, mortgage and transfer of important assets, increasing or reducing the registered capital, as well as the merger, division, dissolution or dissolution of the company A resolution to change the form of the company must be passed by shareholders representing more than two-thirds of the voting rights.
(2) The company has a board of directors with [3] members. The parties agree that Party A shall appoint [2] directors and Party B shall appoint [1] directors for a term of three years, which can be re elected. The board of directors shall have a chairman, who shall be appointed by Party [a], and the legal representative of the joint venture shall be assumed by the chairman.
(3) The joint venture does not have a board of supervisors, but one supervisor appointed by Party [a].
(4) The joint venture shall have [1] General Manager designated by Party [b], who shall be responsible for the specific business affairs and team formation of the joint venture, preside over the production and operation management of the company, organize the implementation of the company's annual business plan and investment plan, and be responsible for the formation and adjustment of the company's team. The financial director of the joint venture shall be appointed by Party A, and the financial director shall also serve as the deputy general manager.
(5) The following matters must be discussed and approved by the board of directors and approved by shareholders representing more than two-thirds of the voting rights:
① When the controlling right of the company changes, the company's major asset reorganization or other major transactions;
② When the company purchases assets unrelated to its main business or enters the business field of non main business;
③ Major changes in the company's main business;
④ Transactions between the company and Party A or its related parties.
(6) The organizational structure and rights and responsibilities of the joint venture involved, the specific rights and obligations of shareholders and other provisions of the company, the articles of association of the joint venture shall be established in accordance with the provisions of this agreement, and the articles of association shall prevail. If not agreed in the articles of association, this Agreement shall prevail.
5、 Purpose of this foreign investment and its impact on the company
This foreign investment to establish a holding subsidiary in Changsha, Hunan Province is based on the company's strategic planning and its own business development needs, integrating the partner's e-commerce sales channel resources and e-commerce operation management experience, optimizing and combining the brand, technology, management and marketing resources of the joint venture, so as to better expand the market space and enhance the company's comprehensive strength.
The capital source of this foreign investment is the company's own funds. After the establishment of the joint venture, it will be included in the scope of the company's consolidated statements. In the short term, it will not have a significant impact on the company's financial status and operating results, and there is no damage to the interests of the listed company and shareholders.
The establishment of a holding subsidiary in Changsha, Hunan Province by this foreign investment still needs the approval of the market supervision and management department. After the establishment of the new company, it may face the impact of macroeconomic, industrial environment, market changes and other factors in the business process, which has certain uncertainty on the future operation. The company will improve its corporate governance structure, establish a perfect internal control process and effective supervision mechanism, strengthen risk prevention awareness, adapt to business requirements and market changes, and promote the steady development of its holding subsidiary. Please pay attention to investment risks.
6、 Documents for future reference
1. Resolutions of the 13th meeting of the 4th board of directors in 2021;
2. Joint venture agreement
It is hereby announced.
Jiajia Food Group Co.Ltd(002650) board of directors December 23, 2021
