Securities code: 688058 securities abbreviation: Beijing Baolande Software Corporation(688058) Announcement No.: 2021-068 Beijing Baolande Software Corporation(688058)
Announcement of foreign investment in the establishment of holding subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Name of the proposed holding subsidiary: Tibet Beijing Baolande Software Corporation(688058) Software Technology Co., Ltd. (tentative name, subject to the name approved by the administrative department for Industry and Commerce)
Registered capital: 10 million yuan
As of the date of disclosure of this announcement, the above holding subsidiaries have not been established. The name, registered address, business scope and other information of the holding subsidiary shall be finally approved by the local administrative department for Industry and commerce.
Beijing Baolande Software Corporation(688058) (hereinafter referred to as "the company") convened the sixth meeting of the third board of directors on December 24, 2021, deliberated and adopted the proposal on the establishment of holding subsidiaries by the company's foreign investment. The relevant matters are hereby announced as follows:
1、 Overview of the proposed holding subsidiary
In order to realize the company's development strategic layout, seize the development opportunity of information technology application in the government market, and continuously expand the company's market share in the party and government, so as to improve the company's sustainable development and profitability. The company plans to invest and set up a holding subsidiary Tibet Beijing Baolande Software Corporation(688058) Software Technology Co., Ltd. (tentative name, subject to the name approved by the administrative department for Industry and Commerce) in Lhasa Economic Development Zone, Tibet. The company plans to make a cash contribution of RMB 5.1 million and hold 51% of the shares.
According to the Listing Rules of Shanghai Stock Exchange's science and innovation board, the articles of association and other relevant provisions, this foreign investment to establish a wholly-owned subsidiary does not need to be submitted to the general meeting of shareholders for deliberation, does not involve related party transactions, and does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the proposed holding subsidiary
1. Name: Tibet Beijing Baolande Software Corporation(688058) Software Technology Co., Ltd. (tentative name, subject to the name approved by the administrative department for Industry and Commerce)
2. Registered address: Lhasa Economic Development Zone, Tibet
3. Registered capital: 10 million yuan
4. Business scope: software development; Software sales; Software outsourcing services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Information system integration service; Computer equipment sales; Computer system services (the business scope shall be subject to the approval of the industrial and commercial registration authority.)
5. Company type: limited company
6. Source of funds: self owned funds
The above information shall be subject to the registration and filing approved by the administrative department for Industry and commerce.
3、 Basic information of the subject of the investment agreement
1. Name: Tibet Shuzhi Meige technology partnership (limited partnership)
2. Executive partner: Jinan Shuzhi operation and Maintenance Technology Consulting Co., Ltd. (appointed representative: Zhang Lejie)
3. Address: No. 710-003, Xixin building, No. 7, linqionggang 1st Road, Lhasa Economic and Technological Development Zone
4. Registered capital: 10 million yuan
5. Business scope: general items; Big data service; Internet data services; Information system integration service; Information technology consulting services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Software outsourcing services; Technology intermediary services; 5g communication technology service; Science popularization service; Research and development of Internet of things technology; Manufacturing of computer software, hardware and peripheral equipment; Wholesale of computer software, hardware and auxiliary equipment; Retail of computer software, hardware and auxiliary equipment; Internet equipment sales; Software sales; Sales of electronic products; Sales of cloud computing equipment; Sales of information security equipment; Network equipment sales; Computer equipment sales; Conference and exhibition services; Engineering and technical research and test development; Computer system services; Leasing of computer and communication equipment; Computer and office equipment maintenance; Manufacturing of office equipment consumables; Advertising design and agency; Advertising production; Advertising; Market Research (excluding foreign-related investigation); enterprise management; information consulting services (excluding licensing information consulting services); entrepreneurial space services; etiquette services; data processing and storage support services; office services (independently carry out business activities not prohibited or restricted by laws and regulations except for projects subject to approval according to law)
6. Company type: limited partnership
7. Equity structure: Sheng Yuting holds 50%, Li Junyi holds 20%, Zhang Liting holds 29.9%, and Jinan digital intelligence operation and Maintenance Technology Consulting Co., Ltd. holds 0.1%.
4、 Main contents of foreign investment contract
Tibet digital smart MEG technology partnership (limited partnership) (hereinafter referred to as "party a") and Beijing Baolande Software Corporation(688058) (hereinafter referred to as "Party B") through friendly negotiation and in accordance with the principles of joint cooperation, risk sharing, equality and mutual benefit and mutual trust, unanimously decided to jointly initiate the establishment of "Tibet Beijing Baolande Software Corporation(688058) Software Technology Co., Ltd." (hereinafter referred to as "target company") The main contents of the investment contract are as follows: 1. The registered capital of the target company is 10 million yuan, and Party A's cash contribution is 4.9 million yuan, accounting for 49% of the registered capital; Party B contributes RMB 5.1 million in cash, accounting for 51% of the registered capital. Both parties shall complete the obligation to pay the capital contribution in full before December 31, 2026.
2. Party A and Party B agree through consultation that the company will not make profit distribution temporarily within four years from the date of establishment, and the company's profits will be preferentially used for the company's production and operation.
3. The target company has no board of directors and board of supervisors, but executive directors and supervisors with a term of office of three years. All shareholders appoint and recommend Yi Cundao as the legal representative, executive director and general manager of the company. Zhang Liting is nominated by Party A as the deputy general manager and appointed by the shareholders' meeting. The term of office is three years and can be reappointed. The company has two supervisors, and all shareholders appoint Zhang Nanning and Sheng Yuting as supervisors. The term of office of the supervisors is three years, and they can be re elected upon expiration of their term of office.
4. Within four years from the date of establishment of the target company, neither Party A nor Party B shall transfer their equity.
5、 Impact of the proposed holding subsidiary on the company
This overseas investment to establish the holding company is based on the company's development strategy, gives full play to the advantages of the holding company and partners, faces the market, actively carries out diversified operation, closely focuses on the field of "information technology and application innovation", and uses its own funds for investment, which will not have an adverse impact on the company's financial and operating conditions, and will not damage the company The interests of the company's shareholders, especially the minority shareholders.
6、 Risks of the proposed holding subsidiary
There are certain market risks and management risks in the development of post business.
2. There are operation and management risks in this foreign investment, such as the operation of the target company fails to meet expectations or even losses, and the investment cannot be withdrawn.
The company will continuously improve the internal control system, strengthen the risk prevention operation mechanism, rely on the management experience accumulated in the early stage, improve the management ability and operation efficiency, so as to continuously adapt to business requirements and market changes, and actively prevent and respond to the above risks.
According to the Listing Rules of Shanghai Stock Exchange's science and innovation board, the articles of association and other relevant provisions, this foreign investment to establish a wholly-owned subsidiary does not need to be submitted to the general meeting of shareholders for deliberation, does not involve related party transactions, and does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
It is hereby announced.
Beijing Baolande Software Corporation(688058) board of directors December 25, 2021
