Securities code: Wuhan Huazhong Numerical Control Co.Ltd(300161) securities abbreviation: Wuhan Huazhong Numerical Control Co.Ltd(300161) Announcement No.: 2022006 Wuhan Huazhong Numerical Control Co.Ltd(300161)
Announcement on the proposed investment and establishment of Xi'an Wuhan Huazhong Numerical Control Co.Ltd(300161) Co., Ltd
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
Wuhan Huazhong Numerical Control Co.Ltd(300161) (hereinafter referred to as "the company") held the 28th meeting of the 11th board of directors on March 4, 2022, deliberated and adopted the proposal on the proposed investment in the establishment of Xi'an Wuhan Huazhong Numerical Control Co.Ltd(300161) Co., Ltd. According to the needs of strategic planning and business development, in order to further promote the independent innovation of high-end industrial machine tool industry, seize the strategic opportunity of transformation and upgrading of CNC machine tool industry, and strengthen the in-depth cooperation with machine tool equipment enterprises in Shaanxi Province, The company plans to jointly invest with Shaanxi qinchuangyuan New Development Co., Ltd. (hereinafter referred to as "Shaanxi qinchuangyuan") to establish Xi'an Wuhan Huazhong Numerical Control Co.Ltd(300161) Co., Ltd. (the specific name shall be subject to industrial and commercial registration, hereinafter referred to as "Xi'an Wuhan Huazhong Numerical Control Co.Ltd(300161) ). The registered capital is RMB 30 million. The company contributes RMB 25.5 million in cash, accounting for 85% of the equity; Shaanxi qinchuangyuan invested 4.5 million yuan in cash, accounting for 15% of the equity. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, this investment does not constitute a related party transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. This investment does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the counterparty
1. Company name: Shaanxi qinchuang original new development Co., Ltd
2. Date of establishment: July 12, 2021
3. Registered capital: 50 million yuan
4. Company nature: limited liability company
5. Legal representative: Liu Xin
6. Address: Floor 9, building 4-C, Xixian financial port, southwest corner of the intersection of Fengjing Avenue and Fengchang Road, Fengdong new town, Xixian new area, Shaanxi Province
7. Shareholders: qinchuang innovation promotion center holds 100% of its shares
8. Business scope: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Venture capital (limited to investment in unlisted enterprises); Engaging in investment activities with its own funds; business management; Market Research (excluding foreign-related research); Technology intermediary services; Intellectual property services; Socio economic advisory services; Entrepreneurship space services; Commercial complex management services; Supply chain management services; Park management services (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
Shaanxi qinchuangyuan is not a dishonest executee and has no relationship with the company.
3、 Basic information of the invested company
1. Company name: Xi'an Wuhan Huazhong Numerical Control Co.Ltd(300161) Co., Ltd. (tentative name)
2. Registered capital: 30 million yuan
3. Registered address: Fengdong new town, Xixian new area, Shaanxi
4. Company nature: limited liability company
5. Business scope: CNC systems, CNC machine tools, industrial Siasun Robot&Automation Co.Ltd(300024) sales and technical services; Secondary development, popularization and application of CNC system; Implementation and technical services of NC machine tool transformation and upgrading and intelligent production line project; Product R & D and industrialization of IMC platform and NCUC bus.
6. Equity structure: Wuhan Huazhong Numerical Control Co.Ltd(300161) holds 85% and Shaanxi qinchuangyuan holds 15%
7. Capital source and contribution method: self owned or self raised funds
The above proposed subsidiaries shall be subject to the contents approved by the industrial and commercial registration authority.
4、 Main contents of foreign investment agreement
1. Cooperation parties
Party A: Wuhan Huazhong Numerical Control Co.Ltd(300161) (hereinafter referred to as "party a")
Party B: Shaanxi qinchuang original new development Co., Ltd. (hereinafter referred to as "Party B")
2. Contribution: Xi'an Wuhan Huazhong Numerical Control Co.Ltd(300161) registered capital: 30 million yuan. The subscribed capital contribution and shareholding ratio of shareholders are as follows: the company invested 25.5 million yuan in cash, accounting for 85%, and Shaanxi qinchuangyuan invested 4.5 million yuan in cash, accounting for 15%.
3. Institutional arrangement: Xi'an Wuhan Huazhong Numerical Control Co.Ltd(300161) is a corporate legal person. Its governance structure is implemented in accordance with the relevant provisions of the company law, and the board of shareholders, board of directors, board of supervisors and daily operation and management organization are established. The board of shareholders is the highest authority of Xi'an Wuhan Huazhong Numerical Control Co.Ltd(300161) the board of directors is the decision-making body, the board of supervisors is the supervisory body, and the general manager's management team is the daily operation management body Wuhan Huazhong Numerical Control Co.Ltd(300161) is responsible for establishing the operation team and managing the daily operation of Xi'an Wuhan Huazhong Numerical Control Co.Ltd(300161) company.
The shareholders' meeting is composed of all shareholders and exercises shareholders' rights according to the proportion of capital contribution. Three members of the board of directors are appointed by Wuhan Huazhong Numerical Control Co.Ltd(300161) and the chairman is appointed by Wuhan Huazhong Numerical Control Co.Ltd(300161) and the chairman is the legal representative. There are three members of the board of supervisors, including one appointed by Wuhan Huazhong Numerical Control Co.Ltd(300161) and one appointed by Shaanxi qinchuang and one employee representative. The general manager, financial director and other operation and management personnel shall be appointed by Wuhan Huazhong Numerical Control Co.Ltd(300161) personnel.
4. Liability for breach of contract: once the agreement is signed, it will have legal effect, and either party shall fully perform its obligations under the agreement. If either party violates the agreement, the observant party has the right to require the breaching party to perform in accordance with the agreement.
5. Effective conditions: the agreement shall be reviewed and approved by the board of directors of Party A, signed by the authorized representatives of Party A and Party B and affixed with the official seal of the unit before it can take effect.
5、 Purpose of foreign investment and its impact on the company
1. Purpose of foreign investment
Machine tool equipment manufacturing industry is an advantageous industry cultivated by Shaanxi Province, forming an industrial pattern dominated by CNC machine tools, core functional components and complex cutting tools. Shaanxi machine tool enterprises gather. The company actively grasps the development opportunity of Shaanxi machine tool industry, through the policy support and platform advantages of Xixian new area, strengthens the cooperation with machine tool enterprises and Vocational Colleges (universities) in Northwest China, promotes the market sales and service, secondary development and application of NC system, and promotes the transformation and upgrading of NC machine tools and the promotion and application of intelligent production line, Promote the productization and industrialization of IMC platform and NCUC bus, and promote the development of western education market and talent training. Many heads go hand in hand, deeply cultivate the Northwest market, and realize the leapfrog growth of the company's sales business.
2. Impact of this investment on the company
The capital source of this investment is the company's own or self raised funds. This investment will not have a significant impact on the company's financial status and operating results in the short term. In the long term, it is conducive to the expansion of the company's CNC system market and the realization of strategic objectives, and there is no damage to the interests of listed companies and shareholders.
6、 Existing risks
The investment and establishment of the subsidiary is in line with the company's strategic development plan. After the establishment of the subsidiary, it may face risks caused by national policy adjustment, other force majeure factors, changes in market environment, operation and management and other uncertain factors. The company will further improve the governance structure, establish and improve the internal control system, improve the standardized management level of the enterprise, and strengthen the management and risk control of subsidiaries, so as to continuously adapt to business requirements and market changes and reduce various risks it may face.
It is hereby announced.
Wuhan Huazhong Numerical Control Co.Ltd(300161) board of directors March 4, 2002
