Securities code: Grg Banking Equipment Co.Ltd(002152) securities abbreviation: Grg Banking Equipment Co.Ltd(002152) Announcement No.: pro 2022018 Grg Banking Equipment Co.Ltd(002152)
Announcement on joint investment in the establishment of Guangzhou Data Trading Co., Ltd
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of foreign investment
In order to consolidate the layout of the field of artificial intelligence and big data, Grg Banking Equipment Co.Ltd(002152) (hereinafter referred to as " Grg Banking Equipment Co.Ltd(002152) " or "the company") and Guangzhou Trading Group Co., Ltd. (hereinafter referred to as "the trading group") jointly funded the establishment of Guangzhou data Trading Co., Ltd. (hereinafter referred to as "the data trading company" or "the target company"), with a registered capital of 100 million yuan, The trading group invested 70 million yuan with its own capital, accounting for 70% of the registered capital; The company invested 30 million yuan with its own capital, accounting for 30% of the registered capital.
According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, this investment does not need to be submitted to the board of directors for deliberation; It 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.
2、 Basic information of counterparty
Company name: Guangzhou Trading Group Co., Ltd
Unified social credit Code: 91440101ma9y7hpj3a
Type: limited liability company (solely state-owned)
Registered capital: RMB 110 million
Legal representative: Luo Junfu
Date of establishment: December 1, 2021
Address: Room 201, No. 2, Chenghui street, Nansha street, Nansha District, Guangzhou
Business scope: enterprise headquarters management; Unit logistics management services; business management; Public utilities management services; Supply chain management services; Financial consultation; Information consulting services (excluding licensed information consulting services); Socio economic advisory services; Bidding agency services; Government procurement agency services; Procurement agency services; Enterprise management consulting; Internet data services; Blockchain technology related software and services; Network technology services; Artificial intelligence public data platform; Big data services; Data processing and storage support services; Information technology consulting services; Computer system services; estate management; Non residential real estate leasing; Research on policies and regulations; Standardized services; Engineering management services; Internet information services; Medical device Internet information service; Drug Internet information service.
Equity structure: Guangzhou Municipal People's government holds 100% of its equity.
Other notes: the trading group does not belong to the dishonest executee.
3、 Basic information of investment object
Company name: Guangzhou Data Trading Co., Ltd
Unified social credit Code: 91440115ma9yb8cu8u
Type: other limited liability companies
Registered capital: 100 million yuan
Legal representative: Yi Zhixiong
Date of establishment: March 3, 2022
Address: room 206, No. 2, Chenghui street, Nansha street, Nansha District, Guangzhou (office only)
Business scope: data processing services; Big data services; Internet data services; Data processing and storage support services; Blockchain technology related software and services; Information technology consulting services; Software development; Information system integration service; Software sales; Information consulting services (excluding licensed information consulting services).
Ownership structure:
No. name of contributor proportion of registered capital contributed to registered capital (RMB 10000)
1 Guangzhou Trading Group Co., Ltd. currency 700070%
2 Grg Banking Equipment Co.Ltd(002152) currency Guangzhou Improve Medical Instruments Co.Ltd(300030) %
Total -- 1 Shenzhen Ecobeauty Co.Ltd(000010) 0%
4、 Main contents of shareholders' capital contribution agreement
Grg Banking Equipment Co.Ltd(002152) and the trading group have agreed to jointly contribute to the establishment of a data trading company. Both parties have signed a shareholder contribution agreement. In addition to the above "basic information of the investment object", the main contents are as follows:
Party A: Guangzhou Trading Group Co., Ltd
Party B: Grg Banking Equipment Co.Ltd(002152)
1. Registered capital and contribution period
1.1 the registered capital of the subject company is 100 million yuan only.
1.2 the capital contribution period of the target company is December 31, 2027, and the basic account of the target company shall be opened within 10 working days after the business license of the target company is issued. Each party shall, within 10 working days after receiving the notice of payment of subscribed registered capital issued by the target company, inject the subscribed capital into the account of the target company.
2. Restricted equity guarantee
Without the unanimous consent of all shareholders, no shareholder shall use all or part of the equity of the subject company held by him as any guarantee.
3. Corporate governance
3.1 the subject company has a board of directors, which is composed of five directors. Party A nominates 4 directors and Party B nominates 1 Director; Directors are elected by the shareholders' meeting. The board of directors has one chairman, who is recommended by the board of directors from among the directors nominated by the trading group and elected by more than half of all directors of the board of directors. The chairman is the legal representative of the target company. The board meeting of the target company can be held only when more than half of the directors are present. Resolutions made by the board of directors must be adopted by more than half of all directors.
3.2 the target company implements the general manager responsibility system under the authorization of the board of directors. The target company has a general manager, who is appointed or dismissed by the board of directors; The deputy general manager shall be nominated by the general manager and appointed or dismissed by the board of directors.
3.3 the target company has two supervisors, one recommended by Party A and one recommended by Party B.
4. Liability for breach of contract
4.1 once this agreement is signed, all parties must consciously abide by it. If either party fails to fully perform its obligations in accordance with the provisions of the agreement, unless otherwise agreed in this agreement, the breaching party shall pay the observant party liquidated damages of 10% of the registered capital of the subject company (for the avoidance of doubt, the breaching party shall compensate each observant party for the above liquidated damages). If the liquidated damages are insufficient to make up for the losses caused to the observant party by the breach of contract, The breaching party shall also continue to compensate for relevant losses.
4.2 if either party fails to pay its capital contribution within the time specified in this agreement, it shall pay liquidated damages at 0.01% of the payable but unpaid registered capital to the observant party for each day of delay until it makes up the amount of capital contribution it should pay. If the capital contribution is not paid up within 60 days of the time agreed in this Agreement and the articles of association of the subject company due to force majeure, the observant party has the right to terminate the agreement, and the breaching party shall pay liquidated damages to the observant party at 10% of the registered capital of the subject company (for the avoidance of doubt, the breaching party shall compensate each observant party for the above liquidated damages), If the liquidated damages are insufficient to make up for the losses caused to the observant party by the breach of contract, the breaching party shall continue to compensate for the relevant losses.
5. This Agreement shall come into force from the date of sealing by both parties.
5、 Purpose of foreign investment and its impact on the company
With the continuous expansion of the scale of China's digital economy, data has become a basic strategic resource and revolutionary key element in the digital era. In the future, with the development and application of intelligent technology, the development, sharing, exchange and circulation of data will become a trend, and data transaction will become an important driving force for mining data value.
The establishment of the data trading company is an important measure for the company to layout the core industries of digital economy and deeply implement the development strategy of artificial intelligence. On the one hand, it helps the company to use its own technology accumulation and the huge digital economy market in Guangzhou to cut into the data trading market with equity as the link and seize the first mover advantage of the industry. On the other hand, this will consolidate the company's layout in the field of artificial intelligence and big data, promote the company to further explore the economic value generated by data flow and big data enabling industry, and help the company gradually implement its artificial intelligence strategy.
This investment is not expected to have a significant impact on the company's operating performance this year.
6、 Existing risks and Countermeasures
In view of macro policies, market changes and other factors, the data trading company has certain market risks, management risks, R & D risks and other risks in the business process. There is still some uncertainty whether the future business development meets the expectations. We will pay close attention to the changes of the investment environment and professional development of the company, and give full play to the advantages of all parties on the basis of the above-mentioned investment policies and professional development, so as to create a good investment and management team. Please pay attention to investment risks.
7、 Documents for future reference
1. Shareholders' capital contribution agreement;
2. Business license.
It is hereby announced!
Grg Banking Equipment Co.Ltd(002152) board of directors
February 2023
