Securities code: Gohigh Data Networks Technology Co.Ltd(000851) securities abbreviation: Gohigh Data Networks Technology Co.Ltd(000851) Announcement No.: 2022030 Gohigh Data Networks Technology Co.Ltd(000851)
Announcement on the establishment of subsidiaries by subsidiaries of the company
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
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1. This formal investment cooperation agreement has not been signed. Except for the investor of Huangshi Changle Investment Development Co., Ltd., other investors have not been finalized and do not constitute related party transactions for the time being.
2. This transaction does not constitute a major asset restructuring.
3. The foreign investment of Datang fusion Communication Co., Ltd., a subordinate company, is uncertain. Please pay attention to the investment risk.
1、 Overview of foreign investment
Gohigh Data Networks Technology Co.Ltd(000851) (hereinafter referred to as “the company”), a subsidiary of Datang fusion Communication Co., Ltd. (hereinafter referred to as “Datang fusion”) has established an information subsidiary in Xialu District, Huangshi City. The registered capital of the company is 50 million yuan, and Datang fusion holds 55% of its equity with 27.5 million yuan, Huangshi big data Trust Alliance Information Development Inc.Ltd.Shanghai(300469) Co., Ltd. or its wholly-owned or holding subsidiary designated by Huangshi state owned Assets Management Co., Ltd. holds 35% of its equity with a capital contribution of 17.5 million yuan, and Huangshi Changle Investment Development Co., Ltd. holds 10% of its equity with a capital contribution of 5 million yuan.
The 22nd Meeting of the 9th board of directors of the company deliberated and adopted the proposal on the establishment of subsidiaries by subsidiaries of the company. Yes: 8, No: 0, abstention: 0.
Datang, a subsidiary company, has integrated this foreign investment. The formal investment cooperation agreement has not been signed, so there is a risk of success of the investment, and there is uncertainty in other investors and transaction prices, so it is impossible to judge whether it constitutes a connected transaction. According to the final investment results, if it constitutes a connected transaction, the company will perform the corresponding decision-making procedures in accordance with relevant regulations.
This investment does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies. According to the rules and regulations such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association and the rules of procedure of the board of directors, this foreign investment does not need to be submitted to the general meeting of shareholders for deliberation. For the progress of follow-up cooperation between the two sides, the company will perform corresponding review procedures and information disclosure obligations in accordance with relevant laws and regulations and the articles of association.
2、 Basic information of investors
1. Company Name: Huangshi Changle Investment Development Co., Ltd
Enterprise type: other limited liability companies
Company domicile: No. 16, Hangzhou West Road, Tuanchengshan street, Xialu District, Huangshi City
Legal representative: Hu Suqin
Registered capital: 155 million yuan
Actual controller: state owned assets supervision and Administration Commission of Huangshi Municipal People’s Government
Business scope: responsible for the acquisition, reserve, consolidation and development of state-owned land; Investment in infrastructure construction projects, old city reconstruction projects and land leveling projects in Xialu district (it is not allowed to raise funds through public deposits and fund-raising activities); Operation and management of state-owned assets and asset leasing within the scope of authorization; Be responsible for the urban franchise business authorized by Xialu district government; Engaged in real estate development and operation; Pension services; Exchange and planning of cultural and artistic activities; Technology intermediary services; Conference and exhibition services; Enterprise management consulting; Corporate image planning; Marketing planning; Property services; Rental of office buildings; Technology transfer; Accommodation services. (if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
Ownership structure:
Proportion of capital contribution in the register of shareholders (10000 yuan)
Bocom International Trust Co., Ltd. 500 3.23%
Huangshi Transportation Investment Group Co., Ltd. 1000064.52%
China agricultural development key construction fund Co., Ltd. 500032.26%
After verification, Huangshi Changle Investment Development Co., Ltd. is not a dishonest executee
2. Company Name: Huangshi dada Trust Alliance Information Development Inc.Ltd.Shanghai(300469) Co., Ltd
Company domicile: No. 19, Shengyang port, huangshigang District, Huangshi City, Hubei Province
Registered capital: 100 million yuan
Type of investment: unincorporated or limited liability company
Legal representative: Hu Haipeng
Actual controller: state owned assets supervision and Administration Commission of Huangshi Municipal People’s Government
Business scope: smart city construction; Information field management, marketing planning, technology development and data integration; R & D and sales of information products; Network information and data security consulting services, market research, network operation and maintenance and related services; Technology development, technology transfer, technical consultation and technical services in the field of computer software and hardware and network system integration; Information technology consulting services; Sales and leasing of computer software and hardware, electronic products, office supplies and office equipment; Value added telecommunication services; Information system integration services. (if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
Ownership structure:
Proportion of capital contribution in the register of shareholders (10000 yuan)
Huangshi state owned Assets Management Co., Ltd. 1 Shenzhen Ecobeauty Co.Ltd(000010) 0%
After verification, Huangshi big data Trust Alliance Information Development Inc.Ltd.Shanghai(300469) Co., Ltd. is not a dishonest executee
3. Company Name: Huangshi state owned Assets Management Co., Ltd
Company domicile: 201, 301 and 401, building 14, building 14, building 14, No. 185, Jinshan Avenue, Tieshan District, Huangshi economic and Technological Development Zone
Registered capital: 150 million yuan
Enterprise type: limited liability company
Legal representative: Cheng Shanshan
Actual controller: state owned assets supervision and Administration Commission of Huangshi Municipal People’s Government
Business scope: intermediary services such as operation and management of state-owned assets, property (stock) right trading services of state-owned assets, financing and investment, asset leasing, information consultation and agency within the scope of authorization.
Ownership structure:
Proportion of capital contribution in the register of shareholders (10000 yuan)
State owned assets supervision and Administration Commission of Huangshi Municipal People’s Government 15 Shenzhen Ecobeauty Co.Ltd(000010) 0%
After verification, Huangshi state owned Assets Management Co., Ltd. is not a dishonest executee
3、 Basic information about the establishment of the company
1. Place of establishment: Xialu District, Huangshi City.
2. Company Name: Datang Internet technology (Huangshi) Co., Ltd. (subject to industrial and commercial registration).
3. Registered capital: no more than 50 million yuan.
4. Business scope of state-owned assets, investment and management services, intermediary services, etc.
5. Company type: limited liability company
6. Capital contribution and equity structure
Capital contribution of the investor (10000 yuan per share)
Datang Integrated Communication Co., Ltd. 2750 currency 55% (self owned capital)
Huangshi big data Trust Alliance Information Development Inc.Ltd.Shanghai(300469) Co., Ltd. or Huangshi currency
35% of the total 1750 (self owned funds) or holding subsidiaries designated by the Municipal State owned Assets Management Co., Ltd
Huangshi Changle Investment Development Co., Ltd. 500 currency 10% (self owned funds)
Total 5 Tcl Technology Group Corporation(000100) %
The above establishment shall be subject to the contents approved by the Administration for Industry and commerce.
4、 Purpose of this foreign investment and its impact on the company
(I) purpose of this foreign investment
Huangshi company integrates the experience and resources accumulated in the field of industrial Internet and intelligent manufacturing in recent ten years, takes the regional smart city and enterprise informatization transformation as the main business, takes the informatization platform as the capacity output carrier, aggregates the ecology, promotes the regional industrial introduction, industrial agglomeration and industrial upgrading, and further promotes the realization of the company’s strategic layout, Enhance the company’s comprehensive competitive strength.
(II) possible risks of this foreign investment
This foreign investment is based on the company’s development strategic planning and the decision made from the long-term interests. The newly established company may have certain market risks and operation and management risks. In terms of market, the company will closely track the development trend of the industry and market changes, and adjust corresponding strategies in time; In terms of risks in operation and management, the company will use many years of operation experience to promote the specific operation of the company. The company will strengthen the corporate governance structure of the newly established company and adopt corresponding strategies to actively prevent and respond to the above risks.
(III) the impact of this foreign investment on the company’s future financial situation and operating results
The capital source of the subsidiary established by Datang fusion is its own funds, which does not involve raising funds. In the short term, it will not have a significant impact on the company’s production and operation, financial status and operating results, and there will be no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders, and will not affect the independence of the company. This foreign investment will help Datang integration to quickly enter the local market and promote the business expansion of the company. There is uncertainty in this foreign investment, and the future financial impact on the company is uncertain. The company will timely perform the corresponding information disclosure obligations according to the follow-up progress. Please pay attention to the investment risks.
5、 Documents for future reference
1. Resolution of the 22nd Meeting of the 9th board of directors.
It is hereby announced.
Gohigh Data Networks Technology Co.Ltd(000851) board of directors March 9, 2022
