Securities code: Shenzhen Dawei Innovation Technology Co.Ltd(002213) securities abbreviation: Shenzhen Dawei Innovation Technology Co.Ltd(002213) Announcement No.: 2022019 Shenzhen Dawei Innovation Technology Co.Ltd(002213)
Announcement on the signing of the termination agreement of conditional effective share subscription agreement and related party transactions between the company and the subscriber
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 related party transactions
Shenzhen Dawei Innovation Technology Co.Ltd(002213) (hereinafter referred to as “the company”), the controlling shareholder of the company, Shenzhen chuangtong Investment Development Co., Ltd. (hereinafter referred to as “chuangtong investment”) and Ms. Lian Zongmin signed the share subscription agreement with the attachment of Shenzhen Dawei Innovation Technology Co.Ltd(002213) and the share subscription agreement with the attachment of Shenzhen Dawei Innovation Technology Co.Ltd(002213) and Shenzhen chuangtong Investment Development Co., Ltd. and the conditional entry into force of Shenzhen Dawei Innovation Technology Co.Ltd(002213) and Lian Zongmin respectively on March 22, 2021.
In view of the company’s decision to terminate the non-public offering of shares in 2020, after careful study and consultation with the subscription object chuangtong investment and Ms. Lian Zongmin, the company agreed to terminate the originally signed conditional effective share subscription agreement. On March 25, 2022, the company signed the termination agreement of the conditional effective share subscription agreement between Shenzhen Dawei Innovation Technology Co.Ltd(002213) and Shenzhen chuangtong Investment Development Co., Ltd. and the termination agreement of the conditional effective share subscription agreement between Shenzhen Dawei Innovation Technology Co.Ltd(002213) and Lian Zongmin with chuangtong investment and Ms. Lian Zongmin respectively.
Chuangtong investment is the controlling shareholder of the company and Ms. Lian Zongmin is the actual controller of the company. According to the stock listing rules of Shenzhen Stock Exchange, this event constitutes a connected transaction. This matter has been deliberated and adopted at the 23rd Meeting of the 5th board of directors, and the related directors Ms. Lian Zongmin, Mr. Lian Songyu and Ms. Gao Wei have avoided voting. This transaction needs to be submitted to the general meeting of shareholders for approval. Related party chuangtong investment and related shareholders interested in this related transaction will avoid voting.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties (I) chuangtong investment 1. The basic information of chuangtong investment is as follows:
Project content
Company name: Shenzhen chuangtong Investment Development Co., Ltd
Enterprise type limited liability company
Address: No. 243-10, Futian century street, Futian District, Futian District, Shenzhen
Legal representative: Lian Zongmin
The total subscribed registered capital is 200 million yuan
Unified social credit code 91440300ma5dd5wr79
Business scope investment consultation; Investment in industry (specific projects will be reported separately); Equity investment.
Equity structure: Lian Zongmin subscribed 190 million yuan, accounting for 95%;
Lin Ningying subscribed 10 million yuan, accounting for 5%.
Office address 2410-3, building 4, century of Excellence Center and Huanggang business center, Southeast of the junction of Fuhua third road and Jintian Road, Fushan community, Futian street, Futian District, Shenzhen
Executive director and general manager Lian Zongmin
2. Main financial data of chuangtong investment in the last year
Unit: RMB 10000
Project year 2020 / December 31, 2020
Total assets 7055830
Total liabilities 5127673
Net assets 1928157
Operating income 0
Operating profit -50.15
Net profit -50.15
Net cash flow from operating activities -9.56
Net cash flow from investment activities 0.30
Net cash flow from financing activities 0
Note: the above data has not been audited
3. Chuangtong investment was established on May 23, 2016. Its business scope: investment consulting; Investment in industry (specific projects will be reported separately); Equity investment. Since its establishment, chuangtong investment has mainly engaged in investment and management of chuangtong Kerry Industrial Co., Ltd. (hereinafter referred to as “chuangtong industry”).
4. As of the reporting date, chuangtong investment and its concerted actor chuangtong industry held 40361915 shares of the company (accounting for 195932% of the total share capital of the company), and the number of Directors recommended by chuangtong investment exceeded half of the total number of directors of the Fifth Board of directors of the company. Therefore, chuangtong investment has the control of the company. Ms. Lian Zongmin, the controlling shareholder of chuangtong investment, is the actual controller of the company, and chuangtong investment is the related party of the company.
5. Chuangtong investment does not belong to the dishonest executee.
(II) Lian Zongmin
1. Lian Zongmin, female, born in 1988, Chinese nationality, has the right of abode in Hong Kong, whose domicile is Futian District, Shenzhen. She has been the chairman of the company since June 2020.
2. Ms. Lian Zongmin is not a dishonest person.
3. Main positions in the last five years
The main positions of Ms. Lian Zongmin in the last five years are as follows:
Work unit work date Job Title Relationship
June 2017 – June 2020 actual controller of directors
Shenzhen Dawei Innovation Technology Co., Ltd. June 2020 – present chairman actual controller
limited company
April 2021 – present general manager actual controller
Shenzhen Shiji Botong Investment Co., Ltd. from July 2020 to now, executive director and actual controller of the general manager
Corporate manager
Shenzhen terjia Automotive Technology Co., Ltd. has the executive director and actual controller from February 2021 to now
Limited company
Shenzhen chuangtong Investment Development Co., Ltd. from May 2016 to now, executive director, general economic controlling shareholder and actual managing controller of the company
Chuangtong Kerry Industrial Co., Ltd. November 7, 2017 – present executive director and actual controller of the general manager
reason
Zhonglian Weiner (Shenzhen) cold chain supply August 2018 – no director so far
Ying Chain Management Co., Ltd
Shenzhen baifuxin Logistics Co., Ltd. has no director since November 2015
department
From June 2016 to October 2019, the executive partner of Shenzhen chuangtong Kerry investment partnership has been cancelled
Appointed representative of the company (limited partnership)
Note: Shenzhen Shiji Botong Investment Co., Ltd. and Shenzhen teljia Automobile Technology Co., Ltd. are wholly-owned subsidiaries of the company.
4. Core enterprise and core business
As of the announcement date of this plan, Ms. Lian Zongmin’s core enterprises and core businesses are as follows:
Unit: 10000 yuan
Company name registered capital shareholding ratio main business
Shenzhen chuangtong Investment Co., Ltd. 2000095% investment consultation; Investment in industry (specific projects will be reported separately); Development Co., Ltd. equity investment
Investment in industry (specific projects will be reported separately); Investment consultation (excluding restricted projects); Computer field and computer technology consultation; Network chuangtong Kerry industry has 100038% technology development; Communication engineering; Network engineering; Development of subsidiary technical information of electronic computer and Power Co., Ltd; Biology and medicine, new chemical materials, optical electromechanical integration, aerospace, ocean and modern transportation equipment, energy and environmental protection, and civil nuclear energy technology development.
3、 Main contents of related party transaction agreement
On March 25, 2022, the company signed the termination agreement of the conditional effective share subscription agreement between Shenzhen Dawei Innovation Technology Co.Ltd(002213) and Shenzhen chuangtong Investment Development Co., Ltd. and the termination agreement of the conditional effective share subscription agreement between Shenzhen Dawei Innovation Technology Co.Ltd(002213) and Lian Zongmin with chuangtong investment and Ms. Lian Zongmin respectively. The main contents are as follows:
(I) agreement subject
Party A: Shenzhen Dawei Innovation Technology Co.Ltd(002213)
Party B: Shenzhen chuangtong Investment Development Co., Ltd., Lian Zongmin
(II) main contents
1. Both parties agree that the original share subscription agreement will be terminated from the effective date of this termination agreement, and the termination of the original share subscription agreement will no longer be legally binding on both parties. The rights and obligations of Party A and Party B under the original share subscription agreement shall be terminated without further performance, and neither party shall put forward any claim or request to the other party on the original share subscription agreement.
2. Party A and Party B unanimously confirm that, as of the date of signing this termination agreement, the effective conditions agreed in the original share subscription agreement have not been fulfilled, so the original share subscription agreement has not yet come into force, and both parties have not taken any responsibility or obligation for each other due to the signing of the original share subscription agreement, and the expenses (if any) incurred due to the signing of the original share subscription agreement shall be borne by both parties.
3. Party A and Party B unanimously confirm that there is no breach of contract, no dispute, dispute or potential dispute between both parties on the signing and termination of the original share subscription agreement, and neither party will pursue the other party’s liability for breach of contract or claim any compensation for the signing and termination of the original share subscription agreement.
4. The conclusion, performance and interpretation of this termination agreement shall be governed by Chinese law. Any dispute arising from the termination of this Agreement shall first be settled through friendly negotiation between Party A and Party B. if either party fails to settle the dispute through negotiation within 30 days from the date when it puts forward the dispute to the other party in writing, either party shall have the right to submit it to Shenzhen International Arbitration Court (Shenzhen Arbitration Commission) for arbitration in accordance with the arbitration rules in force at the time of applying for arbitration, and the place of arbitration shall be Shenzhen. The arbitration award is final and binding on all parties.
5. This Agreement shall be established from the date when the designated representative or authorized representative of Party A signs and affix the official seal and Party B signs, and shall take effect from the date when the authority of Party A approves the termination of this agreement through a resolution.
4、 Purpose and impact of related party transactions on the company
In view of the company’s decision to terminate the non-public offering of shares in 2020, after careful study and consensus with the subscribers, chuangtong investment and Ms. Lian Zongmin, the company agreed to terminate the originally signed conditional effective share subscription agreement and sign the termination agreement on relevant matters.
At present, the company’s business activities are normal. The signing of relevant termination agreements will not have a significant adverse impact on the company’s daily production and operation, and there is no damage
