Securities code: Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) securities abbreviation: Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) Announcement No.: 2022026 Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226)
Announcement on joint investment and related party transactions with related parties
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
Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) (hereinafter referred to as "the company") is committed to becoming a global leader in data services for bulk commodities and related industries. According to the development strategy of the rapid expansion of the company's industrial data service business, in order to meet the needs of the company's development, accelerate the layout of Shenzhen Agricultural Products Group Co.Ltd(000061) data service industry, increase Shenzhen Agricultural Products Group Co.Ltd(000061) data service market share and enhance competitiveness, the company plans to split the reconstruction system of Shenzhen Agricultural Products Group Co.Ltd(000061) business unit, Shandong Steel Union Shenzhen Agricultural Products Group Co.Ltd(000061) Data Co., Ltd. (the proposed name shall be subject to the approval result of the market supervision and Administration Bureau) (hereinafter referred to as "Steel Union Shenzhen Agricultural Products Group Co.Ltd(000061) ) is jointly invested and established with Mr. Zhu Junhong to engage in Shenzhen Agricultural Products Group Co.Ltd(000061) data service business. The registered capital of the subject company is 25 million yuan, of which the company plans to invest 20 million yuan with its own funds, with a shareholding ratio of 80%. Mr. Zhu Junhong plans to invest 5 million yuan with its own funds, with a shareholding ratio of 20%. At the same time, Mr. Zhu Junhong promises: within five years from the date of this announcement, I will transfer all the equity of Shenzhen Agricultural Products Group Co.Ltd(000061) of Steel Union (corresponding to the registered capital of 5 million yuan) to the core team of Shenzhen Agricultural Products Group Co.Ltd(000061) of Steel Union in an appropriate way, and the price of equity transfer is 1 yuan per registered capital in accordance with relevant laws, regulations Perform the deliberation procedures and disclosure obligations of related party transactions in accordance with the Listing Rules of Shenzhen Stock Exchange gem and the articles of association. After the completion of this investment, the steel union Shenzhen Agricultural Products Group Co.Ltd(000061) will be included in the scope of the company's consolidated statements.
Mr. Zhu Junhong, the partner of this foreign investment, is the chairman of the company. According to the Listing Rules of gem shares of Shenzhen Stock Exchange, this investment constitutes a connected transaction. However, it does not constitute a major asset reorganization specified in the measures for the administration of major asset reorganization of listed companies.
On April 13, 2022, the 18th meeting of the 5th board of directors held by the company considered and adopted the proposal on joint investment and related party transactions with related parties, and Zhu Junhong, a related director, avoided voting. The amount of this joint foreign investment and related party transaction with related parties is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation and approval.
2、 Introduction to related parties
Zhu Junhong, male, ID number: 1101011955, the incumbent company chairman, after enquiry, Mr. Zhu Jun Hong does not exist as a case of dishonest executor.
3、 Basic information of transaction object
Company name: Shandong Ganglian Shenzhen Agricultural Products Group Co.Ltd(000061) Data Co., Ltd. (tentative)
Registered capital: 25 million yuan
Business scope: general items: advertising design and agency; Advertising; Conference and exhibition services; Information consulting services (excluding licensed information consulting services); Market Research (excluding foreign-related research); Enterprise management consulting; Socio economic advisory services; Corporate image planning; Marketing planning; Information technology consulting services; Information system integration service; Industrial Internet data service; Internet data services; Big data services; Data processing services. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license
Ownership structure:
No. name of shareholder subscribed capital contribution shareholding ratio
1 Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) 2,000 80%
2 Zhu Junhong 500 20%
Total 2500100%
Capital source and contribution method: each investor intends to make contribution in cash with its own capital.
The above information shall be subject to the approval of the registration authority.
4、 Pricing basis of related party transactions
In this transaction, both parties negotiated to determine and pay the capital contribution according to the principles of fairness, impartiality and openness, and bear the corresponding responsibilities according to their respective subscribed capital contribution proportion. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized investors. The board of directors of the company will authorize the management of the company to sign relevant investment agreements and handle the establishment of Steel Union Shenzhen Agricultural Products Group Co.Ltd(000061) company.
5、 Purpose of related party transactions and its impact on the company
1. Purpose of this foreign investment
In this foreign investment, Ganglian Shenzhen Agricultural Products Group Co.Ltd(000061) was established to split the integration system of Shenzhen Agricultural Products Group Co.Ltd(000061) Business Department of the company and establish a company. It has an independent data acquisition system, analyst team and local push electric sales system, which is conducive to expanding and strengthening the data service of Shenzhen Agricultural Products Group Co.Ltd(000061) sector. It is a firm implementation of the company's continuous promotion of replicable growth mode and the battle idea of refining granularity and subdividing industrial chain according to different categories, It is conducive to the company to improve the industrial layout, strengthen the company's business ability in the Shenzhen Agricultural Products Group Co.Ltd(000061) field, give better play to the synergy of the whole industrial chain and enhance the company's core competitiveness.
Mr. Zhu Junhong, the related party, promises to transfer all the equity of Steel Union Shenzhen Agricultural Products Group Co.Ltd(000061) obtained this time to the core team of Steel Union Shenzhen Agricultural Products Group Co.Ltd(000061) in an appropriate way within five years from the date of this announcement, which is conducive to the new company, improve the incentive and restraint mechanism of the enterprise, stimulate the enthusiasm and creativity of operators, and improve the business performance of the enterprise.
2. Risks of this foreign investment
Steel Union Shenzhen Agricultural Products Group Co.Ltd(000061) is a holding subsidiary of the company after its establishment, which will be included in the scope of the company's consolidated statements. Steel Union Shenzhen Agricultural Products Group Co.Ltd(000061) may face risks in macro-economy, industrial policies, market changes, fund management, operation management and other aspects in the future operation process, and the operation status is uncertain. Therefore, the company will make use of professional management experience to improve the operation and management level and market competitiveness of the joint venture, and strive to obtain a good return on investment.
3. Impact of this foreign investment on the company
The capital source of this foreign investment is the company's own funds, which will not have an adverse impact on the company's financial and operating conditions, and there is no situation that damages the interests of the company and all shareholders. This foreign investment will help improve the comprehensive strength of the company's industrial data services, conform to the company's development strategy and have positive significance for the company's development.
6、 Review procedure
The company held the 18th meeting of the 5th board of directors on April 13, 2022 to consider the proposal. Zhu Junhong, an affiliated director, avoided voting, and other non affiliated directors unanimously agreed to the proposal. At the 15th meeting of the 5th board of supervisors held on the same day, all supervisors unanimously agreed to the proposal.
The independent directors approved the proposal in advance: the joint foreign investment with related parties is in line with the development strategy of the rapid expansion of the company's industrial data service business and is conducive to improving the company's comprehensive strength. The transaction pricing follows the principle of voluntariness, equality, fairness and rationality, and does not harm the interests of the company and all shareholders. Therefore, we agree to submit this proposal to the board of directors for deliberation.
Independent opinions of independent directors: the review procedures for foreign investment and establishment of subsidiaries with related parties comply with the provisions of relevant laws, regulations and the articles of association, and the related directors avoid voting. The investment is in line with the company's development strategy and does not harm the interests of the company and non affiliated shareholders. Therefore, we unanimously agree that the company and related parties will jointly invest in the establishment of the company and related party transactions.
7、 Total amount of related party transactions with related parties accumulated from the beginning of this year to the announcement date
Since the beginning of this year, the company has no related party transactions with Mr. Zhu Junhong.
8、 Documents for future reference
1. Resolution of the 18th meeting of the 5th board of directors;
2. Resolution of the 15th meeting of the 5th board of supervisors;
3. Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) independent directors' prior approval opinions and independent directors' opinions on relevant matters.
It is hereby announced.
Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) board of directors
April 15, 2022
