Securities code: China National Software And Service Company Limited(600536) securities abbreviation: China National Software And Service Company Limited(600536) Announcement No.: 2022027 China National Software And Service Company Limited(600536)
Announcement of related party transactions jointly invested with related parties
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Brief description of transaction risk: this transaction needs to be reviewed and approved by the general meeting of shareholders. After it is approved, the establishment of China soft financial investment management needs to be completed, and there is some uncertainty; The investment project may face a long payback period, and may be affected by market environment, industrial policies, operation and management and other uncertain factors in the operation process, so there is a risk that the investment will not achieve the expected return.
Name of investment object: China soft financial investment
Transaction amount: 103803356 million yuan
Brief content of the overall transaction: the company plans to adopt the method of direct investment + investment management through the proposed new subsidiary zhongruan financial investment, and jointly invest with the related party Jinxin software and other parties Huahang Chuangke to establish a limited partnership zhongruan financial investment. Among them, China soft financial investment management contributed 31100 yuan and subscribed for 0.01% of the property share of China soft financial investment. As the general partner and executive partner, it is responsible for managing the daily activities of China soft financial investment; The company, the related party Jinxin software and the other party Huahang Chuangke each contributed 1037722 million yuan to subscribe for 33.33% of its property share as a limited partner. The purpose of China soft financial investment is to make a special investment in Yi Jingjie, which is controlled by the company. China soft financial investment management is a wholly-owned subsidiary of the company. Shenzhen China soft plans to invest and establish a wholly-owned subsidiary with a registered capital of 4 million yuan.
In the past 12 months, there have been 2 connected transactions with the same connected person, with a total amount of 220 million yuan. 1、 Transaction overview
The company plans to adopt the mode of direct investment + investment through the proposed new subsidiary China soft financial investment enterprise management (Chengdu) Co., Ltd. (hereinafter referred to as China soft financial investment management), jointly invest with the related party China Power Jinxin Software Co., Ltd. (hereinafter referred to as Jinxin software) and other parties Tianjin Huahang Chuangke investment management partnership (limited partnership) (hereinafter referred to as Huahang Chuangke), Establish a limited partnership, China soft financial investment (Chengdu) enterprise management partnership (limited partnership) (hereinafter referred to as China soft financial investment). Among them, China soft financial investment management contributed 31100 yuan and subscribed for 0.01% of the property share of China soft financial investment. As the general partner and executive partner, it is responsible for managing the daily activities of China soft financial investment; The company, the related party Jinxin software and the other party Huahang Chuangke each contributed 1037722 million yuan to subscribe for 33.33% of its property share as a limited partner. The purpose of China soft financial investment is to make a special investment in Guizhou yijingjie Information Technology Co., Ltd. (hereinafter referred to as yijingjie). It will not invest in other projects. All the paid in funds of the limited partners will be used for capital increase and daily partnership operation of yijingjie, and the company will control it. In order to complete the establishment of China soft financial investment, the company plans to invest in the establishment of a wholly-owned subsidiary, Shenzhen China Soft Information System Technology Co., Ltd., to set up a wholly-owned subsidiary, China soft financial investment management. The company has a registered capital of 4million yuan and is positioned for the daily management of China soft financial investment. According to the stock listing rules of Shanghai Stock Exchange, the transaction of investing in the establishment of China soft financial investment constitutes a connected transaction jointly invested with related parties.
The company plans to adopt the method of direct investment + investment through the proposed new holding subsidiary zhongruan financial investment, and make a total contribution of no more than 389 million yuan at the price of 22.91 yuan / 1 yuan of registered capital to subscribe for the newly increased registered capital of the participating company yijingjie, up to 169723 million yuan. See the announcement of China National Software And Service Company Limited(600536) foreign investment related party transactions (2022028) for relevant matters.
As of this connected transaction, there has been no connected transaction between the listed company and the same connected person in the past 12 months, which has reached more than 30 million yuan and accounts for more than 5% of the latest audited net assets of the listed company; There are no related party transactions between different related parties with transaction categories of more than 30 million yuan and accounting for more than 5% of the latest audited net assets of the listed company (except for related party transactions that have fulfilled relevant obligations in accordance with article 6.3.6 or 6.3.7 of the Listing Rules).
In order to complete the above transaction, on April 15, 2022, the company signed the partnership agreement of China soft financial investment (Chengdu) enterprise management partnership (limited partnership) with Jinxin software and Huahang Chuangke in Beijing. China soft financial investment management will sign the above agreement after completing the establishment registration; On April 15, 2022, the company and Jinxin software signed the agreement on concerted action in Beijing.
This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. 2、 Introduction of transaction parties
Note: on November 21, 2019, China Electronics publicly issued exchangeable corporate bonds based on its total Shanghai Pudong Development Bank Co.Ltd(600000) 00 shares (about 12.13% of the total share capital of the company) and transferred them to “China Electronics Citic Securities Company Limited(600030) – 19 CLP EB guarantee and trust property special account”. According to the rules for registration and settlement of exchangeable corporate bonds of China Securities Depository and Clearing Co., Ltd., when exercising the voting right, Citic Securities Company Limited(600030) will be handled according to the opinions of China Electronics, but it shall not harm the interests of the holders of this exchangeable bond. At present, this issue of exchangeable corporate bonds is in the stock exchange period from November 27, 2020 to November 27, 2022.
(I) introduction to related parties
The board of directors has conducted necessary due diligence on the basic information of all parties to the transaction and their ability to perform the transaction.
1. Introduction to related party relationship
Jinxin software is an enterprise controlled by China Electronic Information Industry Group Co., Ltd., the actual controller of the company. It complies with the provisions on connected persons in article 6.3.3 (II) of the stock listing rules and is an affiliated party of the company. 2. Basic information of related parties
Company name: CLP Jinxin Software Co., Ltd
Nature of enterprise: limited liability company (sole proprietorship of legal person)
Registered address: Room 401, building 4, Zone C, Dongsheng Science Park, No. 66, xixiaokou Road, Haidian District, Beijing
Main office address: Room 401, building 4, Zone C, Dongsheng science and Technology Park, No. 66, xixiaokou Road, Haidian District, Beijing legal representative: Feng Minggang
Registered capital: 500 million yuan
Main business: software development; Technology development, technology transfer, technical service and technical consultation of computer science and technology, basic software, supporting software and application software; Technology import and export, agency import and export, goods import and export; Computer technology training; Computer system integration; Sales of computers, software and auxiliary equipment; Computer leasing; Rental of instruments and meters; Data processing (except for bank card centers in data processing and cloud computing data centers with pue value above 1.4); Supply chain management services; Enterprise management consulting; Conference services; Economic and trade consultation; Enterprise planning and design; Professional design services; Designing, producing, acting and publishing advertisements; Operating telecommunication business; Internet information services.
Unified social credit Code: 91110108569535501u
Date of establishment: January 26, 2011
Development status of main business in recent three years: it has developed well since its establishment.
There is no other relationship between Jinxin software and the company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
Major shareholder: CLP Jinxin Technology Group Co., Ltd. holds 100% of the equity of Jinxin software.
Main financial indicators of the last year
Unit: 100 million yuan
December 31, 2021
Total assets 26.36
Net assets 7.74
Year 2021
Operating income 43.53
Net profit 1.62
(II) introduction to other participants
1. Huahang Chuangke
Company name: Tianjin Huahang Chuangke investment management partnership (limited partnership)
Nature of enterprise: limited partnership
Registered address: Industrial incubation-5-834, North 2-204, No. 18, Haitai West Road, Huayuan Industrial Zone, Tianjin
Main office address: Industrial incubation-5-834, 2-204 north, No. 18, Haitai West Road, Huayuan Industrial Zone, Tianjin
Executive partners: Tianjin Shengao innovation investment management partnership (limited partnership), Wuhan zero innovation venture capital management Co., Ltd
Registered capital: RMB 11604324600
Main business: Investment Management
Unified social credit Code: 91120116ma078wpw5a
Development status of main business in recent three years: it has developed well since its establishment.
There is no other relationship between China Airlines Chuangke and the company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
The general partner: Tianjin Shengao innovation investment management partnership (limited partnership) accounts for about 0.8617% of the total capital contribution, Wuhan zero innovation venture capital management Co., Ltd. accounts for about 0.517%, the main partner: Chengdu Airport Xingcheng Investment Group Co., Ltd. accounts for about 249907%, and Wuhan Wanhe Xingchen management consulting partnership (limited partnership) accounts for about 258524%, And other financial investors accounted for about 477782%.
Main financial indicators of the last year: the partnership is specially established for this investment, and there is no relevant financial data at present. 2. China soft financial investment management
Enterprise name: China soft financial investment enterprise management (Chengdu) Co., Ltd. (tentative name, hereinafter referred to as China soft financial investment management, and the final name shall be subject to the approval and registration of the market supervision and administration department)
Nature of enterprise: limited liability company
Registered address: Wuhou District, Chengdu
Main office address: Chengdu
Legal representative: Sun Xiangru (tentative)
Registered capital: 4 million yuan
Main business: software development, enterprise management consulting, brand management, investment activities with its own funds, information technology consulting services, etc
Development of main businesses in recent three years: the enterprise is currently in the stage of preparation and establishment, and has not actually carried out operation activities.
Major shareholder: Shenzhen zhongruan holding 100%.
Main financial indicators of the last year: the enterprise is currently in the stage of decision-making and establishment, and there is no relevant financial data. 3、 Basic information of related party transactions
(I) subject matter of related party transactions
1. Category of related party transactions: joint investment with related parties
2. Description of ownership status: the subject matter of the transaction is a newly established partnership, with clear property rights, no mortgage, pledge and any other restrictions on transfer, no litigation, arbitration matters or judicial measures such as seizure and freezing, and no other circumstances that hinder the transfer of ownership;
3. Enterprise name: China soft financial investment (Chengdu) enterprise management partnership (limited partnership) (tentative name, hereinafter referred to as China soft financial investment, and the final name shall be subject to the approval and registration of the market supervision and administration department);
4. Main business: the enterprise is established to invest in yijingjie, and the paid in capital of the limited partners is only used for the capital increase project of yijingjie and the management expenses of the partnership.
5. Registered capital: 311347798 yuan
6. Contribution method: cash contribution
7. Major shareholders and their respective shareholding ratio
No. partner name / partner nature subscribed capital contribution shareholding ratio (%)
(10000 yuan)
1 China National Software And Service Company Limited(600536) limited partner 103772221 33.33%
2 Huahang Chuangke limited partner 103772221 33.33%
3. Jinxin Software Co., Ltd. 103772221 33.33%
4 general partner of China soft financial investment management 3.1135 0.01%
Total 311347798 100.00
8. After the completion of the transaction, the personnel arrangement of the board of directors and management of the target company: China soft financial investment management is the executive partner and general partner of China soft financial investment, responsible for the daily operation and management of the partnership and representing the partnership externally. China soft financial investment establishes a partners’ meeting. All partners, including limited partners and general partners, vote at the meeting. One partner has one vote. An investment decision-making committee shall be established as the internal decision-making body for the affairs of the partnership, and the limited partner and the general partner of the partnership shall each recommend one member.
9. This transaction will lead to the merger of the company
