Securities code: China National Software And Service Company Limited(600536) securities abbreviation: China National Software And Service Company Limited(600536) Announcement No.: 2022028 China National Software And Service Company Limited(600536)
Announcement on related party transactions of foreign investment
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 deliberated and approved by the general meeting of shareholders. After it is approved, it also needs to complete the management of China soft financial investment and the establishment of China soft financial investment, which is subject to certain 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.
Transaction target: the joint-stock company yijingjie added up to 169723 million yuan of registered capital
Transaction amount: no more than 388778424 yuan (calculated by equity, the actual contribution of the company this time is no more than 181921300 yuan)
Brief content of the transaction: the company plans to adopt the method of direct investment + investment through soft capital investment of the proposed new holding subsidiary, and make a total contribution of no more than 389 million yuan (calculated by equity, the actual contribution of the company this time is no more than 181921300 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 Yi Jingjie, up to 169723 million yuan, Among them, the company invested no more than RMB 7846 million to subscribe for the newly increased registered capital of yijingjie of up to RMB 3425271 million, and China soft capital investment invested no more than RMB 310.32 million to subscribe for the newly increased registered capital of yijingjie of up to RMB 13546986 million. The capital increase paid for this transaction is carried out by installment and confirmed one by one. Until the final delivery date, November 10, 2022, the company and China soft capital investment will confirm the final registered capital and shareholding ratio of yijingjie according to the paid in capital contribution. The registered capital of yijingjie will increase to no more than 903132 million yuan, of which the company and China soft capital investment jointly hold no more than 25% of its equity, and yijingjie is still a joint-stock company of the company. This transaction constitutes a connected transaction.
There have been 0 connected transactions with the same connected person in the past 12 months, with a total amount of 0 yuan; Related party transactions related to different types of related party transactions have accumulated once, with an amount of 56789702 million yuan.
1、 Transaction overview
At present, the company holds 7.64% of the equity of Guizhou yijingjie Information Technology Co., Ltd. (hereinafter referred to as yijingjie). According to the needs of the company’s development strategy, the company plans to adopt the way of direct investment + investment through the proposed new holding subsidiary China soft financial investment (Chengdu) enterprise management partnership (limited partnership) (hereinafter referred to as China soft financial investment), at the price of 22.91 yuan / 1 yuan of registered capital, The total capital contribution shall not exceed 389 million yuan (calculated by equity, the actual capital contribution of the company this time shall not exceed 181921300 yuan) to subscribe for the newly increased registered capital of yijingjie up to 169723 million yuan, of which the company’s capital contribution shall not exceed 7846 million yuan to subscribe for the newly increased registered capital of yijingjie up to 3425271 million yuan, and the capital contribution of China soft capital investment shall not exceed 310.32 million yuan to subscribe for the newly increased registered capital of yijingjie up to 13546986 million yuan. The capital increase paid for this transaction is carried out by installment payment and confirmed one by one. Until the final delivery date, November 10, 2022, the company and China soft financial investment will confirm the final holding of the registered capital and shareholding ratio of yijingjie according to the paid in capital contribution. The registered capital of yijingjie will increase to no more than 903132 million yuan, of which the company and China soft financial investment jointly hold no more than 25% of its equity.
According to the current appraisal, taking June 30, 2021 as the benchmark date, the appraisal value of yijingjie is 1.778 billion yuan (24.24 yuan / 1 yuan of registered capital), and the transaction price is 22.91 yuan / 1 yuan of registered capital. The difference rate between the transaction price and the appraisal is 5.49%.
Whereas, the company plans to recommend an executive as a director of yijingjie, which is a related party of the company. According to the Listing Rules of Shanghai Stock Exchange, this transaction constitutes a connected transaction of foreign investment. The premium rate between the transaction price and the book value is 178476%.
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 investment, 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 its other party Tianjin Huahang Chuangke investment management partnership (limited partnership) (hereinafter referred to as Huahang Chuangke) to establish a limited partnership 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 Yi Jingjie and 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 Yi Jingjie. The company controls China soft financial investment. In order to complete the establishment of China soft financial investment, the company plans to invest in the establishment of a wholly-owned grandson company, China soft financial investment management, through the wholly-owned subsidiary Shenzhen China Soft Information System Technology Co., Ltd. with a registered capital of 4 million yuan, which is positioned in 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. For other details, please refer to the announcement on connected transactions jointly invested by China National Software And Service Company Limited(600536) and related parties (2021027).
In order to complete the above transactions, on April 15, 2022, the company signed the investment agreement on Guizhou yijingjie Information Technology Co., Ltd. and the shareholder agreement on Guizhou yijingjie Information Technology Co., Ltd. with yijingjie, the actual controller of yijingjie and other shareholders. The subsidiary of the company, China soft financial investment, will sign the above two agreements after completing the establishment registration.
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
(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
Yi Jingjie, the investment target, is an enterprise that plans to have senior executives as its directors in the next 12 months according to the arrangement. It complies with the provisions on related parties in paragraph (IV) of article 6.3.3 of the stock listing rules of Shanghai Stock Exchange. It is an affiliated party of the company, so it constitutes a connected transaction of foreign investment.
2. Basic information of related parties
(1) Enterprise name: Guizhou yijingjie Information Technology Co., Ltd
(2) Nature of enterprise: limited liability company
(3) Registered address: 801, 8th floor, customs building, No. 349, Tuoying Zongbao Road, Guiyang comprehensive free trade zone, Guiyang, Guizhou
(4) Main office address: 24 / F, Gaoke No. 1, No. 160, Changling South Road, high tech Zone, Guiyang
(5) Legal representative: Li Jing
(6) Registered capital: 73340983 million yuan
(7) Unified social credit Code: 91520100ma6djxab73
(8) Date of establishment: December 2015
(9) Main business: database software R & D, sales and service business.
(10) Development of main businesses in recent three years: in good condition.
(11) Registered address: 801, 8th floor, customs building, No. 349, Tuoying Zongbao Road, Guiyang comprehensive free trade zone, Guiyang City, Guizhou Province.
(12) The company holds 7.6438% equity of yijingjie, which is a joint-stock company of the company. The company has no other relationship with yijingjie in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
(13) Actual controller: Li Jing
(14) Main financial indicators
Unit: 10000 yuan
December 31, 2020 November 30, 2021 December 31, 2021 February 28, 2022 (audited) (Unaudited) (Unaudited)
Total assets 260472213753220668362038629
Total liabilities 178764115332711828851217524
Net assets 8170.8 984205883951821105
2020 (audited) January November 2021 (audited) January February 2022
Audited) (Unaudited) (Unaudited)
Operating income 227899514033051446452 926.91
Net profit 455041132235 317.71 -375.52
The special audit data of tjzz (2020161) is from the general audit firm of tjz securities. As yijingjie has created two sets of solutions and two sets of application systems are also applied, the project time is prolonged, resulting in part of the revenue not recognized in 2021, resulting in a significant loss in December, and a significant decline in revenue and profit in 2021.
The company has hired zhongtianyun Certified Public Accountants (special general partnership) to issue an audit report on the financial and accounting reports of yijingjie in 2021 and the first quarter of 2022, which will be provided before the general meeting of shareholders.
(II) introduction to other participants
1. Enterprise name: China soft financial investment (Chengdu) enterprise management partnership (limited partnership) (tentative name, subject to the approval and registration of the market supervision and administration department)
2. Enterprise form: limited partnership
3. Registered capital: 311347798 yuan
4. Duration of partnership: 5 years
5. Name and capital contribution of each partner:
Partner’s subscribed capital contribution proportion subscribed capital contribution amount (10000 yuan) contribution method
China soft financial investment enterprise management general partner 0.01% 3.1135 currency
China National Software And Service Company Limited(600536) LP 33.33% 103772221 currency
Limited partner of CLP Jinxin Software Co., Ltd. 33.33% 103772221 currency
Tianjin Huahang Chuangke Investment Management Co., Ltd. 33.33% 103772221 currency
Partnership (limited partnership)
Total 100.00% 311347798
6. Mode of contribution: paid in cash.
7. Capital source and contribution progress: the capital source of the company and Jinxin software is its own capital, and the capital of Huahang Chuangke comes from its partner’s own capital.
8. Operation: the partnership is currently in the preparatory stage of establishment.
9. Financial data of the latest year: the partnership is currently in the preparatory stage of establishment, and there is no relevant financial data.
10. Investment field: invest in software and information technology services.
11. Investment projects and plans: special investment in yijingjie project.
3、 Basic information of related party transactions
(I) subject matter of transaction
1. Name and category of transaction
Name of transaction object: yijingjie added up to 169723 million yuan of registered capital
Transaction category: capital increase to related parties
2. Description of ownership status: the subject matter of the transaction is the newly issued equity, with clear property rights, no mortgage, pledge and any other restrictions on transfer, and no judicial measures involving litigation, arbitration or seizure, freezing and so on
