Stock Code: 002724 stock abbreviation: Ocean'S King Lighting Science & Technology Co.Ltd(002724) Announcement No.: 2022-004 Ocean'S King Lighting Science & Technology Co.Ltd(002724)
Announcement on investment in the establishment of a holding subsidiary and related party transactions of Shenzhen Ocean'S King Lighting Science & Technology Co.Ltd(002724) metallurgical Lighting Technology Co., Ltd
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 this foreign investment 1. Purpose of this foreign investment
In 2021, Ocean'S King Lighting Science & Technology Co.Ltd(002724) (hereinafter referred to as " Ocean'S King Lighting Science & Technology Co.Ltd(002724) " and "the company") established five industry companies in order to continue to deepen independent operation and management and further strengthen market professional operation. After one year's operation, obvious results have been achieved, and more business units have matured. In order to give outstanding Ocean'S King Lighting Science & Technology Co.Ltd(002724) cadres and employees a greater development platform and growth space and improve the rapid response ability of front-line personnel in the market, the company plans to establish a holding subsidiary through joint venture with professionals who have been deeply cultivated in the metallurgical market for many years, which is conducive to rapid response to customer needs, Enhance the market share of metallurgical industry, enhance the company's long-term sustainable development ability, and accelerate the realization of the company's development strategy. 2. Basic information of foreign investment
The company plans to jointly invest RMB 50 million with Shenzhen Guangzhi lighting No. 7 investment partnership (limited partnership), Shenzhen Guangzhi technology investment partnership (limited partnership) (hereinafter referred to as "limited partnership") and Wang He to establish Shenzhen Ocean'S King Lighting Science & Technology Co.Ltd(002724) metallurgical Lighting Technology Co., Ltd. (tentative name, and the final name shall be subject to the name approved by the industrial and commercial registration authority), Of which:
2.1 Ocean'S King Lighting Science & Technology Co.Ltd(002724) contributed a total of 40 million yuan and held 80.00% of the shares (including 26.00% of the shares of the holding subsidiary indirectly held through the limited partnership);
2.00 million yuan (2.00% shares) of the partnership;
2.3 Wang he contributed 5 million yuan and held 10.00% shares; 3. Voting of proposals considered by the board of directors
On January 10, 2022, the company held the first extraordinary meeting of the Fifth Board of directors in 2022, deliberated and adopted the proposal on investment in the establishment of a holding subsidiary and related party transactions of Shenzhen Ocean'S King Lighting Science & Technology Co.Ltd(002724) metallurgical Lighting Technology Co., Ltd., and the related directors have avoided voting. The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on related party transactions. 4. Association relationship
Some directors, supervisors and senior managers of the company (Mr. Yang Zhijie, Ms. Chen Yan, Mr. Lin Hongyu, Mr. Wang Chun, Mr. Cheng Lin, Ms. Lu Zhidan and Ms. Zeng Chunlian) intend to participate in the investment in the shares of the limited partnership. According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, the investment is a connected transaction and needs to be deliberated and approved by the general meeting of shareholders.
This investment does not constitute a major asset reorganization of a listed company as stipulated in the measures for the administration of major asset reorganization of listed companies. 2、 Basic information of the counterparty 1. Limited partnership (1) Shenzhen Guangzhi No. 7 lighting investment partnership (limited partnership). At present, it has not been established yet. The above name is tentative, and the name approved by the industrial and commercial registration authority shall prevail.
(2) Shenzhen Guangzhi technology investment partnership (limited partnership) 2. Natural person
Name, ID number, address, or related transaction?
Wang he 21148119821002 * * * * Shenzhen Guangming New Area * * * * no
According to the query on the website of the Supreme People's court "national court dishonest Executees list information publishing and query platform", Wang he does not belong to dishonest Executees. 3、 Basic information of the target company to be jointly invested (I) Shenzhen Ocean'S King Lighting Science & Technology Co.Ltd(002724) metallurgical Lighting Technology Co., Ltd
1. Mode of contribution
The holding subsidiary established by this investment will be invested by Ocean'S King Lighting Science & Technology Co.Ltd(002724) with its own funds of 40 million yuan, Wang He with its own funds of 5 million yuan and the limited partnership (employees) with 5 million yuan. If the shares of the limited partnership are not subscribed enough, the subscribed capital caused by the insufficient part shall be supplemented by Ocean'S King Lighting Science & Technology Co.Ltd(002724) and hold this part of the equity, The board of directors is authorized to make up part of the equity and Ocean'S King Lighting Science & Technology Co.Ltd(002724) part of the equity granted to other core personnel of the company in the later stage.
2. Basic information of the target company
Company name: Shenzhen Ocean'S King Lighting Science & Technology Co.Ltd(002724) metallurgical Lighting Technology Co., Ltd
Registered capital: 50 million yuan
Legal representative: Wang He
Registered address: 1 / F, building B, science and technology building, No. 1601, Gaoxin Road, Guangming Street, Guangming New District, Shenzhen
Business scope: general business items: technical development, sales and leasing of lamps; Technical services for lighting fixtures, lighting equipment and lighting systems; Development of lighting energy-saving technology; Contract energy management; Development and sales of lighting control products; Development and sales of video camera equipment, 4G transmission equipment and intelligent control system; Leasing of lamps and electromechanical equipment; Enterprise management consulting; Development and sales of video transmission monitoring lighting system and explosion-proof electrical products; Development and sales of software and hardware products in network and communication related fields; Maintenance and technical services of urban street lamps, landscape lighting and traffic facilities. Licensed business items: system integration and security engineering. Installation and commissioning of lighting fixtures, lighting equipment and lighting system; Professional contracting of urban and road lighting engineering; Production of software and hardware products in lamps, lighting control products, video camera equipment, 4G transmission equipment, intelligent control system, video transmission monitoring lighting system, explosion-proof electrical products, network and communication related fields. (the above basic information of the company is provisional, and the specific details shall be subject to the approval and registration of the local administrative department for Industry and Commerce)
3. Shareholders and contribution proportion of holding subsidiaries
Name of shareholder contribution amount (10000 contribution proportion (%) yuan)
Ocean'S King Lighting Science & Technology Co.Ltd(002724) 2700 54%
Limited partnership 1800 36%
Of which:
Ocean'S King Lighting Science & Technology Co.Ltd(002724) 1300 26%
Employee 500 10%
Wang He 500 10%
Total 5000 100%
4、 Risks of foreign investment and its impact on the company
The investment to establish a holding subsidiary is a prudent decision made from the long-term operation and sustainable development of the company, but the establishment of a holding subsidiary has certain market risk, operation risk and management risk.
After long-term market insight and many years of independent operation of the division system, the company has formed a set of independent management mechanism in management. Each management system can transition smoothly and each functional management system can operate effectively for a long time. Effective management mechanism can well deal with the market risk, operation risk and management risk of establishing holding subsidiaries. 5、 The total amount of various related party transactions accumulated with related parties from the beginning of the year to the disclosure date
From the beginning of 2022 to the disclosure date, the accumulated amount of various related party transactions between the company and the limited partnership is 0 yuan. 6、 Prior approval and independent opinions of independent directors and opinions of the board of supervisors 1. Prior approval opinions of independent directors
The independent directors believe that the company's foreign investment and establishment of holding subsidiaries and related party transactions comply with the provisions of the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant laws, regulations and normative documents, and will not have an adverse impact on the company's production and operation. This related party transaction follows the principles of voluntariness, equality, mutual benefit, fairness and fairness, There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. 2. Independent opinions of independent directors
Independent directors believe that the investment to establish a holding subsidiary is a prudent decision made from the long-term operation and sustainable development of the company, which is in line with the company's strategic planning. When the board of directors of the company deliberated on this related party transaction, the related directors avoided voting, the deliberation procedures were in line with relevant laws and regulations, normative documents and the articles of association, and there was no situation damaging the interests of the company and shareholders, especially minority shareholders. 3. Opinions of the board of supervisors
After verification, the board of supervisors believes that the investment to establish a holding subsidiary is a prudent decision made from the long-term operation and sustainable development of the company, in line with the company's strategic planning, has performed the necessary review procedures, and complies with the provisions of relevant laws and regulations. This connected transaction did not harm the interests of the company and all shareholders. 7、 Documents for future reference
1. Resolution of the first extraordinary meeting of the Fifth Board of directors in 2022
2. Prior approval opinions of independent directors on matters related to the first extraordinary meeting of the Fifth Board of directors in 2022
3. Independent opinions of independent directors on matters related to the first extraordinary meeting of the Fifth Board of directors in 2022 4. Resolutions of the first extraordinary meeting of the Fifth Board of supervisors in 2022
It is hereby announced.
Ocean'S King Lighting Science & Technology Co.Ltd(002724) board of directors January 11, 2022
