Securities Announcement No.: 1910029-0022}
Announcement on foreign investment of wholly owned subsidiaries
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Transaction overview
(I) basic information of the transaction
On January 10, 2022, after deliberation and approval of the general manager's office meeting of Shenzhen Jinjia Group Co.Ltd(002191) (hereinafter referred to as "the company"), it was agreed that Shenzhen Jinjia Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Technology Co., Ltd., a wholly-owned subsidiary of the company (tentative name, subject to the name of industrial and commercial change registration, hereinafter referred to as "Jinjia Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) science and technology"), together with Zhou Jun, Chen Xiaobai Shenzhen Jiaju Electronic Technology Co., Ltd. (hereinafter referred to as "Jiaju Electronics") signed the investment agreement on Shenzhen Jiaju Electronic Technology Co., Ltd. (hereinafter referred to as "agreement" or "this Agreement"), Jinjia Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) technology plans to increase the capital of Jiaju electronics by RMB 23.8 million (of which RMB 3333333.33 million is used to subscribe for the new registered capital, and the rest is included in the capital reserve of Jiaju Electronics). After the completion of this transaction, Jinjia Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) technology holds 40% equity of Jiaju electronics.
(II) approval procedures for foreign investment
This investment has been deliberated and approved by the general manager's office meeting of the company and does not need to be submitted to the board of directors for deliberation.
(III) this foreign investment does not constitute a connected transaction stipulated in the stock listing rules of Shenzhen Stock Exchange, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
(IV) as of the date of disclosure of this announcement, the payment and industrial and commercial change procedures have yet to be handled, and the company will timely perform the obligation of information disclosure according to the progress of transactions.
2、 Basic information of investors
Company name: Shenzhen Jinjia Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Technology Co., Ltd
Company type: limited liability company
Registered address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen (settled in Shenzhen Qianhai business secretary Co., Ltd.)
Legal representative: Qiao Luyu
Registered capital: RMB 100 million
Date of establishment: February 23, 2017
Unified social credit Code: 91440300ma5ecqt0xc
Shareholders: Shenzhen Jinjia Group Co.Ltd(002191) shareholding ratio is 100%
Business scope: venture capital (limited to investment in unlisted enterprises); Engaging in investment activities with its own funds; Asset management services invested by self owned funds; Enterprise headquarters management; Entrepreneurship space services; China trade agency; Sales agent; Import and export of goods; Technology import and export; Socio economic advisory services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Information technology consulting services; Sales of electronic products; Sales of special electronic equipment; Research and development of new material technology; Bio based material manufacturing; New material technology promotion services; Manufacturing of synthetic materials (excluding hazardous chemicals); Sales of synthetic materials; Production of chemical products (excluding licensed chemical products); Manufacturing of electronic components; Research and development of special electronic materials; Retail of electronic components; Manufacturing of other electronic devices.
Note: after deliberation and approval of the general manager's office meeting of the company, "Shenzhen Jinjia Health Industry Management Co., Ltd." plans to change the company name to "Shenzhen Jinjia Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Technology Co., Ltd." the registered capital is planned to increase from RMB 30 million to RMB 100 million, and the business scope is planned to be adjusted. The above changes are currently being promoted, The specific changes shall be subject to the industrial and commercial registration.
3、 Basic information of counterparty
(I) basic information of the counterparty
1. Zhou Jun
ID number: 4206**************
Address: Shenzhen, Guangdong******
2. Chen Xiaobai
ID number: 4600**************
Address: Lingao County, Hainan Province******
The above counterparties are not dishonest Executees.
4、 Basic information of transaction object
(I) basic information of the transaction object
Company name: Shenzhen Jiaju Electronic Technology Co., Ltd
Company address: 302, building 2, building 4, ji'antai Industrial Park, Fuqiao 1st District, Xinhe community, Fuhai street, Bao'an District, Shenzhen
Registered capital: RMB 5 million
Date of establishment: January 12, 2016
Unified social credit Code: 91440300359870838n
Business scope: general business items are: technical development and sales of electronic products, electronic cigarettes and computer software and hardware; China trade; Operating e-commerce; Operate import and export business. (except for the projects subject to approval before registration as stipulated in the above laws, administrative regulations and decisions of the State Council, the restricted projects can be operated only after obtaining permission); Sales of intelligent basic manufacturing equipment; Research and development of biochemical product technology; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of electronic fumigants (non tobacco products and non tobacco components). (except for the items subject to approval according to law, the business activities shall be carried out independently according to law by virtue of the business license) the licensed business items are: the production of electronic fumigants (non tobacco products and non tobacco components); Manufacturing of computer software, hardware and peripheral equipment; Manufacturing of electronic components; Manufacturing of daily chemical products; Intelligent basic manufacturing equipment manufacturing; Wholesale and retail of class II medical devices; Wholesale and retail of medical masks, daily masks (non-medical), protective clothing and thermometer. Import and export of goods; Technology import and export. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Shareholders and shareholding ratio before and after this transaction:
Unit: RMB 10000
Serial number shareholder name before and after this investment
Shareholding ratio of subscribed capital contribution shareholding ratio of subscribed capital contribution
Zhou Jun 450 90% 450 54%
2 Chen Xiaobai 50 10% 50 6%
3 Jinjia Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Technology 0% 333.3333 40%
Total 500 100% 833.3333 100%
(II) restrictions on the underlying assets of the transaction
There is no mortgage, pledge or other third-party rights, no major disputes, litigation or arbitration matters, and no judicial measures such as seizure and freezing.
5、 Main contents of the agreement
(I) parties
Party A: Shenzhen Jinjia Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Technology Co., Ltd. (hereinafter referred to as the "investor")
Announcement on foreign investment of wholly-owned subsidiaries page 3 of 6
Party B: Shenzhen Jiaju Electronic Technology Co., Ltd. (hereinafter referred to as the "target company")
Party C I: Zhou Jun (hereinafter referred to as "former shareholder I")
Party C II: Chen Xiaobai (hereinafter referred to as "original shareholder II")
(among the above parties, Party C 1 and Party C 2 are collectively referred to as "original shareholder" or "Party C", and Party A, Party B and Party C are hereinafter collectively referred to as "parties" and respectively referred to as "party")
(II) investment amount and payment method
All parties agree and confirm that the investor will increase the capital of the target company by RMB 23.8 million and hold 40% equity of the target company. The details are as follows:
The investor increased the capital of the target company by RMB 23.8 million in the form of monetary capital, of which RMB 3333333 million was included in the paid in registered capital and RMB 2046667 was included in the capital reserve; The original shareholders unanimously agreed to make up the remaining paid in capital contribution of RMB 1025000 respectively, and finally realize the full paid in registered capital of the target company of RMB 8333333.
The investor contributed RMB 23.8 million to the target company in two phases, including paid in registered capital of RMB 3.33333 million and capital reserve of RMB 20.466667 million.
The capital increase in the first phase is RMB 13.8 million, of which RMB 3333333 is included in the registered capital and RMB 1046667 is included in the capital reserve. It shall be paid within 7 working days after the completion of the investment preconditions agreed by the parties (except the conditions expressly exempted by the investor in writing) and confirmed in writing by the investor and the original shareholder.
The second phase capital increase of RMB 10 million shall be paid within 7 working days after the achievement of the preconditions for the payment of the second phase capital increase agreed by the parties (except the conditions explicitly exempted by the investor in writing) and the written confirmation of the investor and the original shareholder. In principle, the second phase of capital increase can only be used for strategic planning such as the establishment of a new joint venture in Indonesia.
(III) target corporate governance
1. The target company has a board of directors with 5 members, 2 directors appointed by the investor and 3 directors appointed by the original shareholder. The chairman is nominated by the original shareholders and elected by more than half of all directors. All parties agree to determine the powers, convening, convening and voting procedures of the board of directors in accordance with laws and regulations and the existing articles of association of the target company. The resolutions of the board of directors on major matters shall be adopted at the top of four fifths, and the resolutions of the board of directors on other matters shall be adopted at the top of three fifths. The specific resolutions shall be mainly agreed in the articles of association.
2. The target company does not have a board of supervisors, but has one supervisor, who is appointed by the investor.
3. After this investment, the general manager of the target company shall be the candidate nominated by the original shareholders. The announcement of the financial director on the foreign investment of the wholly-owned subsidiary is page 4 of 6
The candidate appointed by the investor shall act as the deputy general manager, and the investor shall appoint one deputy general manager to the target company.
6、 Purpose, impact on the company and existing risks of this foreign investment
(I) purpose of foreign investment and its impact on the company
Jiaju electronics is a comprehensive enterprise focusing on new types of tobacco heating non combustion related categories and integrating product R & D, production and sales. Its existing business includes the R & D and production of heating non combustion herbal cigarette bombs, heating non combustion innovative cigarette sets and automatic production equipment of heating non combustion herbal cigarette bombs. Jia Ju has fully independent intellectual property rights of the automatic filling production line of herbal medicine. Now it sells its own brand of heating non burning herbal smoke bombs, and sells products to Chinese mainland, Malaysia and other countries or regions. It also provides ODM/OEM services for overseas brand customers to burn non burning grass smoke bombs, and the sales area covers Southeast Asian countries such as Japan, Malaysia and Indonesia. And European countries such as Britain and the Czech Republic; Jiaju electronics core team has strong R & D strength of cigarette sets and rich product types, providing design and R & D services and heating non combustion cigarette sets for brand customers at home and abroad; The automatic production equipment of heating non combustion herbal smoke bomb independently developed by Jiaju electronics has been sold to the outside world, and continues to improve the performance of the equipment and broaden the market.
Based on the grasp of the development trend of new tobacco in the world, especially in China, the company continues to explore and practice the overall strategic planning layout of the new tobacco industry, and actively and continuously expand the new tobacco industry on the premise of complying with laws and regulations. Through this investment, the company will further improve the business layout in the direction of heating and non combustion of new tobacco, involving brand operation, international development and operation, innovative products, automation equipment and large-scale production, which has a synergistic and complementary effect with the existing business of the company's new tobacco sector; At the same time, the company will empower Jiaju electronics with its R & D technology, management experience and customer resources accumulated in the field of new tobacco, and continue to carry out follow-up in-depth cooperation; According to the agreement, Jiaju Electronics will actively develop relevant businesses outside China, and integrate and invest in the production capacity, customers and sales channels of new tobacco products worldwide, which will help to improve the business scale of Jiaju electronics and the profitability of the company. This foreign investment is an important part of the company's extension of the new tobacco industry chain, plays a positive role in promoting the sustainable development of the company, and is in line with the company's development strategy.
(II) possible risks
After the completion of this transaction, Jiaju electronics may face the following risks:
1. Risks related to qualification
The regulations on the implementation of the tobacco monopoly law of the people's Republic of China stipulates that "electronic cigarettes and other new tobacco products shall be implemented with reference to the relevant provisions of these Regulations". Whether Jiaju electronics can successfully obtain the relevant production and operation announcement on the foreign investment of wholly-owned subsidiaries page 5 of 6
There is some uncertainty in qualification.
2. Patent risk
When the heating non combustion cigarette sets and cigarette bombs developed and produced by Jiaju electronics are sold in some countries and regions at home and abroad, the risk of infringement of third-party patents cannot be completely eliminated.
3. Market risk
Jiaju electronic products may face market risks such as products not adapting to the market, further intensification of market competition, and investment return not meeting expectations.
The company and other shareholders of Jiaju Electronics will actively prevent and respond to risks by paying close attention to policy developments, strengthening standardized operation, strictly controlling business processes and strengthening team building.
It is hereby announced.
