Securities code: 300394 securities abbreviation: Suzhou Tfc Optical Communication Co.Ltd(300394) Announcement No.: 2022-003 Suzhou Tfc Optical Communication Co.Ltd(300394)
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.
Suzhou Tfc Optical Communication Co.Ltd(300394) (hereinafter referred to as “the company” or ” Suzhou Tfc Optical Communication Co.Ltd(300394) “) held the seventh interim meeting of the Fourth Board of directors and the sixth interim meeting of the Fourth Board of supervisors on January 11, 2022, deliberated and adopted the proposal on joint investment and establishment of companies and related transactions with related parties. The company plans to jointly invest and establish a joint venture with Mr. Zou Zhinong with its own funds. As Mr. Zou Zhinong is the actual controller and chairman of the company and an affiliated natural person of the company, this foreign investment is a joint investment with related parties. The details are hereby announced as follows:
1、 Overview of foreign investment and related party transactions
(I) transaction content
The company plans to sign the investment cooperation agreement with Mr. Zou Zhinong, the chairman of the company, and both parties jointly contribute to the establishment of Suzhou Tianfu Star Co., Ltd. (hereinafter referred to as the “joint venture”, and the specific name shall be subject to the final approval of the market supervision and Administration Bureau). The registered capital of the joint venture is 30 million yuan. Among them, the company plans to subscribe 16 million yuan with its own funds, accounting for 53.33% of the registered capital.
(II) description of association relationship
Mr. Zou Zhinong, who participated in the investment of the joint venture, is the actual controller of the company, serves as the chairman of the company and is an affiliated natural person of the company. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, this joint investment constitutes a connected transaction.
The joint investment between the company and related parties does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
(III) required review procedures
The matter has been deliberated and adopted at the seventh extraordinary meeting of the Fourth Board of directors of the company, and the related directors Mr. Zou Zhinong and Ms. Ouyang have avoided voting. The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this matter. This matter 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 for deliberation.
2、 Basic information of transaction counterparties and related parties
(I) basic information
1. Name: Zou Zhinong
2, ID number: 2201021968********
3. Address: Suzhou Industrial Park, Jiangsu Province*******
Mr. Zou Zhinong is not a dishonest executee.
(II) mode of capital contribution
Invested with its own funds.
(III) relationship
Mr. Zou Zhinong, the actual controller of the company, serves as the chairman of the company and is an affiliated natural person of the company. According to the provisions of the Listing Rules of GEM stocks of Shenzhen Stock Exchange, this transaction constitutes a connected transaction, and this foreign investment is a joint investment with related parties.
3、 Basic information of the joint venture
1. Name: Suzhou Tianfu Star Co., Ltd. (subject to the final approval of the market supervision and Administration Bureau) 2. Registered capital: 30 million yuan
3. Company type: limited liability company
4. Registered address: Suzhou Industrial Park
5. Business scope: Internet of things technology R & D and services, software development; R & D, production and sales of sensing devices, embedded software development, technical consulting and technical services; Self support and agency of the import and export business of the above commodities and technologies.
6. The equity structure of the joint venture is as follows:
No. shareholder name / contribution method contribution amount (10000 yuan) shareholding ratio
1 Suzhou Tfc Optical Communication Co.Ltd(300394) currency 1600 53.33%
2 Zou Zhinong currency 1400 46.67%
Total 3000 100.00%
Note: the basic information of the above newly established joint venture shall be subject to the final approval of the market supervision and administration department.
4、 Pricing policy and basis of related party transactions
In this joint investment and establishment of the company with related parties, both parties shall bear corresponding responsibilities according to their respective proportion of capital contribution based on the principle of equality and mutual benefit, and there is no damage to the interests of the company and shareholders.
5、 Main contents of investment agreement
Party A: Suzhou Tfc Optical Communication Co.Ltd(300394)
Party B: Zou Zhinong
(I) capital contribution
Party A and Party B jointly contributed 30 million yuan, of which party a subscribed 16 million yuan, with a shareholding ratio of 53.33%; Party B subscribed 14 million yuan, with a shareholding ratio of 46.67%.
(II) mode of capital contribution
It is invested with its own funds, and the period of paid in capital contribution is June 30, 2022.
(III) establishment method
Party A and Party B jointly invest in the establishment of Suzhou Tianfu Star Co., Ltd. (the details shall be subject to the final approval of the market supervision and Administration Bureau).
The shareholders’ meeting of the newly established joint venture is composed of all shareholders of the joint venture and is the highest authority of the joint venture. The shareholders of the joint venture company shall exercise their voting rights at the shareholders’ meeting according to the proportion of paid in capital contribution, and the specific authority is clearly stipulated in the articles of association of the joint venture company.
The newly established joint venture has a board of directors, which is composed of 3 directors, 2 directors appointed by Party A and 1 director appointed by Party B; The joint venture does not have a board of supervisors, but has one supervisor, who is elected by the shareholders’ meeting. The specific authority is clearly stipulated in the articles of association of the joint venture.
(IV) liability for breach of contract and dispute settlement
1. Liability for breach of contract: if either party violates the agreement or fails to perform relevant obligations, the breaching party shall bear corresponding compensation liabilities; If both parties are at fault or in breach of contract, both parties shall be liable for compensation in proportion according to the specific circumstances.
2. Dispute settlement: disputes arising from the performance of this Agreement shall be settled by the parties through negotiation, and may be adjusted by relevant departments; If no negotiation or adjustment can be reached within 30 days, either party may bring a lawsuit to the court with jurisdiction where Party A is located according to law.
(V) effectiveness of the agreement
This Agreement shall come into force from the date when both parties hereto sign and seal and the board of directors of Party A considers and agrees to this transaction. 6、 Purpose of this investment, existing risks and impact on the company
(I) purpose of this investment
The purpose of this joint investment is to promote the development of the company’s new fields, new businesses, new technologies and new markets, focusing on the development of overseas markets, which is conducive to further improving the company’s overall operating capacity and promoting the realization of the company’s long-term strategic development goals.
(II) risks of this investment
In the course of operation, the joint venture may face risks in macroeconomic, industrial policies, market changes, fund management, operation management, etc., and its operation status is uncertain.
Therefore, the company will follow the principle of being positive and prudent, establish a perfect investment decision-making mechanism and internal control system, further strengthen post investment management, continue to pay attention to the operation and management of the joint venture, and carry out risk prevention and control. Please pay attention to investment risks.
(III) impact of this investment on the company
1. The capital source of this investment is the company’s own funds, which will not have a significant adverse impact on the company’s capital liquidity, financial status and production and operation.
2. After the completion of this investment, the company holds 53.33% of the equity of the joint venture and will consolidate the statements of the joint venture, which will lead to changes in the scope of the consolidated statements, and the future operation of the joint venture will have an impact on the performance of the company.
7、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of this year to the disclosure date of this announcement, the company has no other related party transactions with Mr. Zou Zhinong.
8、 Prior approval and independent opinions of independent directors
(I) prior approval opinions of independent directors
We have communicated with the company in advance on the joint investment and establishment of the company and related party transactions with related parties. After verification, we agree that according to the provisions of the Listing Rules of GEM stocks of Shenzhen Stock Exchange, Mr. Zou Zhinong, the transaction counterpart of the company’s investment, is the actual controller and chairman of the company, and is a related natural person of the company. This investment constitutes a related party transaction, The company shall perform the examination and approval procedures and information disclosure obligations in accordance with the provisions. The pricing of this connected transaction follows the principles of fairness, impartiality and openness, and there is no situation that damages the interests of the listed company and shareholders. Therefore, we unanimously agree on the joint investment and establishment of the company and related party transactions between the company and related parties, and agree to submit this proposal to the seventh interim meeting of the Fourth Board of directors of the company for deliberation.
(II) independent opinions of independent directors
After verification, we believe that the purpose of the company’s joint investment and establishment with related parties is to promote the development of the company’s new fields, new businesses, new technologies and new markets, and focus on promoting the development of overseas markets, which is conducive to further improving the company’s overall operating capacity and promoting the realization of the company’s long-term strategic development objectives. The voting procedures of this transaction comply with the relevant provisions of the company law, the articles of association and the Listing Rules of gem shares of Shenzhen Stock Exchange, and the related directors have avoided voting. This transaction follows the principles of fairness, impartiality and openness, and there is no situation that damages the interests of the company and shareholders. Therefore, we unanimously agree on the establishment of holding subsidiaries and related party transactions by the company’s foreign investment.
9、 Opinions of the board of supervisors
The company held the 6th interim meeting of the 4th board of supervisors on January 11, 2022, and deliberated and adopted the proposal on joint establishment of company and related party transactions with related parties. The board of supervisors agreed that the company would invest abroad to establish holding subsidiaries and related party transactions, which met the needs of the company’s production, operation and business development; The decision-making procedures of related party transactions comply with the relevant provisions of laws and regulations and the articles of association, the transaction price is fair and reasonable, and there is no situation that damages the interests of minority shareholders.
10、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the joint investment and establishment of the company and related party transactions between the company and related parties have been deliberated and approved by the board of directors and the board of supervisors of the company, the related directors have avoided voting, and the independent directors have expressed their prior approval opinions and agreed independent opinions on the transaction. This transaction has fulfilled the necessary decision-making procedures and complies with the provisions of the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant laws and regulations and normative documents, as well as the provisions of the articles of association. The pricing of this connected transaction follows the principles of fairness and rationality, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. In conclusion, the recommendation institution has no objection to Suzhou Tfc Optical Communication Co.Ltd(300394) the joint investment and establishment of the company and related party transactions with related parties.
11、 Documents for future reference
1. The resolution of the seventh extraordinary meeting of the Fourth Board of directors signed by the attending directors and stamped with the seal of the board of directors; 2. The resolution of the sixth extraordinary meeting of the Fourth Board of supervisors signed by the participating supervisors and stamped with the seal of the board of supervisors; 3. Prior approval opinions on matters related to the seventh interim meeting of the Fourth Board of directors signed by independent directors;
4. Independent opinions on matters related to the seventh interim meeting of the Fourth Board of directors signed by independent directors;
5. Investment cooperation agreement signed by the company and Mr. Zou Zhinong;
6. Verification opinions of Huatai United Securities Co., Ltd. on the joint investment and establishment of companies and related party transactions between the company and related parties.
It is hereby announced.
Suzhou Tfc Optical Communication Co.Ltd(300394) board of directors
