Securities code: Western Regions Tourism Development Co.Ltd(300859) securities abbreviation: ST Xiyu Announcement No.: 2022022 Western Regions Tourism Development Co.Ltd(300859)
Announcement on foreign investment and establishment of holding subsidiaries
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.
Western Regions Tourism Development Co.Ltd(300859) (hereinafter referred to as "the company") held the 9th meeting of the 6th board of directors and the 8th meeting of the 6th board of supervisors on April 26, 2022, deliberated and adopted the proposal on foreign investment and establishment of holding subsidiaries. The board of directors agreed to the company's foreign investment and establishment of holding subsidiaries. The specific contents are as follows:
1、 Overview of foreign investment
1. In order to better grasp the development trend of digital transformation of tourism industry and deeply tap the destination online tourism service market, based on the common cooperative business philosophy, respective brand influence and complementary advantages of resources, The company and Shanghai Jingyu Intelligent Technology Co., Ltd. (hereinafter referred to as "Shanghai Jingyu") jointly invested to establish a holding subsidiary Xinjiang Xiyu Intelligent Cloud Technology Co., Ltd. (tentative name, specific name shall be subject to the approval of the competent administrative authority for Industry and commerce, hereinafter referred to as "the joint venture"). The registered capital of the joint venture is 15 million yuan, of which the company invested 10.5 million yuan with its own capital, accounting for 70% of the registered capital; Shanghai Jingyu invested 4.5 million yuan, accounting for 30% of the registered capital.
2. This transaction does not constitute a connected transaction or a major asset reorganization of a listed company as stipulated in the administrative measures for major asset reorganization of listed companies. According to the relevant provisions of the articles of association, this investment can be implemented within the scope of the approval authority of the board of directors of the company, and it is not necessary to submit it to the general meeting of shareholders of the company for deliberation.
2、 Basic information of partners
1. Company name: Shanghai Jingyu Intelligent Technology Co., Ltd
2. Unified social credit Code: 91310114ma1gw8rp6p
3. Type of investment: natural holding company or limited liability company
4. Date of establishment: April 16, 2019
5. Registered capital: 50 million yuan
6. Legal representative: Liu CAI
7. Registered address: room j2369, No. 6, Lane 129, Huajiang highway, Jiading District, Shanghai
8. Business scope: engaged in technology development, technology transfer, technical consultation and technical services in the professional technology fields of intelligence, computer, information, Internet of things, new energy and new materials, computer system integration, computer services (except Internet access services), network technology (not engaged in technology intermediary), network engineering, database management of digital works, cloud platform services, cloud software services, E-commerce (not engaged in value-added telecommunications and financial services), sales of computers, software and auxiliary equipment, import and export of goods and technology, graphic design and production, cultural and artistic exchange planning, business consultation, enterprise marketing planning, enterprise image planning, market information consultation and survey (not engaged in social survey, social survey, public opinion survey and public opinion poll), conference services, exhibition and display services, Organization and planning of public relations activities, sports event planning, etiquette services, enterprise management consulting, brand management, design, production and agency of various advertisements, ticketing agency, advertising through its own media and Tourism Consulting (not engaged in travel agency business). [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
9. Equity structure: Shanghai Qichuang Tourism Group Co., Ltd. holds 51% equity, Liu Cai holds 25% equity, and Shanghai Jingming information technology development partnership (limited partnership) holds 24% equity.
10. Description of association relationship: there is no association relationship between Shanghai Jingyu Intelligent Technology Co., Ltd. and the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc; The above counterparties do not have any relationship with the company and its shareholders, directors, supervisors and senior managers who currently hold more than 5% shares; The above-mentioned counterparties are not dishonest Executees.
3、 Basic information of investment and establishment of joint venture
1. Company name: Xinjiang Xiyu smart cloud platform technology Co., Ltd. (tentative name)
2. Organization form: limited liability company
3. Registered capital: 15 million yuan
4. Registered address: 4th floor, Tianji building, No. 128, Jiefang North Road, Tianshan District, Urumqi
5. Business scope: business agent service; Ticket agency service; Ticket agent; Parking service; Conference and exhibition services and event planning; Sales agent; E-commerce and Internet sales (except for the sale of goods requiring license); Internet of things application services; Information consulting services (excluding licensed information consulting services); Travel agency service outlets, tourism solicitation and consulting services; Software development; Big data services; Information technology consulting services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Car Rental; Property management (except for licensed business, it can independently operate projects not prohibited or restricted by laws and regulations)
6. Equity structure: the company invested 10.5 million yuan, accounting for 70% of the registered capital of the joint venture; Shanghai Jingyu invested 4.5 million yuan, accounting for 30% of the registered capital of the joint venture.
The above contents shall be subject to the registration and filing of the market supervision and administration department.
4、 Purpose, existing risks and impact on the company of foreign investment
1. Investment purpose:
This foreign investment establishes a joint venture company, relying on the brand and resource advantages of all partners, to carry out overall digital integrated operation, integrated construction and expansion of the company's tourism resources such as destinations; From the perspective of tourists, build an online service platform with scenic spot service as the core, achieve the linkage operation of multiple scenic spots and related tourism resources in the company, actively enable the company to make in-depth layout in the smart tourism industry chain, and promote the sustainable, stable and healthy development of the joint venture, which is in line with the company's long-term planning and development strategy.
2. Existing risks:
The investment target may be affected by covid-19 epidemic, economic environment, macro policies, Internet industry development and market changes, operation and management and other factors in the operation process, and there may be a risk that the operation and later expansion of the marketing platform are not as expected.
The company will actively pay attention to the changes in the economic and policy environment, closely track the development of the industry and market changes, strengthen the governance and internal control of the newly established joint venture, improve the level of operation and management, strengthen market development and publicity, constantly adapt to market changes, give full play to the role of integrated marketing, actively respond to and prevent possible risks and minimize investment risks.
3. Impact on the company:
The capital source of this investment is the company's own funds, which will not affect the normal operation of the company's production and operation activities. After the completion of this transaction, the joint venture will become a holding subsidiary of the company and be included in the scope of the company's consolidated financial statements, which will not have a significant impact on the company's financial and operating conditions.
According to the follow-up progress of this foreign investment, the company will timely perform the obligation of information disclosure in accordance with relevant regulations. Please pay attention to investment risks.
5、 Documents for future reference
Western Regions Tourism Development Co.Ltd(300859) the resolution of the 9th meeting of the 6th board of directors.
Western Regions Tourism Development Co.Ltd(300859) the resolution of the 8th meeting of the 6th board of supervisors. It is hereby announced.
Western Regions Tourism Development Co.Ltd(300859) board of directors
April 27, 2022
