Securities code: 300868 securities abbreviation: Shenzhen Jame Technology Corp.Ltd(300868) Announcement No.: 2022-005 Shenzhen Jame Technology Corp.Ltd(300868)
Announcement on foreign investment and establishment of joint venture 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.
Shenzhen Jame Technology Corp.Ltd(300868) (hereinafter referred to as " Shenzhen Jame Technology Corp.Ltd(300868) " or "the company") convened the 13th meeting of the third board of directors on January 14, 2022, deliberated and adopted the proposal on foreign investment and establishment of joint venture subsidiaries, It is agreed that the company and Shenzhen Tianlong Internet of things Co., Ltd. (hereinafter referred to as "Tianlong") cooperate to establish "Nanchang Jielong Technology Co., Ltd." (hereinafter referred to as "Jielong", and the final name shall be subject to the actual approval of the Administration for Industry and Commerce). The registered capital of Jielong is 10 million yuan, of which Shenzhen Jame Technology Corp.Ltd(300868) subscribed 5.1 million yuan, with a shareholding ratio of 51.00%; Tianlong subscribed 4.9 million yuan, with a shareholding ratio of 49.00%. The details are hereby announced as follows:
1、 Overview of foreign investment
(I) basic information
In order to meet the needs of business expansion and strategic development, the company plans to cooperate with Shenzhen Tianlong Internet of things Co., Ltd. (hereinafter referred to as "Tianlong") to establish "Nanchang Jielong Technology Co., Ltd. (hereinafter referred to as" Jielong ", and the final name shall be subject to the actual approval of the Administration for Industry and Commerce). The registered capital of Jielong is 10 million yuan, of which Shenzhen Jame Technology Corp.Ltd(300868) subscribed 5.1 million yuan, with a shareholding ratio of 51.00%; Tianlong subscribed 4.9 million yuan, with a shareholding ratio of 49.00%.
(II) review
Within the scope of the approval authority of the board of directors of the company, this foreign investment has been deliberated and adopted at the 13th meeting of the third board of directors and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
(III) related party transactions
According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, this foreign investment does not constitute a related party transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of partners
Company name: Shenzhen Tianlong Internet of things Co., Ltd
Registered address: 26-001, west side of Tianlong mobile headquarters building, Tongfa South Road, Xili community, Xili street, Nanshan District, Shenzhen
Registered capital: 10 million yuan
Unified social credit Code: 91440300061421394q
Enterprise type: limited liability company
Legal representative: Lin Wentan
Date of establishment: January 9, 2013
Main business scope: general business items include: Sales of class II medical devices, research and development of wearable smart devices, smart car devices, electronic components, wireless communication products, digital electronic products, network products (excluding restricted items), digital products, audio-visual equipment, communication equipment, smart products, mobile phones and related accessories, technology development, technology transfer Technical consultation, technical promotion and wholesale and retail; Design, development and technical services of electronic products, intelligent equipment software and hardware and computer software and hardware; Technology development, consultation and technical services of Internet of things technology, information system integration, communication technology, automation technology and scientific and technological information; Operate import and export business (if the above needs approval according to laws, administrative regulations, decisions of the State Council, etc., it can be operated only after obtaining relevant approval documents according to law). The licensed business items are: the production of mobile phones and peripheral accessories. Technology development, production and sales of e-cigarettes (excluding tobacco products) and related accessories.
Shareholder and shareholding ratio: the shareholder is Shenzhen Tianlong Mobile Technology Co., Ltd., with a shareholding ratio of 100%. The financial data of recent three years are as follows:
Unit: Yuan
Project 2018 2019 2020
Total assets 7876874.72 38871270.97 23865024.08
Liabilities 16000.00 40912315.61 50118614.80
Owner's equity 7860874.72 -2041044.64 -26253590.72
Operating income - 7899489.01 6547434.09
Net profit -39241.07 -9901919.36 -24212546.08
3、 Basic information of the proposed joint venture
Company name: Nanchang Jielong Technology Co., Ltd
Registered address: Nanchang City (subject to industrial and commercial registration information)
Registered capital: 10 million yuan
Legal representative: Lin Wentan
Main business scope: general business items are: import and export of goods and technology; Invest in the establishment of industries (excluding projects prohibited by laws, administrative regulations and the provisions of the State Council and requiring pre-approval). The licensed business projects are: R & D, design, production and sales of fashion consumer electronic accessories such as electronic products, communication products, intelligent electronic products and mobile intelligent terminal accessories; R & D, design, production and sales of hardware products and molds; R & D, design, production and sales of new technologies and new materials. (subject to industrial and commercial registration information)
Name of shareholder subscribed capital contribution (10000 yuan) shareholding ratio
Shenzhen Jame Technology Corp.Ltd(300868) 510.00 51.00%
Shenzhen Tianlong Internet of things Co., Ltd. 490.00 49.00%
Operating period: 20 years
4、 Main contents of cooperative operation contract
(I) both parties
Party A: Shenzhen Jame Technology Corp.Ltd(300868)
Party B: Shenzhen Tianlong Internet of things Co., Ltd
(II) registered capital and payment
The registered capital of the company is RMB 10 million. The subscribed capital contribution of Party A is RMB 5.1 million, accounting for 51% of the registered capital of the company; The subscribed capital contribution of Party B is RMB 4.9 million, accounting for 49% of the registered capital of the company. The subsequent capital increase shall be negotiated by both parties according to the business situation.
Party A's contribution in currency or production equipment is directly converted into registered capital according to the book value (i.e. the net value after equipment depreciation). Party B shall make capital contribution in currency. Both parties shall complete the obligation of contribution before December 31, 2023.
The equity structure is shown in the table below:
Name of partner contribution method subscribed capital contribution (10000 yuan) shareholding ratio
Shenzhen Shenzhen Jame Technology Corp.Ltd(300868) Technology Co., Ltd. contributes in kind or
510.00 51%
Monetary contribution of limited company
Shenzhen Tianlong Internet of things
Monetary contribution 490.00 49%
limited company
(III) corporate governance structure
Shareholders' meeting: the shareholders' meeting is composed of all shareholders. It is the highest authority of the company and is convened in accordance with the procedures specified in the articles of association. The functions and powers of the shareholders' meeting shall be exercised in accordance with the provisions of the company law, and those not provided for in the company law shall be exercised in accordance with the provisions of the articles of association. The articles of association stipulates that the following matters must be approved by shareholders representing more than two-thirds of the voting rights:
1. Elect and replace directors, supervisors and managers who are not staff representatives, and decide on the remuneration of directors, supervisors and managers;
2. Review and approve the company's annual financial budget plan and final account plan;
3. Determine the company's business policies and matters involving foreign investment of more than 2 million yuan or domestic investment of more than 5 million yuan;
4. Matters providing external guarantee (mortgage, pledge, guarantee, etc.)
Board of directors: the company has a board of directors composed of three directors, of which Party A nominates two directors and Party B nominates one director, which is elected by the shareholders' meeting. The company has a chairman, who is nominated by Party B and elected by the board of directors. The board of directors shall be responsible to the shareholders' meeting, and its functions and powers shall be exercised in accordance with the provisions of the company law. If there is no provision in the company law, it shall be exercised in accordance with the provisions of the articles of association.
Management: the company has a general manager, who is nominated by Party B and employed by the board of directors. The general manager shall be responsible to the board of directors, and his functions and powers shall be exercised in accordance with the provisions of the company law. If there is no provision in the company law, he shall be exercised in accordance with the provisions of the articles of association. The company has two deputy general managers, one nominated by Party A and one nominated by Party B. The company has one chief financial officer appointed by Party A. The chief financial officer is the financial director of the company. The legal representative of the company shall be the general manager.
Board of supervisors: the company sets up a board of supervisors, which is composed of three supervisors, one recommended by Party A and Party B respectively, one employee supervisor, and the supervisor of Party B serves as the chairman of the board of supervisors. The functions and powers of the board of supervisors shall be exercised in accordance with the relevant provisions of the company law, and those not provided for in the company law shall be exercised in accordance with the provisions of the articles of association.
(IV) rights and obligations of both parties
Common rights: jointly decide the preparation matters during the preparation period of the company; Have the right to put forward modification opinions when the conditions agreed in the contract change; When one party breaches the contract or causes losses, it is entitled to compensation or compensation; After the company is established according to law, it shall enjoy other rights that investors should enjoy in accordance with relevant laws and regulations of the people's Republic of China and the articles of Association;
Joint obligations: to engage in the establishment of the company in accordance with the relevant laws and regulations of the state, and neither party shall engage in illegal activities in the name of establishing the company; Pay the capital contribution in the prescribed time and manner; Bear the expenses and debts incurred when the company cannot be established in the agreed manner; Compensate or compensate the observant party if it fails to perform its capital contribution obligations within the agreed time limit and amount; All documents and certificates required for the application and registration of the company shall be provided in time to provide various services and convenience for the establishment of the company.
(V) dispute resolution
Any dispute arising from the cooperative operation contract shall be settled by both parties through negotiation. If the negotiation fails, it shall be submitted to Shenzhen International Arbitration Court for arbitration in Shenzhen in accordance with the Commission's effective arbitration rules at the time of applying for arbitration. The arbitration award is final and binding on both parties.
5、 Purpose, risks and impact on the company of the establishment of the joint venture subsidiary
(I) investment purpose
The capital source of this investment is its own funds. The establishment of a joint venture with Shenzhen Tianlong Internet of things Co., Ltd. this time can enable the company to further expand its business, reach a higher level in the R & D and manufacturing of mobile intelligent terminal accessories, and promote the coordinated development of the company's upstream and downstream businesses.
(II) investment risk
Before the establishment of the joint venture company, it needs to be reviewed or filed by the local administrative department, which has a certain approval risk; After its establishment, the joint venture may face macroeconomic, market environment, policy adjustment, internal management and other risk factors. In the future, the company will pay close attention to relevant risk changes and strengthen internal management to actively prevent and respond to risks. (III) impact on the company
The establishment of the joint venture is a decision made in combination with the company's long-term development strategy, which is conducive to promoting bilateral strategic cooperation, further expanding business, realizing mutual benefit and win-win results, does not affect the normal development of the company's main business, and will not damage the interests of the company and all shareholders. At the same time, it can further improve the overall performance level of the company and seek better return on investment for the company and shareholders.
6、 Opinions of independent directors
After review, we believe that the company's foreign investment to establish a joint venture subsidiary meets the needs of the company's operation and strategic development, can further promote the coordinated development of upstream and downstream businesses, and help the company to a higher level in the field of mobile intelligent terminal accessories R & D and manufacturing. The use of the company's own funds in this investment will not affect the company's normal production and operation activities, will not have a significant adverse impact on the company's financial and operating conditions, and will not damage the interests of the company and all shareholders.
Therefore, we unanimously agree to the implementation of the proposal on foreign investment and establishment of joint venture subsidiaries.
7、 Other
Risks and opportunities coexist in the company's foreign investment. The company will strengthen management, actively prevent risks, and timely perform the obligation of information disclosure in strict accordance with relevant regulations and follow-up progress. Please invest rationally and pay attention to investment risks.
8、 Directory of documents for future reference
1. Shenzhen Jame Technology Corp.Ltd(300868) resolution of the 13th meeting of the third board of directors;
2. Shenzhen Jame Technology Corp.Ltd(300868) independent directors' independent opinions on relevant matters of the 13th meeting of the third board of directors;
3. Cooperative operation contract.
It is hereby announced.
Shenzhen Jame Technology Corp.Ltd(300868) board of directors
January 14, 2022
