Securities code: 300560 securities abbreviation: Zhong Fu Tong Group Co.Ltd(300560) Announcement No.: 2022-007 Zhong Fu Tong Group Co.Ltd(300560)
Announcement on foreign investment and establishment of holding subsidiaries
The company and all members of its board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of foreign investment
1. Basic information of foreign investment
Zhong Fu Tong Group Co.Ltd(300560) (hereinafter referred to as “the company”) convened the 15th meeting of the Fourth Board of directors on January 18, 2022, deliberated and adopted the proposal on the proposed establishment of a holding subsidiary in Shanghai, and proposed to establish a holding subsidiary “Xingzong Technology Co., Ltd.” in Shanghai (tentative name, subject to the name approved by the administrative department for Industry and commerce, hereinafter referred to as “Xingzong technology”). The company plans to invest 5.1 million yuan with its own funds, accounting for 51%.
2. Approval procedures for investment performance
According to the provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, this transaction is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. The source of investment is its own funds, which does not constitute a related party transaction and does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of establishing subsidiaries
1. Mode of contribution:
The capital source of this investment is the company’s own capital, which is invested in currency.
2. Basic information of the proposed holding subsidiary:
(1) Company name: Xingzong Technology Co., Ltd;
(2) Registered address: Shanghai;
(3) Company type: limited company;
(4) Contribution amount: 5.1 million yuan;
(5) Capital contribution:
No. shareholder name contribution amount (yuan) contribution proportion
1 Zhong Fu Tong Group Co.Ltd(300560) 5,100,000 51%
2 Shanghai Fenge Information Technology Co., Ltd. 3000000 30%
3 crown 1000000 10%
4 Fuzhou Gulou Mailang technology partnership 900000 9%
Business (limited partnership)
Total: 10000000 100%
(6) Description of related relationship: there is no related relationship between Shanghai Fenge Information Technology Co., Ltd., Mr. Wang Guan, Fuzhou Gulou Mailang technology partnership (limited partnership) and the company and its controlling shareholders, shareholders holding more than 5%, directors, supervisors and senior managers of the company.
(7) Business scope: general items: network technical services; Information technology consulting services; Computer system services; Information system integration service; Software development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of maternal and infant supplies; Sales of electronic products; Household goods sales; Sales of outdoor products; Internet sales (except sales of goods requiring license); business management; Marketing planning; China trade agency; estate management; Non residential real estate leasing; Photographic expansion service; Advertising design and agency; Advertising production; Graphic design and production; Corporate image planning; Conference and exhibition services; Sports competition organization; Import and export of goods; Technology import and export. (except for projects subject to approval according to law, business activities shall be carried out independently according to law with the business license) (subject to the actual industrial and commercial registration)
The above information shall be subject to the final approval result of relevant departments.
3、 Purpose, existing risks and impact on the company
(I) purpose of foreign investment
The purpose of this foreign investment is to give full play to the company’s experience and accumulation in supply chain over the years, build a supply chain system suitable for new retail areas such as live delivery, community distribution and cross-border e-commerce with the technical concept of “cloud edge end” based on the application of 5g technology, Internet of things and large Internet e-commerce platform, and help “made in China” better enter thousands of households, Let consumers around the world have better, faster and more convenient access to “made in China”. At the same time, establish an integrated integrated marketing platform in the process of serving relevant customers, and create a complete service chain covering marketing strategy, creative creation, media delivery, implementation supervision, effect monitoring, optimization system, traffic integration and all-round precision marketing.
(II) existing risks
1. The proposed establishment of a holding subsidiary has not been officially approved by the Department of industry and commerce, and the matter is still uncertain. After the establishment of the holding subsidiary, the operation mode is the integration and innovative application of the new generation of information technology and the new retail field, which has the risk of falling short of expectations. Please invest rationally and pay attention to the investment risk.
2. After the establishment of Xingzong technology, there may be risks in company management, resource allocation and cost control. The company will strengthen internal control, strengthen risk management, and actively prevent and respond to relevant risks.
(III) impact on the company
The establishment of holding subsidiaries by this foreign investment is in line with the company’s strategic direction and actual business needs. The company’s current financial situation is stable. The use of the company’s own funds in this foreign investment will not have an adverse impact on the company’s main business, sustainable operation ability and asset status, and will not damage the interests of the listed company and all its shareholders.
After the establishment of the above holding subsidiaries, they will be included in the scope of the company’s consolidated statements, and the scope of the company’s consolidated statements will be changed.
4、 Documents for future reference
Resolution of the 15th meeting of the 4th board of directors
It is hereby announced.
Zhong Fu Tong Group Co.Ltd(300560)
Board of directors
January 19, 2022
