Securities code: 603028 securities abbreviation: Jiangsu Safety Wire Rope Co.Ltd(603028) Announcement No.: 2022-005 Jiangsu Safety Wire Rope Co.Ltd(603028)
Announcement on foreign investment in the establishment of joint-stock subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips: the name of the established joint-stock subsidiary: Changsha Lvyin science and Technology Research Institute Co., Ltd. (tentative name, subject to the name approved and registered by the enterprise registration authority). Investment amount: 15 million yuan. Special risk tip: the establishment of a participating subsidiary still needs the registration approval of the registration authority, and the business development of the new company is still uncertain. This foreign investment to establish a participating subsidiary does not belong to related party transactions and does not constitute a major asset reorganization, so it is not necessary to submit it to the general meeting of shareholders for deliberation. 1、 Overview of foreign investment
On January 23, 2022, the 11th meeting of the Fourth Board of directors of Jiangsu Safety Wire Rope Co.Ltd(603028) (hereinafter referred to as "the company") deliberated and adopted the proposal on the company's foreign investment and establishment of joint-stock subsidiaries. According to the company's overall business development strategic plan, the company plans to establish a joint-stock subsidiary Changsha Lvyin science and Technology Research Institute Co., Ltd. with its own capital of 15 million yuan.
This foreign investment to establish a participating subsidiary does not belong to related party transactions and does not constitute a major asset reorganization, so it is not necessary to submit it to the general meeting of shareholders for deliberation. 2、 Basic information about the proposed investment and establishment of participating subsidiaries
(I) Company Name: Changsha Lvyin Technology Research Institute Co., Ltd
(II) address: first floor, building A1, Hunan Inspection and testing characteristic industrial park, No. 336, Shixue Road, Shixue street, Yuelu District, Changsha
(III) registered capital: 100 million yuan
(IV) type: limited company
(V) business scope: general items: Engineering and technology research and test development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Conference and exhibition services; Market Research (excluding foreign-related research); Socio economic advisory services; Sales of high-speed railway equipment and accessories; Sales of mechanical parts and components; Sales of eco-environmental materials; Sales of power electronic components; Environmental protection consulting services; Research and development of mechanical equipment; Sales of special equipment for environmental protection; Natural science research and experimental development; Information consulting services (excluding licensed information consulting services); Information system integration service; Information technology consulting services; Wholesale of computer software, hardware and auxiliary equipment; Retail of computer software, hardware and auxiliary equipment; Software development; Industrial design services; Technology intermediary services; New material technology promotion services; Sales of mechanical equipment; Mechanical equipment leasing; Import and export of goods; Technology import and export; Import and export agent. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
(VI) capital contribution:
Name of shareholder subscribed capital contribution (10000 yuan) equity proportion contribution method
CRRC Environmental Technology Co., Ltd. 3000 30% currency
Hunan Xiangxin water environmental protection investment and Construction Co., Ltd
3000 30% currency
Limited company
Dongguan Youyi Data Co., Ltd. 1500 15% currency
Jiangsu Safety Wire Rope Co.Ltd(603028) 1500 15% currency
Changsha cipu enterprise management partnership
1000 10% currency
(limited partnership)
Total 10000 100%/
(VII) board of shareholders, board of directors and board of supervisors of the company
1. Shareholders' meeting: the shareholders' meeting is composed of all shareholders and is the authority of the company. The functions and powers of the shareholders' meeting are stipulated in the articles of association.
2. Board of directors: there is a board of directors with 5 members, including one chairman. There are 4 directors not held by employee representatives and 1 employee representative director. The board of directors has a chairman, who is elected by the board of directors and is responsible to the board of directors. The functions and powers of the board of directors and the chairman of the board of directors shall be stipulated in the articles of association.
3. Board of supervisors: there is a board of supervisors with 3 members, including one chairman of the board of supervisors. There are 2 supervisors not held by employee representatives and 1 employee representative supervisor. The board of supervisors shall have a chairman elected by more than half of all supervisors. The functions and powers of the board of supervisors shall be stipulated in the articles of association.
(VIII) management of the company
A business organization shall be established, which is composed of general manager, deputy general manager, chief financial officer (i.e. financial person in charge) and other positions, which shall be appointed by the board of directors to be responsible for daily operation and management.
The specific industrial and commercial registration information of the participating subsidiary shall be subject to the industrial and commercial registration.
The board of directors authorizes the management of the company to handle matters related to the establishment of participating subsidiaries.
(IX) cooperative shareholders
1. CRRC Environmental Technology Co., Ltd
CRRC Environmental Technology Co., Ltd. was founded in 2017 by Crrc Corporation Limited(601766) with a registered capital of 1.5 billion yuan. As a Crrc Corporation Limited(601766) first-class management enterprise, relying on CRRC's environmental protection industry foundation and high-end equipment manufacturing capacity, CRRC environment is committed to becoming a world-class industrial green manufacturing and urban environment-friendly system solution provider with "environmental protection materials and equipment" as the core and based on the "double carbon" strategy.
2. Hunan Xiangxin water environmental protection investment and Construction Co., Ltd
Hunan Xiangxin water environmental protection investment and Construction Co., Ltd. (hereinafter referred to as Xiangxin water) was established in 2017 with a registered capital of 500 million yuan. It is a wholly-owned state-owned enterprise subordinate to Hunan Xiangjiang New Area Development Group Co., Ltd. and an important functional platform in the fields of water, environmental protection and new energy in Xiangjiang new area.
3. Guoxin Youyi Data Co., Ltd
Guoxin Youyi Data Co., Ltd. (hereinafter referred to as Guoxin Youyi), a mixed ownership enterprise initiated and established by the National Information Center in 2015, has more than 30 scientists and more than 500 technology R & D personnel with outstanding achievements in the field of new generation information technology, and plans to realize the integration of artificial intelligence, blockchain Technology platform product integrating Internet of things and big data technology: digital operating system (data OS). 3、 Purpose of this foreign investment and its impact on the company
(I) purpose of this foreign investment
1. The company's participation in Changsha Research Institute aims to support the company's existing business expansion, cultivate competitive industrialization achievements and provide key support for the company's long-term development through independent R & D, collaborative innovation and integrated innovation.
2. The company can take Changsha Research Institute as a platform to form effective coordination in R & D, production and sales through technological innovation and resource integration and with the help of its shareholders, government and other advantageous resources. 4、 Risk analysis of this investment
This investment is a strategic layout investment in the company's plan, which will not have a significant adverse impact on the company's finance and will not damage the interests of the company and all shareholders. Although this foreign investment is a prudent decision made from the long-term interests of the company, it may be different from the actual situation in the future, and there is some uncertainty in the realization of future performance. There may be risks in operation and management when the company establishes a joint-stock subsidiary. Please pay attention to the investment risk.
It is hereby announced.
Jiangsu Safety Wire Rope Co.Ltd(603028) board of directors January 23, 2022
