Securities code: 603778 securities abbreviation: Beijing Qianjing Landscape Co.Ltd(603778) Announcement No.: pro 2022-017 Beijing Qianjing Landscape Co.Ltd(603778)
Announcement on the progress of equity investment funds invested by the company
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 equity investment fund invested and established by Beijing Qianjing Landscape Co.Ltd(603778) (hereinafter referred to as “the company”) has completed the industrial and commercial registration, and its name is determined as “Shenzhen Guoxin Cameron culture and technology investment partnership (limited partnership)” (hereinafter referred to as “Shenzhen Guoxin Cameron”).
Shenzhen Guoxin Cameron and Tianjin North Film Group Co., Ltd. (hereinafter referred to as “Tianjin North film group”) signed the cooperation intention agreement in Tianjin.
Risk tips:
1. As a limited partner of Shenzhen Guoxin Cameron, the company’s capital contribution ratio is 60%. The general partner Guoxin Kechuang actually controls Shenzhen Guoxin Cameron. Shenzhen Guoxin Cameron is not included in the scope of the company’s consolidated statements and will not have a significant impact on the company’s current financial and operating conditions.
2. This intention agreement is only the preliminary intention of both parties to the transaction. The terms such as the transaction price and payment method of the underlying equity, the rights and obligations of both parties to the transaction, subsequent transaction arrangements, the preconditions for the signing of a formal agreement or the performance of the underlying equity transaction, and the liability for breach of contract of both parties have not been set. There may be a risk that the formal equity transfer agreement cannot be signed due to the failure of negotiation on the above main terms.
3. The audit and evaluation of the target company has not been carried out, and the transfer price of the underlying equity has not been determined. There may be a risk that a formal equity transfer agreement cannot be signed due to the failure of price negotiation.
4. Due to the transfer of state-owned assets, the transfer of the underlying equity needs to perform the corresponding state-owned assets approval and transaction procedures. At present, the above procedures have not been carried out. There may be a risk that the formal equity transfer agreement cannot be signed due to the failure of the approval of state-owned assets
5. At present, the net assets of the target company are negative and still in a state of loss. There is still uncertainty about whether it can achieve profit in the following years.
1、 Basic information of fund establishment
On January 10, 2022, the 21st Meeting of the Fourth Board of directors of the company deliberated and approved the proposal on investing in equity investment funds, and agreed that the company and Guoxin Kechuang Investment Management Co., Ltd. (hereinafter referred to as “Guoxin Kechuang”) Ningbo fengjuqi equity investment partnership (limited partnership) jointly established Beijing Guoxin digital technology equity investment fund (limited partnership) (tentative name, the specific name shall be subject to the industrial and commercial registration). As a limited partnership, the company subscribed 120 million yuan with its own funds, accounting for 60%, and signed the partnership agreement of Beijing Guoxin digital technology equity investment fund (limited partnership). For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 12, 2022 Announcement on investing in equity investment funds (Announcement No.: pro 2022-009).
2、 Progress of this investment
(I) industrial and commercial registration of the fund
The above equity investment fund has completed the relevant industrial and commercial registration procedures and obtained the business license issued by Bao’an Supervision Bureau of Shenzhen market supervision administration. The name of the equity investment fund is determined as Shenzhen Guoxin Cameron culture and technology investment partnership (limited partnership). The details are as follows:
1. Name: Shenzhen Guoxin Cameron culture and technology investment partnership (limited partnership)
2. Unified social credit Code: 91440300ma5h6nt288
3. Type: limited partnership
4. Main business premises: 323, building a, Shengye space, 52 tiezi Road, Gongle community, Xixiang street, Bao’an District, Shenzhen
5. Executive partner: Guoxin Kechuang Investment Management Co., Ltd. (appointed representative: Yang Dayong) 6. Business scope: engaging in investment activities with its own funds; Venture capital (limited to investment in unlisted enterprises); Organize cultural and artistic exchange activities; Software development. (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)
(II) basic information of signing cooperation intention agreement
1. Basic information of the counterparty
(1) Company name: Tianjin North Film Group Co., Ltd
(2) Registered capital: 59 million yuan
(3) Legal representative: Pang Maoming
(4) Date of establishment: December 29, 2009
(5) Business term: from December 29, 2009 to no fixed term
(6) Address: room 8009-141, No. 2, Huatian Road, Huayuan Industrial Zone, Tianjin
(7) Business scope: producing films, reproducing films of the unit, and distributing domestic films and their reproductions according to regulations; TV drama production; Film and television equipment leasing, sales and equipment integration; Organize large-scale international and Chinese literary and artistic activities; Operating performance and brokerage business; Advertising business. (if the state has special provisions on franchise within the above scope, it shall be handled in accordance with the provisions)
(8) The company has no relationship with Tianjin North film group.
2. Basic information of the target company
(1) Company name: Tianjin Binhai Cameron culture and Technology Co., Ltd
(2) Registered capital: 158695000 yuan
(3) Legal representative: Song Chunling
(4) Date of establishment: June 8, 2012
(5) Business term: June 8, 2012 to June 7, 2022
(6) Address: No. 1242, building 1, No. 188, Rixin Road, Binhai Science Park, Binhai high tech Zone, No. 13888, Jinhan highway, Tianjin
(7) Business scope: 3D film and television technology development, consultation, service, animation design and production, investment management. (if the above business scope involves industrial license, it shall be operated within the validity period with the license. If the state has special franchise provisions, it shall be implemented in accordance with the provisions.)
(8) The financial indicators for 2019 and 2020 are as follows:
Unit: Yuan
Financial indicators December 31, 2019 (Unaudited) December 31, 2020 (audited)
Total assets 125585274.43 106782392.28
Net assets -38894877.61 -58119693.46
2019 (Unaudited) 2020 (audited)
Operating income -1173284.18 3136058.97
Net profit -26205514.41 -19224815.85
(9) Major shareholders:
Serial number shareholder name shareholding ratio (%)
1 Tianjin Binhai high tech Zone Asset Management Co., Ltd. 30%
2 Cameron pace Group Limited 29%
3 Tianjin North Film Group Co., Ltd. 29%
4 FAITH ASSET MANAGEMENT,LLC 12%
(10) The company has no relationship with Tianjin Cameron and its shareholders.
(11) On December 1, 2013, Tianjin Cameron and Cameron pace Group Co., Ltd. (hereinafter referred to as “CpG”) signed the exclusive license agreement for proprietary technology and materials. Tianjin Cameron has been developing 3D TV programs and 3D movies, including 3D development, 3D consulting and 3D services in China (including Chinese mainland, Hongkong, Macao and Taiwan). CPG is a global industry leader in 3D technology and production services. It has developed and owns or has the right to use proprietary technology for providing 3D technology and services in the United States. CpG granted Tianjin Cameron the license right to use specific 3D know-how and related materials only for business purposes in China. The license is valid until June 7, 2022.
3. Main contents of cooperation intention agreement
On January 26, 2022, Shenzhen Guoxin Cameron (Party B) and Tianjin North Film Group Co., Ltd. (Party A) signed a cooperation intention agreement in Tianjin. The main contents of the agreement are as follows:
(1) Coordinate and promote the target company and CpG to continue to extend the cooperation period of not less than five years in legal forms such as signing supplementary agreements or renewing contracts for the previously signed exclusive license agreement for proprietary technology and materials, and the cooperation period will be extended from June 8, 2022 to June 7, 2027; Promote Party B’s transfer of 29% equity of the target company held by Party A.
(2) This agreement is only an intentional opinion reached by Party A and Party B on future cooperation. The specific operation still needs to be carried out in accordance with laws and regulations, state-owned assets supervision regulations and the articles of association of each party. The signing of this Agreement does not serve as an express indication of cooperation matters such as the continuation of the cooperative relationship of licensing the use of proprietary technology and materials by both parties or Party B’s transfer of the equity of the target company held by Party A Acquiescence or any other form of commitment.
(3) Any dispute arising from the performance of this agreement by both parties shall be settled through friendly negotiation. If the negotiation fails, both parties have the right to bring a lawsuit to the people’s court with jurisdiction in the place where Party A is located.
(4) This Agreement shall come into force from the date when both parties affix their official seals.
(5) No specific transaction price and delivery arrangement has been set in this Agreement; The approval of state-owned assets required for the performance of the preconditions of the agreement has not been obtained; The liability for breach of contract of each party to the transaction has not been set; The transaction payment will come from the capital contribution paid by the fund partners, and the specific payment time of the capital has not been determined.
3、 Impact on the company
As a limited partner of Shenzhen Guoxin Cameron, the company’s capital contribution ratio is 60%. The general partner Guoxin Kechuang actually controls Shenzhen Guoxin Cameron. Shenzhen Guoxin Cameron is not included in the scope of the company’s consolidated statements and will not have a significant impact on the company’s current financial and operating conditions.
Although Tianjin Cameron currently has negative net assets and is still in a state of loss, and there is still uncertainty about whether it can achieve profit in the following years, Tianjin Cameron has obtained the exclusive right to use CPG’s specific 3D proprietary technology and related materials in China. The company is optimistic about CpG and Tianjin Cameron’s 3D technology, If the foreign investment is successfully completed, it can implant 3D technology elements into the company’s equity tourism projects, make use of the site resources of the company’s tourism projects, realize 3D new tourism experience scenes, and promote the company’s strategic transformation and upgrading.
4、 Risk tips
1. As a limited partner of Shenzhen Guoxin Cameron, the company’s capital contribution ratio is 60%. The general partner Guoxin Kechuang actually controls Shenzhen Guoxin Cameron. Shenzhen Guoxin Cameron is not included in the scope of the company’s consolidated statements and will not have a significant impact on the company’s current financial and operating conditions.
2. This intention agreement is only the preliminary intention of both parties to the transaction. The terms such as the transaction price and payment method of the underlying equity, the rights and obligations of both parties to the transaction, subsequent transaction arrangements, the preconditions for the signing of a formal agreement or the performance of the underlying equity transaction, and the liability for breach of contract of both parties have not been set. There may be a risk that the formal equity transfer agreement cannot be signed due to the failure of negotiation on the above main terms.
3. The audit and evaluation of the target company has not been carried out, and the transfer price of the underlying equity has not been determined. There may be a risk that a formal equity transfer agreement cannot be signed due to the failure of negotiation on the transaction price.
4. Due to the transfer of state-owned assets, the transfer of the underlying equity needs to perform the corresponding state-owned assets approval and transaction procedures. At present, the above procedures have not been carried out. There may be a risk that the formal equity transfer agreement cannot be signed due to the failure of the approval of state-owned assets.
5. At present, the net assets of the target company are negative and still in a state of loss. There is still uncertainty about whether it can achieve profit in the following years.
The company will pay timely attention to the follow-up operation and progress of the investment fund, and continue to perform the obligation of information disclosure in accordance with the stock listing rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 – transactions and related party transactions. Please invest rationally and pay attention to risks.
It is hereby announced.
Beijing Qianjing Landscape Co.Ltd(603778) board of directors
January 27, 2022
