On May 13, the Capital State learned thatScience and Technology Innovation BoardThe company Hongsoft Technology (688088.SH) issued an announcement on foreign investment and related party transactions.
According to the company's overall development strategy and business needs, in order to integrate the advantageous resources of all parties, the company plans to invest in Shihai Core Map in the way of capital increase with Shunyu Industrial Fund. Among them, the company plans to subscribe for 78901 yuan of new registered capital and 1.47% equity of Shihai core map with its own capital of 8.5 million yuan, and Shunyu industrial fund plans to subscribe for RMB 10 million to subscribe for 92825 yuan of new registered capital and acquire 1.73% equity of Shihai core map. Prior to this investment, Hong soft Technology did not hold shares in Shihai Core Map, while Shunyu Industrial Fund held 4.75% equity in Shihai Core Map. After the completion of this investment, Hongsoft Technology and Shunyu Industrial Fund held 1.47% and 6.33% respectively.
According to the Company Law, the rules governing the listing of Science and Technology Innovation Board shares on the Shanghai Stock Exchange (hereinafter referred to as the listing rules) and the articles of Association, Mr. HuiDeng (Deng Hui), the actual controller, chairman and general manager (CEO) of the company, served as a member of the Investment Committee of Shunyu Industrial Fund and participated in the decision-making of Shunyu Industrial Fund project investment and other related issues. Based on the principle of substance over form and prudence, Shunyu Industrial Fund is identified as a related party of the Company, and the company and Shunyu Industrial Fund jointly invest in the sea core map to form a related transaction.
This transaction does not constitute a major asset reorganization as stipulated in the measures for the Administration of Major Asset reorganization of listed companies. Up to this related party transaction, in the past 12 months, the related party transactions related to the subject matter of the transaction between the company and the same related person or with different related parties have not reached more than 30 million yuan, and account for more than 1% of the company's latest audited total assets or market capitalization.
Mr. HuiDeng (Deng Hui), the actual controller, chairman and general manager (CEO) of the Company, serves as a member of the Investment Committee of Shunyu Industrial Fund and participates in the decision-making of Shunyu Industrial Fund project investment and other related issues. according to the Company Law, listing rules and articles of Association and other relevant provisions, based on the principle of substance over form and prudence, Shunyu Industrial Fund is recognized as a related party of the Company. The company and Shunyu Industrial Fund jointly invest in the sea core map to form a related transaction.
In February 2022, NetEase, Inc youdao (Hangzhou) Intelligent Technology Co., Ltd. increased the capital of Shihai Core Map, subscribing for 64977 yuan of new registered capital with 28 million yuan, and 259908 yuan of registered capital corresponding to the increase of capital reserve in April 2022. The company and Shunyu Industrial Fund jointly invest in Shihai Core Map, which is in line with the transaction pricing of NetEase, Inc youdao (Hangzhou) Intelligent Technology Co., Ltd., equivalent to 107.73 yuan per registered capital.
The pricing of this transaction follows the market principle, and based on the comprehensive judgment of the technical situation, market prospect and management team of the sea core map, it is fully negotiated and determined by the parties to the transaction. The pricing of this transaction follows the principles of fairness, fairness and consensus, in accordance with market rules, in line with the provisions of relevant laws and regulations, and there is no situation that is unfair or harmful to the interests of the company.
Shihai core map is a Fabless mode chip supplier, its product SoC chip can be used in mobile phones, smart home, intelligent education hardware and other terminal products, focusing on visual artificial intelligence applications. The company's proposed joint investment with Shunyu Industrial Fund, a related party of the company, is out of consideration of the company's overall development strategy and business needs, which is conducive to the company's integration of advantageous resources of all parties; the funding source of this transaction is its own capital, and this related party transaction is carried out in accordance with the principle of fairness and impartiality, there is no harm to the interests of the company and other shareholders, especially the minority shareholders, and does not affect the independence of the company.
After the completion of this transaction, there is no change in the scope of the company's consolidated statements. It will not have a significant adverse impact on the company's financial position, operating results, main business and sustainable operating capacity.