BBK announced that on February 14, 2018, BBK and Shenzhen Tencent Computer Systems Co., Ltd. and Beijing Jingdong Century Trade Co., Ltd. signed the "Strategic Cooperation Framework Agreement."
According to the relevant regulations, upon the application by the Company to the Shenzhen Stock Exchange, the Company's shares (Stock code: BBK, stock code: 002251) will resume trading from Monday, February 26, 2018.
Founded in March 1995, BBK Group mainly engages in a number of formats including retail trade, e-commerce, commercial real estate, internet finance, logistics and transportation, etc. In 2008, its subsidiary, BBK Commercial Chain Co., Ltd., was listed on the Shenzhen Stock Exchange.
The following is the backgammon announcement original:
BBK Commercial Chain Co., Ltd.
About Shenzhen Tencent Computer Systems Co., Ltd., Beijing Jingdong Century Trading Co., Ltd.
Sign "Strategic Cooperation Framework Agreement" notice
All members of the Company and the Board of Directors hereby guarantee that the contents of the Announcement are true, accurate and complete and that there are no false records, misleading statements or material omissions.
I. Overview
On February 14, 2018, BBK Business Chain Co., Ltd. (hereinafter referred to as 'Company' or 'BBK') and Shenzhen Tencent Computer System Co., Ltd. (hereinafter referred to as 'Tencent'), Beijing Jingdong Century Trading Co., Ltd. Jingdong Century ') signed the "strategic cooperation framework agreement."
The three parties agreed to establish a long-term strategic cooperative partnership based on the vision of "smart retail" and "unbounded retail". The three parties will carry out in-depth cooperation in the fields of building new capabilities, building a "digital" operating system and eventually creating a new ecology and realizing Retail industry value chain reshaping.
The signing of the "Strategic Cooperation Framework Agreement" constitutes a connected transaction, does not constitute a "major asset restructuring of listed companies management approach" provisions of a major asset restructuring of the matter has been the fifth session of the Board of Directors examined and adopted the seventh meeting of independent directors in advance Earnestly check, understand, and published an independent opinion of prior approval and consent.
Second, the basic situation of both parties to the transaction
1, BBK Business Chain Co., Ltd.
Legal representative: Wang fill
Registered capital: RMB 863,903,951
Registered Address: Shaoshan Road, Xiangtan City, Hunan Province, 309 Bebucao Building
Business: retail chain of goods (specific business by the branches, involving the national laws and regulations of the administrative licensing projects, with the business license to operate); advertising production, management; to provide business consulting services; business products and technologies Import and export business (except as prohibited and prohibited by the laws and regulations of the country); general cargo transportation (excluding dangerous chemicals and monitoring), warehousing and storage, commodity distribution, counter rental services; property management; , Food and beverage, pharmaceuticals, filming, food production and processing, sales of motorcycles and electric vehicles (limited to branch offices), retail of jewelery, recycling of used resources and waste materials (excluding hazardous waste and radioactive waste) , Processing and marketing; tobacco sales; dairy products (including infant formula milk powder) retail.
2, Shenzhen Tencent Computer System Co., Ltd.
Legal representative: Ma Huateng
Registered capital: 65 million yuan
Registered Address: High-tech Zone, Nanshan District, Shenzhen high-tech South Road, FIYTA Building 5-10 floor
Business: Computer software and hardware design, technology development, sales (excluding franchise, special control, monopoly goods and restricted items); database and computer network services; domestic commerce, supplies and marketing industry (excluding franchise, special control, Monopoly Commodities); the second category of value-added telecom services in the information services business (excluding fixed-line telephone information services and Internet information services, and according to the permit B2-20090028 number Office); information services business (Internet information services business, And according to permit B2-20090059 Guangdong Office); engaged in advertising business (laws and administrative regulations should be advertising business approval level, and then go through the examination and approval of the registration before operating); online game publishing operations (with the effective new network Certificate (Cantonese) word 010 Internet publishing license management); import and export of goods and technology.
Relationship Description: On February 14, 2018, Zhang Haixia, Sunwin Fund Management Co., Ltd. and Linzhi Tencent Technology Co., Ltd. (hereinafter referred to as "Linzhi Tencent") signed the Share Transfer Agreement and agreed that Zhang Haixia will hold its BBK 34,556,158 shares (representing 4% of the Company's total issued shares) of A shares without sales restrictions, Sunward Fund Management Co., Ltd. transferred 17,278,079 shares (representing 2% of the Company's total issued shares) of A shares of A-share of BBK Linzhi Tencent. After the share transfer is completed, Linzhi Tencent will hold 51,834,237 shares of the company, representing 6% of the company's total share capital.
Linzhi Tencent is a concerted actor of Tencent and pursuant to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and other related parties, Linzhi Tencent and Tencent are related parties of the Company, and in addition, Tencent does not have any other connected relationship with the Company.
Performance Analysis: Tencent operating in good condition, the financial position is good, with good performance ability.
3, Beijing Jingdong Century Trade Co., Ltd.
Legal representative: Liu Qiang East
Registered capital: 139,798.5564 million US dollars
Registered Address: Beijing Economic and Technological Development Zone, Beijing Kechuang 11th Street 18, Block C, 2nd Floor, Room 201
Business scope: wholesale, retail stereotypes packaging food, health food (not involved in state-run trade management of goods; involved in quota license management of goods in accordance with the relevant provisions of the state apply for); wholesale veterinary medicine; road freight transport; robot production and assembly; computer software Production and sales of self-produced products; basic software services; technology development, technical advice, technical services, technology transfer, technical training; software development, software design; robotics research and development; computer network technology development; equipment installation and maintenance; computer system integration; Machinery and equipment, household appliances, electronic components, Wujinjiaodian, electronic products, stationery, photographic equipment, computers, software and ancillary equipment, cosmetics and hygiene products, chemical products (excluding hazardous chemicals and a precursor chemicals (Excluding contraceptives), fresh fruits, vegetables, salt, fodder, flowers, seeds, decorative materials, communications equipment, supplies, sports goods, general merchandise, stamps, textiles, garments, daily necessities, furniture, gold and silver jewelery, Building materials, craft gifts, watches and clocks, glasses, toys, car and motorcycle parts, Wholesale, Commission Agents (except Auction), Retail, Import & Export and Acting Import and Export of Machinery, Instruments, Sanitary Ware, Ceramics, Rubber and Plastic Products, Motorcycles, Smart Cards, Fertilizers, Pesticides, Livestock (Excluding Beijing) Business; photography services; warehousing services; conference services; provide labor services (labor dispatch, labor cooperation except); economic information consultation; education consulting (excluding study abroad and intermediary services); business management consulting; business management training; Commissioned the production of photographic equipment; commissioned the production of computer software and ancillary equipment; commissioned the production of household appliances; car rental (excluding nine more passenger cars); engaged in motor vehicles Public parking management services; rental of office space; property management; auction (excluding cultural relics). (The management of quota permits, special provisions of the management of goods in accordance with relevant state regulations) (wholesale veterinary drugs, road transport of goods and in accordance with the law Approved projects, approved by the relevant departments in accordance with the approved content to carry out business activities.)
Explanation on related relationship: On February 14, 2018, Zhong Yongli, a shareholder of the Company, and BBK Investment Group Co., Ltd. signed the Share Transfer Agreement with Jiangsu Jingdong Bangneng Investment Management Co., Ltd. (hereinafter referred to as Jingdong Bangneng), and agreed that Zhong Yongli Ltd., holding 25,917,119 A shares (representing 3% of the Company's total issued shares) of A-shares circulating unlimitedly in its shares. BBK Investment Group Co., Ltd. transferred 17,278,079 A shares of A-share unsold circulation (representing 2 %) Of the shares to Jingdong Bangneng Co., Ltd. After the share transfer is completed, Jingdong will hold 43,195,198 shares of the Company, accounting for 5% of the total share capital of the Company.
Jingdong Bang can act as a concerted actor for the Jingdong Century and according to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and other related parties, Jingdong Bangneng and Jingdong Century are related parties of the Company. Other than that, there is no other connection between the Jingdong Century and the Company relationship.
Performance Analysis: Jingdong Century Business is in good condition with good financial position and good compliance ability.
Third, the main content of the agreement
The three parties agreed to establish a long-term strategic cooperative partnership based on the vision of "smart retail" and "unbounded retail". The three parties will carry out in-depth cooperation in the fields of building new capabilities, building a "digital" operating system and eventually creating a new ecology and realizing Retail industry value chain reshaping.
1, explore the 'smart retail', 'unbounded retail' new value chain
The three parties have established an all-round strategic partnership to explore the value-added of the retail industry and the remodeling of the value chain. The tripartite joint efforts are based on the concept of "decentralization", technology innovation, data products, internet tools and supply chain capabilities It can promote the transformation of the traditional model of operating in-bad sales into a new model of operating the entire customer life cycle.
2, online traffic capacity
To 'decentralized' as the operating philosophy to achieve the BBMO flow diversification.Bobo small program, the public number as the carrier tool, the establishment of WeChat mall, as a step by step online main self-service e-commerce platform, give full play to Tencent Social traffic and scene advantages.At the same time, using Jingdong as the main e-commerce platform, we will give full play to the advantages of Jingdong operations, logistics fulfillment and commodity digitization capabilities.
Three parties work together to enhance user reach and marketing effectiveness, to achieve differentiated operations.
3, line format technology innovation
Tripartite exploration of image recognition, artificial intelligence and other cutting-edge technology applications under the form.
Continue to enhance the store user experience and achieve significant improvements in operational efficiency through such application scenarios as code scanning shopping, in-store navigation, smart cashier, store SaaS system, smart supply chain, and unmanned store technologies.
4, supply chain empowerment
To continue to improve the efficiency of BBK, using the advantages of Jingdong's product supply chain and the nationwide reach of warehouse logistics to enhance the richness and compliance efficiency of BBK's supply chain.
5, to build enabling solutions
All parties actively explored the application transformation of scenarios under the incubation of new technologies through joint ventures or other forms of capital cooperation.
Fourth, the impact on the company
This time, the Company signed the strategic cooperation framework agreement with Tencent and Jingdong, which is beneficial to complement each other's advantages and further enhance the Company's core competitiveness so as to provide strong guarantee for the sustained, rapid and stable development of the Company, which is in line with the needs of all shareholders of the Company, especially small and medium-sized investors interest.
V. Risk Warning The framework agreement signed this time belongs to the framework and intent agreement of the tripartite intention principle, and the relevant cooperation programs still need to be further negotiated and determined by the three parties. At the same time, the company will submit it to the decision-making body for consideration and approval depending on the transaction amount.
The Company will timely fulfill its obligation of information disclosure according to the progress of the project. The designated media for information disclosure are Securities Times, China Securities Journal and http://www.cninfo.com.cn. All information of the company are based on the above media announcement information, please investors attention to risk.
Six, keep the file
1, "backgammon - Tencent - Jingdong strategic cooperation framework agreement";
Special announcement.
BBK Commercial Chain Co., Ltd. board of directors
February 24, 2018