Securities code: 002775 securities abbreviation: Shenzhen Wenke Landscape Co.Ltd(002775)
Announcement No.: 2022-008 bond Code: 128127 bond abbreviation: Liberal Arts convertible bond
Shenzhen Wenke Landscape Co.Ltd(002775)
Announcement on capital reduction of holding subsidiaries
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shenzhen Wenke Landscape Co.Ltd(002775) (hereinafter referred to as “the company”) held the 18th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors on January 26, 2022, and considered and adopted the proposal on capital reduction of holding subsidiaries. According to the company’s overall strategic plan, it is proposed to reduce the capital of the holding subsidiary Wuhan liberal arts ecological environment Co., Ltd. (hereinafter referred to as “Wuhan liberal arts”), and the registered capital of Wuhan liberal arts will be reduced from 319.5 million yuan to 290.6 million yuan. The details are announced as follows:
1、 Overview of capital reduction
As of the date of this announcement, the registered capital of Wuhan liberal arts is 319.5 million yuan, of which 71.99% is held by the company, 20% by Wuhan Cuiqu Education Exchange Co., Ltd. (hereinafter referred to as “Cuiqu education”) and 8.01% by Shenzhen liberal arts Holding Co., Ltd. (hereinafter referred to as “liberal arts holding”). According to the development needs of the company’s business strategy, Cuiqu education plans to reduce the capital of Wuhan liberal arts by 5.78 million yuan, and liberal arts holding plans to reduce the capital of Wuhan liberal arts by 23.12 million yuan. After the capital reduction, the registered capital of Wuhan liberal arts will be reduced from 319.5 million yuan to 290.6 million yuan, and the shareholding ratio of the company will increase from 71.99% before the capital reduction to 79.15%. Cuiqu education still holds 20% equity of Wuhan liberal arts, and liberal arts holding holds 0.85% equity of Wuhan liberal arts. Wuhan Wenke is still a holding subsidiary of the company, which will not change the scope of the company’s consolidated statements.
Li Congwen and Zhao Wenfeng are the actual controllers of the company, liberal arts holdings is the company fully controlled by Li Congwen and Zhao Wenfeng, the director of the company, Mr. Zhu Shenghua, is the legal representative of Cuiqu education, and Wuhan liberal arts is the holding subsidiary of the company. This capital reduction constitutes a related transaction. This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be submitted to relevant departments for approval.
2、 Introduction to counterparty
2. Unified social credit Code: 91440300752525635r
3. Registered capital: 100 million yuan
4. Legal representative: Zhao Wenfeng
5. Date of establishment: July 29, 2003
6. Main business premises: room 701, Zhiben building, Jintian Road, Futian District, Shenzhen
7. Business scope: establishing industries (specific projects will be reported separately); Sales of building materials and other Chinese commercial and material supply and marketing industries (excluding franchised, specially controlled and franchised commodities).
8. Financial data: as of September 30, 2021, the total assets of liberal arts holdings were 628644700 yuan and the owner’s equity was 309174800 yuan; In the first three quarters of 2021, the operating income was 0.00 yuan and the net profit was -22.068 million yuan. The above data were unaudited.
Li Congwen and Zhao Wenfeng are the actual controllers of the company, and liberal arts holdings is the company controlled by Li Congwen and Zhao Wenfeng.
Through the inquiry of credit China website, liberal arts holdings is not the person who is dishonest.
(II) Wuhan Cuiqu Education Exchange Co., Ltd
1. Enterprise Name: Wuhan Cuiqu Education Exchange Co., Ltd
2. Unified social credit Code: 91420111555022959x
3. Registered capital: 10 million yuan
4. Legal representative: Zhu Shenghua
5. Date of establishment: May 24, 2010
6. Main business premises: room 801, 8th floor, building 1, high tech industrial building, No. 19, LUOJIASHAN Road, Hongshan District
7. Business scope: Planning of educational exchange activities; Business information consultation (excluding business survey). (for projects subject to examination and approval according to law, business activities can be carried out only after examination and approval by relevant departments).
8. Financial data: as of September 30, 2021, the total assets of Cuiqu education were 8.72 million yuan and the owner’s equity was 6.269 million yuan; In the first three quarters of 2021, the operating income was 0.00 yuan and the net profit was -176000 yuan. The above data were unaudited.
3、 Basic information of the subject of this capital reduction
1. Enterprise Name: Wuhan Wenke ecological environment Co., Ltd
2. Unified social credit Code: 91420100303515538h
3. Registered capital: 319.5 million yuan
4. Legal representative: Wang Xinhuang
5. Date of establishment: September 4, 2014
6. Main business premises: No. 999, Gaoxin Avenue, Wuhan East Lake New Technology Development Zone
7. Business scope: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Research and development of new material technology; Engineering and technical research and test development; Ecological restoration and ecological protection services; Landscape engineering construction; Soil pollution control and remediation services; Soil environmental pollution prevention and control services; Water pollution control; Water environment pollution prevention and control services; Research and development of bio based materials technology; Travel agency service outlets, tourism solicitation and consulting services; Scenic spot management; Leisure and sightseeing activities; Amusement park services; Catering management; hotel management; estate management; Primary Shenzhen Agricultural Products Group Co.Ltd(000061) acquisition; Retail of Arts and crafts and collectibles (except ivory and its products); Organize cultural and artistic exchange activities; Other cultural and art brokerage agents; Sports competition organization; Sports event planning; Organize sports performance activities; Experiential development activities and planning; Car Rental; Sales of outdoor products; Conference and exhibition services; Entertainment exhibition; Advertising design and agency; Advertising release (non radio, television and newspaper publishing units); Advertising production; Information consulting services (excluding licensed information consulting services); Operation and construction management of labor education practice base; Campsite services; Natural science research and experimental development; Protection of intangible cultural heritage (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
8. Main financial indicators of the latest year
December 31, 2020 September 30, 2021
Total assets (10000 yuan) 38047.53 40533.27
Total liabilities (10000 yuan) 12039.56 16031.78
Owner’s equity (10000 yuan) 26007.97 24501.49
2020 January September 2021
Operating income (10000 yuan) 1549.55 3195.51
Total profit (10000 yuan) -2055.92 -1507.74
Net profit (10000 yuan) -2054.95 -1506.48
Note: the financial data of 2020 has been audited, while the financial data of 2021 has not been audited.
Through the credit China website, Wuhan liberal arts is not the person who is dishonest.
9. Equity structure before and after capital reduction
Name of shareholders before and after capital reduction
Proportion of contribution amount (10000 yuan) proportion of contribution amount (10000 yuan)
Shenzhen Wenke Landscape Co.Ltd(002775) 23,000.00 71.99% 23,000.00 79.15%
Wuhan Cuiqu Education Exchange Co., Ltd. 639000 20% 5812.00 20%
Shenzhen arts Holding Co., Ltd. 2560.00 8.01% 248.00 0.85%
Total 31950.00 100.00% 29060.00 100.00%
4、 Pricing policy and basis of transaction
Considering the overall strategic planning of the company and with the consent of all shareholders of Wuhan liberal arts, the capital reduction price is determined as 1 yuan / capital contribution. The pricing of this capital reduction is the same as that of the previous capital increase, so this capital reduction will not damage the interests of the company and other minority shareholders.
5、 Purpose of this capital reduction and its impact on the company
The capital reduction of Wuhan liberal arts is required by the company’s overall strategic planning. After the capital reduction, Wuhan liberal arts will still be included in the scope of the company’s consolidated statements, which will not have a significant impact on the company’s normal production, operation and financial status, and will not damage the interests of the company and all shareholders.
6、 Total amount of various related party transactions with related parties from the beginning of the year to the disclosure date
From the beginning of the year to the disclosure date of this announcement, the accumulated amount of various related party transactions between the company and liberal arts holdings and Cuiqu education is 0 yuan.
7、 Opinions of independent directors
(I) prior approval opinion of independent directors: the capital reduction of Wuhan liberal arts, the holding subsidiary of the company, by liberal arts holdings and Cuiqu education, the controlling shareholder of the company, constitutes a connected transaction, and the company shall strictly perform the approval procedures of the board of directors and relevant information disclosure obligations in accordance with relevant regulations. We have carefully reviewed the proposal on capital reduction of holding subsidiaries submitted by the company. We believe that this connected transaction will not have a significant impact on the company’s financial status and operating results, nor will it affect the company’s independence, which is in line with the interests of the company and all shareholders. Therefore, we unanimously agreed to submit the proposal to the 18th meeting of the Fourth Board of directors of the company for deliberation. The directors of the company, Li Congwen and Zhu Shenghua, need to avoid voting.
(II) opinions of independent directors: Based on the principle of independent and objective judgment, we have carefully reviewed the proposal on capital reduction of holding subsidiaries. This related party transaction is a normal operation measure of the company and will not have a significant impact on the financial status and operating results of the company, nor will it affect the independence of the company, which is in line with the interests of the company and all shareholders. When the board of directors considered the related party transaction, the related directors avoided voting, and the deliberation and voting procedures of the meeting were legal and effective. We agree to the above related party transactions.
It is hereby announced.
Shenzhen Wenke Landscape Co.Ltd(002775) board of directors January 28, 2002
