Securities code: 002152 securities abbreviation: Grg Banking Equipment Co.Ltd(002152) Announcement No.: pro 2022-010 Grg Banking Equipment Co.Ltd(002152) about wholly-owned subsidiaries
Progress announcement on introducing strategic investors and implementing employee stock ownership by express intelligence
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.
1、 Transaction overview
Grg Banking Equipment Co.Ltd(002152) (hereinafter referred to as ” Grg Banking Equipment Co.Ltd(002152) ” or “the company”) held the ninth (Interim) meeting of the sixth board of directors on June 18, 2021, deliberated and adopted the proposal on introducing strategic investors and implementing employee stock ownership by the wholly-owned subsidiary express intelligence, The board of directors agreed that the wholly-owned subsidiary Guangzhou Grg Banking Equipment Co.Ltd(002152) Intelligent Technology Co., Ltd. (hereinafter referred to as “express intelligence”) would introduce strategic investors and implement employee stock ownership by means of public listing, in which the employee stock ownership platform would take shares simultaneously according to the final subscription price of introducing strategic investors, and the listing base price was calculated based on the total equity of the shareholders of express intelligence of 221.6 million yuan, The subscription price corresponding to each yuan of registered capital shall not be less than 2.77 yuan. After the completion of capital and share increase, the registered capital of Amex intelligence increased from 80 million yuan to no more than 114 million yuan. (for details, please refer to the relevant announcements published by the company in the securities times, China Securities Journal, Shanghai Securities News and www.cn.info.com.cn on June 19, 2021)
2、 Progress
In November 2021, AMEX intelligence was publicly listed through Guangzhou equity exchange, with a listing reserve price of 31.578 million yuan and a corresponding subscription reserve price of 2.77 yuan for each yuan of registered capital.
Recently, Guangzhou state owned assets mixed reform phase I equity investment fund partnership (limited partnership) successfully delisted at the price of 31.578 million yuan (including 11.4 million yuan included in the registered capital, accounting for 10% of the registered capital of express smart after the capital increase, and 2017.8 million yuan included in the capital reserve); The ESOP platform shares simultaneously at the same price, with a total investment of 62.602 million yuan (of which 22.6 million yuan is included in the registered capital, accounting for 19.8246% of the registered capital of express smart after the capital increase, and 40.02 million yuan is included in the capital reserve). The total financing of Amex intelligent is 94.18 million yuan, and all parties to the transaction have signed the enterprise capital and share increase contract.
This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
(I) basic information of strategic investors
Name: Guangzhou state owned assets mixed reform phase I equity investment fund partnership (limited partnership)
Executive partner: Guangzhou Kefa Fund Management Co., Ltd
Unified social credit Code: 91440101ma5d23mqx5
Main business premises: room c213, Guangzhou International Business Incubator, No. 3, Juquan Road, Science City, Huangpu District, Guangzhou
Business scope: project investment (excluding licensed projects, projects prohibited by laws and regulations shall not be operated); Investment advisory services; Equity investment.
Ownership structure:
Name of general partner subscribed capital contribution (10000 yuan) subscribed proportion
Guangzhou Kechuang Guofa Industry Fund Management Co., Ltd. 100 0.31%
Name of limited partner subscribed capital contribution (10000 yuan) subscribed proportion
Guangzhou Guofa Capital Management Co., Ltd. 8900 27.99%
Guangzhou Shengbang Investment Co., Ltd. 8900 27.99%
Guangzhou Lingnan International Enterprise Group Co., Ltd. 8900 27.99%
Guangzhou Wanli Investment Holding Co., Ltd. 5000 15.72%
Total 31800 100.00%
Actual controller: Guangzhou Municipal People’s Government
Association relationship: there is no association relationship between Guangzhou state owned assets mixed reform phase I equity investment fund partnership (limited partnership) and the company.
Other notes: Guangzhou state owned assets mixed reform phase I equity investment fund partnership (limited partnership) is not a dishonest executee. (II) basic information of ESOP platform
The ESOP platform consists of Zhuhai Zhiqun investment partnership (limited partnership), Zhuhai Zhiyun investment partnership (limited partnership), Zhuhai Zhongxu investment partnership (limited partnership) and Zhuhai Zhongzhi investment partnership (limited partnership), The executive partners are Guangzhou smart investment Co., Ltd. (hereinafter referred to as “smart investment”). 1. Zhuhai Zhiqun investment partnership (limited partnership)
Executive partner: Guangzhou smart investment Co., Ltd
Unified social credit Code: 91440400ma577c3a4c
Main business premises: room 2004, unit 2, building 3, No. 338, Cross Gate Avenue, Hengqin new area, Zhuhai
Business scope: general items: engaging in investment activities with its own funds; Enterprise management consulting. (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)
2. Zhuhai Zhiyun investment partnership (limited partnership)
Executive partner: Guangzhou smart investment Co., Ltd
Unified social credit Code: 91440400ma577bxw25
Main business premises: room 2705, unit 1, building 2, No. 338, Cross Gate Avenue, Hengqin new area, Zhuhai
Business scope: general items: engaging in investment activities with its own funds; Enterprise management consulting. (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)
3. Zhuhai Zhongxu investment partnership (limited partnership)
Executive partner: Guangzhou smart investment Co., Ltd
Unified social credit Code: 91440400ma577ggf9p
Main business premises: room 1303, building 4, No. 588, qinzheng Road, Hengqin new area, Zhuhai
Business scope: general items: engaging in investment activities with its own funds; Enterprise management consulting.
(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)
4. Zhuhai Zhongzhi investment partnership (limited partnership)
Executive partner: Guangzhou smart investment Co., Ltd
Unified social credit Code: 91440400ma577ccg09
Main business premises: room 2605, building 9, No. 2, Caihong Road, Hengqin Town, Hengqin new area, Zhuhai
Business scope: general items: engaging in investment activities with its own funds; Enterprise management consulting. (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)
5. Basic information of general partner / executive partner of ESOP platform
The ESOP platform uses smart investment as the general partner to carry out partnership affairs. Smart investment is set up by the intelligent senior management team of Amex to serve as the executive partner of the employee stock ownership platform, and will not engage in any other business except this matter. Name: Guangzhou wisdom Investment Co., Ltd
Type: limited liability company (invested or controlled by natural person)
Legal representative: Zeng Qingning
Registered capital: 10000 yuan
Unified social credit Code: 91440101ma9ux1hw3h
Address: No. 9 and 11, Kelin Road, Science City, Huangpu District, Guangzhou
Business scope: engaging in investment activities with its own funds.
Ownership structure:
No. subscribed capital contribution by shareholder position (10000 yuan) subscription proportion
1 Zeng Qingning, general manager of express intelligence 0.25%
2 Wang Lida, deputy general manager of express intelligence 0.25%
3. Deputy general manager of Leiyun express intelligence 0.25%
4 Ding hang Yuntong intelligent deputy general manager 0.25%
Total – 1 100.00%
The ESOP platform has no relationship with the company and is not a dishonest executee.
4、 Main contents of enterprise capital and share increase contract
After friendly negotiation, AMEX intelligence (Party A) and Guangzhou state-owned mixed reform phase I equity investment fund partnership (limited partnership) (Party B), Zhuhai Zhiqun investment partnership (limited partnership) (Party C 1), Zhuhai Zhiyun investment partnership (limited partnership) (Party C 2), Zhuhai Zhongxu investment partnership (Limited partnership) (Party C 3) Zhuhai Zhongzhi investment partnership (limited partnership) (Party C 4) (hereinafter collectively referred to as “Party C”) and Grg Banking Equipment Co.Ltd(002152) (Party D) signed the enterprise capital and share increase contract, the main contents of which are as follows:
1. This capital increase
1.1 Party A increased its capital and shares, and the registered capital increased from 80 million yuan to 114 million yuan, with a total increase of 34 million yuan.
1.2 the parties to this contract agree that Party B will compete for 11.4 million yuan of Party A’s newly increased registered capital with 31.578 million yuan (hereinafter referred to as “Party B’s investment”), of which 11.4 million yuan will be included in Party A’s registered capital (paid in capital), accounting for 10.0000% of Party A’s registered capital after the capital increase, and the rest of 2017.8 million yuan will be included in Party A’s capital reserve; Party C obtains 22.6 million yuan of Party A’s newly increased registered capital with 62.602 million yuan (hereinafter referred to as “Party C’s investment”), of which 22.6 million yuan is included in Party A’s registered capital (paid in capital), accounting for 19.8246% of Party A’s registered capital after the capital increase, and the rest 40.02 million yuan is included in Party A’s capital reserve.
1.3 before this capital increase, the equity structure of Party A is:
Name proportion of subscribed capital contribution (10000 yuan)
Grg Banking Equipment Co.Ltd(002152) 8,000 100%
Total 8000 100%
After the completion of this capital and share increase, the equity structure of Party A is:
Name proportion of subscribed capital contribution (10000 yuan)
Grg Banking Equipment Co.Ltd(002152) 8,000 70.1754%
Guangzhou state owned assets mixed reform phase I equity investment fund partnership (limited partnership) 1140 10.0000%
Zhuhai Zhiqun investment partnership (limited partnership) 780 6.8421%
Zhuhai Zhiyun investment partnership (limited partnership) 520 4.5614%
Name proportion of subscribed capital contribution (10000 yuan)
Zhuhai Zhongxu investment partnership (limited partnership) 475 4.1667%
Zhuhai Zhongzhi investment partnership (limited partnership)
