Securities code: 003004 securities abbreviation: Beijing Telesound Electronics Co.Ltd(003004) Announcement No.: 2022-010 Beijing Telesound Electronics Co.Ltd(003004)
Announcement on the progress of participating in the bidding for the public listing and transfer of 49% equity of Nanjing Metro Operation Security Service Co., Ltd
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
Beijing Telesound Electronics Co.Ltd(003004) (hereinafter referred to as "the company") held the 13th meeting of the Fourth Board of directors on December 28, 2021, deliberated and adopted the proposal on participating in public listing and transfer of bidding equity. For details, see the company's website at http://www.cn.info.com.cn Announcement on the resolution of the 13th meeting of the Fourth Board of directors disclosed at the meeting.
The bid for this auction is 49% equity of Nanjing Metro Operation Security Service Co., Ltd. (hereinafter referred to as "target company" or "Nanjing Metro security"), and the transfer starting price is 15.908 million yuan. Nanjing Metro security is 100% owned by Nanjing Metro Operation Co., Ltd. (hereinafter referred to as "Nanjing Metro"), which is mainly responsible for the safety inspection of railway stations in Nanjing.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, the company's participation in the public listing and transfer of bidding equity is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the counterparty
1. Basic information
Company name: Nanjing Metro Operation Co., Ltd
Unified social credit Code: 913201000532637871
Date of establishment: September 11, 2012
Registered capital: 2 million yuan
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: Zhang Jianping
Registered address: No. 228, Zhongshan Road, Xuanwu District, Nanjing
Business scope: rail transit operation; Engineering design, engineering supervision, engineering technical consultation and training; Enterprise management consulting; Sales of building materials, electromechanical equipment, hardware and electrical equipment; estate management; Leasing of mechanical and electrical equipment and materials; Elevator installation and maintenance; Road freight transportation; Engineering survey; Urban bridge and tunnel facilities management services; Internet advertising services; Other advertising services. (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments) general items: Sales of labor protection articles; Sales of toys, animation and entertainment products; Stationery retail; Sales of Arts and crafts and etiquette supplies (except ivory and its products); Internet sales (except sales of goods requiring license); Vending machine; Rental services (excluding publication rental) (except for items subject to approval according to law, carry out business activities independently according to law with business license)
Controlling shareholder: Nanjing Metro Group Co., Ltd. holds 100% of the shares
2. Nanjing Metro is the controlling shareholder of Nanjing Metro security and the customer of the company. The company has no relationship with it.
3. Whether the counterparty is a dishonest executee: no
3、 Basic information of the transaction object
1. Basic information
Company name: Nanjing Metro Operation Security Service Co., Ltd
Unified social credit Code: 91320114ma1whb7728
Date of establishment: May 9, 2018
Registered capital: 1 million yuan
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: yuan chunqiang
Registered address: No. 2, youjiaao, Xiaoxing, Yuhuatai District, Nanjing
Scope: security services. Security services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Relationship description: the company has no relationship with Nanjing Metro security
3. Ownership structure of the target company: 100% shareholding of Nanjing Metro Operation Co., Ltd
4. Whether there are other provisions restricting shareholders' rights other than laws and regulations in the articles of association of the subject company: No 5. Whether the subject company is a dishonest executee: no
6. Whether the transaction involves the transfer of creditor's rights and debts: no
7. Asset ownership: the equity assets of this transaction are free from mortgage, pledge or other third-party rights, major disputes, litigation or arbitration involving relevant assets, and judicial measures such as seizure and freezing.
8. Main financial data of the subject company
As of December 31, 2020, the total assets of Nanjing Metro security were 4.1961 million yuan, the total liabilities were 3.1092 million yuan and the net assets were 1.0869 million yuan; In 2020, the company achieved an operating income of 16.9193 million yuan, a total profit of 63400 yuan and a net profit of 62000 yuan. The above financial data for 2020 have been audited by Nanjing Nanshan Xidi certified public accountants Co., Ltd.
As of June 30, 2021, the total assets of Nanjing Metro security were 4.2114 million yuan, the total liabilities were 3.0354 million yuan and the net assets were 1.086 million yuan; From January to June 2021, the company realized an operating revenue of 12.2863 million yuan, a total profit of 32 thousand yuan and a net profit of - 08 thousand yuan. The above financial data have been audited by Nanjing Nanshan Xidi certified public accountants Co., Ltd.
9. Evaluation of the target company
According to the assets appraisal report on the appraisal project of the value of part of shareholders' equity involved in the proposed transfer of 49% equity of Nanjing Metro Operation Security Service Co., Ltd. (Suhua Ping Bao Zi [2021] No. 483) by Jiangsu Huaxin Assets Appraisal Co., Ltd., and filed with Nanjing SASAC, As of the benchmark date of June 30, 2021, the total net assets of the subject company assessed by the income method are 32.4654 million yuan, of which the assessed value corresponding to the transfer of the subject equity is 15.908 million yuan.
4、 Transaction progress
Recently, the company has signed the property right transaction contract with Nanjing Metro Operation Co., Ltd., the equity transferor, and Nanjing public resources trading center, the assurance party. The consideration for the transfer of 49% equity of Nanjing Metro Operation Security Service Co., Ltd. is 15.908 million yuan.
5、 Impact of this transaction on the company
According to the mixed ownership reform plan of Nanjing Metro Operation Security Service Co., Ltd., after this mixed ownership reform, in addition to continuing to undertake the safety inspection service of Nanjing metro station, Nanjing Metro security will accelerate the layout of Rail Transit Intelligent Security Inspection and rail transit comprehensive security industry, and serve the construction and upgrading of Nanjing Metro intelligent security inspection system, Enrich the content of safety inspection services, increase equipment maintenance services and centralized map judgment services, and expand the business to the new construction, upgrading and transformation of comprehensive security system, maintenance services and equipment online monitoring and operation services.
At the same time, through the construction, implementation and operation services of local projects, accelerate the introduction, absorption and re innovation of advanced technology, establish and improve the market sales system, cultivate and enhance the core competitiveness, timely expand business to the subway in major cities in the Yangtze River Delta, take an important step of market-oriented transformation, and promote the comprehensive transformation of the company from a labor-intensive enterprise to a science and technology service enterprise.
This time, the company successfully bid for 49% equity of Nanjing Metro security, which is conducive to consolidating and expanding the company's monitoring and alarm business and security inspection business in Nanjing metro industry, and further expanding relevant businesses in the field of rail transit in East China.
This transaction will not change the scope of the company's consolidated statements, and will not have a significant impact on the company's operating performance this year. It is expected to promote the company's future business development. Please invest rationally and pay attention to investment risks.
6、 Documents for future reference
1. Property right transaction contract.
It is hereby announced.
Beijing Telesound Electronics Co.Ltd(003004) board of directors February 13, 2022
