Guangzheng Eye Hospital Group Co.Ltd(002524)
Securities code: 002524 securities abbreviation: Guangzheng Eye Hospital Group Co.Ltd(002524) Announcement No.: 2022-014 Guangzheng Eye Hospital Group Co.Ltd(002524)
Announcement on participating in affiliated companies and related party transactions
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.
Guangzheng Eye Hospital Group Co.Ltd(002524) (hereinafter referred to as "the company") held the fifth meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors respectively on February 25, 2022, deliberated and adopted the proposal on participating in affiliated companies and affiliated transactions. The specific situation is hereby announced as follows:
In order to expand business and integrate high-quality medical resources, the company plans to invest 10 million yuan to participate in the acquisition of ophthalmic hospital by Guangzheng Yanyuan Health Management Co., Ltd. (hereinafter referred to as "Guangzheng Yanyuan health"), and plans to transfer 10% equity of Guangzheng Yanyuan health held by Shanghai Guangzheng health management Group Co., Ltd. (hereinafter referred to as "Shanghai Guangzheng health") for 0 consideration, This part of equity corresponds to the registered capital of 10 million yuan, and the company shall fulfill the actual contribution obligation of 10 million yuan of registered capital.
According to the Listing Rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction, and the amount of this transaction is within the scope of deliberation by the board of directors of the company. The above-mentioned connected transactions do not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
The details are hereby announced as follows:
1、 Overview
The related party Shanghai Guangzheng health plans to increase the registered capital of Guangzheng Yanyuan health company, which is 100% owned by it, from 50 million yuan to 100 million yuan, and introduce investors according to the registered capital after the capital increase. The company plans to sign an equity transfer agreement with Shanghai Guangzheng health and transfer 10% equity of Guangzheng Yanyuan health for 0 consideration. After the transfer, the company will contribute 10 million yuan to fulfill the actual contribution obligation of the registered capital corresponding to this part of equity.
2、 Basic information of the counterparty
Name: Shanghai Guangzheng Health Management Group Co., Ltd
Unified social credit Code: 91310110691617148r
Type: limited liability company (invested or controlled by natural person)
Address: 6 / F, No. 9, Lane 360, Feihong Road, Hongkou District, Shanghai
Legal representative: Zhou Yonglin
Registered capital: 100 million yuan
Date of establishment: July 20, 2009
Guangzheng Eye Hospital Group Co.Ltd(002524)
Business scope: general items: health consulting services (excluding diagnosis and treatment services); Remote health management services; Sports health services; Industrial investment (except equity investment and equity investment management); Investment consulting; business management. (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)
Ownership structure: Zhou Yonglin holds 90% and Zhou Meixin holds 10%. Mr. Zhou Yonglin is the actual controller of the company, Mr. Zhou Meixin is the son of Mr. Zhou Yonglin, and Shanghai Guangzheng health is the related party of the company.
Upon inquiry, Shanghai Guangzheng health is not the person to be executed for dishonesty.
3、 Basic information of the proposed company
Name: Guangzheng Yanyuan Health Management Co., Ltd
Unified social credit Code: 91310106ma1fytyc1m
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Address: room J, No. 119, Huakang Road, Jing'an District, Shanghai
Registered capital: 50 million yuan
Date of establishment: July 13, 2021
Business scope: general items: health consulting services (excluding diagnosis and treatment services). (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)
Equity structure: Shanghai Guangzheng health holds 100% shares and is a wholly-owned subsidiary of Shanghai Guangzheng health. Guangzheng Yanyuan health is a related party of the company.
After inquiry, Guangzheng Yanyuan health is not the person who has broken his promise.
Guangzheng Yanyuan health is a holding company that invests in ophthalmic medical projects abroad and has not carried out business activities. 4、 Basic information of the invested object of Guangzheng Yanyuan health
Name: Suzhou eye, ear, nose and throat hospital Co., Ltd. (hereinafter referred to as "Suzhou hospital")
Unified social credit Code: 91320508ma1ml7mtx6
Type: limited liability company (invested or controlled by natural person)
Address: No. 72, Fengmen Road, Suzhou
Legal representative: Chen Zhenghua
Registered capital: 5 million yuan
Date of establishment: May 21, 2016
Business scope: medical services. (for projects that need to be approved according to law, business activities can be carried out only with the approval of relevant departments) shareholding ratio:
Name of shareholder shareholding ratio subscribed amount
Shanghai Yongjin Enterprise Management Service Co., Ltd. 70% 3.5 million yuan
Chen Zhenghua 14% 700000 yuan
Guangzheng Eye Hospital Group Co.Ltd(002524)
Yang Qi 14% 700000 yuan
Gu Liqun 0.5% 25000 yuan
Tan Jinhua 0.5% 25000 yuan
Zhang Zhenhua 0.5% 25000 yuan
Song Zhipei 0.5% 25000 yuan
Upon inquiry, Suzhou hospital is not the person executed for dishonesty.
Affiliated relationship: Shanghai Yongjin Enterprise Management Service Co., Ltd., the shareholder of Suzhou hospital, is a wholly-owned subsidiary of Guangzheng Yanyuan health and has an affiliated relationship with the company.
Overview of Suzhou hospital:
Suzhou hospital is located at No. 72, Fengmen Road, Suzhou city. Its social credit number is 91320508ma1ml7mtx6. It was founded in February 1985 and restructured into a profit-making hospital in May 2016. Its business area is 3633.13 square meters. It has opened Ophthalmology, otolaryngology, Stomatology, medical aesthetics, anesthesiology, medical imaging, laboratory and other departments. It has 60 beds and has a land certificate area of 971.4 square meters, The area of real estate certificate is 2445.76 square meters.
Main financial data of Suzhou hospital: unit: Yuan
Project 2020 2021
Operating income 65619360.48 69572090.96
Operating profit 1718623.08 - 1023011.11
Net profit -367351.69 -23011.11
Project 2020 2021
Total assets 24903228.76 21087176.44
Total liabilities 15544372.42 11751331.21
Net assets 9358856.34 9335845.23
Note: the above financial data have not been audited
5、 Main contents of this investment agreement
1. Investment method: the investor invests in currency. The company invests 10 million yuan in Guangzheng Yanyuan health. After the investment, the company accounts for 10% of the registered capital of Shanghai Guangzheng Yanyuan.
2. Industrial and commercial change: Guangzheng Yanyuan health promises to complete the industrial and commercial change registration procedures in accordance with the agreement within 20 working days from the date when the company pays the capital contribution to Guangzheng Yanyuan health account.
6、 Pricing policy and basis of transaction
The above investment is in line with the company's development plan focusing on the main business of ophthalmic medicine, provides support for the company to further deepen the investment field of ophthalmic medicine, integrate high-quality medical resources, and contribute to the promotion of the company's strategic development objectives. The equity transfer and foreign investment between the company and its related parties in accordance with the market principle comply with the provisions of relevant laws and regulations, and there is no unfair situation or damage to the interests of the company.
The capital source of this transaction is the company's own funds, and this transaction does not involve other arrangements.
7、 Transaction risk and impact on the company
The amount of the above investment and related party transactions is small, which will not have a significant impact on the company's financial situation and operating results, and will not damage the interests of shareholders, especially minority shareholders.
8、 Prior approval opinions and independent opinions of independent directors
(I) prior approval
Based on independent judgment, we agree that the company will submit the proposal on participating in affiliated companies and affiliated transactions to the fifth meeting of the Fifth Board of directors for deliberation.
(II) independent opinions
The decision to participate in the affiliated company is based on expanding business and integrating high-quality medical resources. Through consultation between the company and related parties, the company and related parties determine the equity proportion according to the actual contribution, which is carried out in accordance with the market rules. The foreign investment projects of the participating company comply with the company's strategic development plan and contribute to the further development of ophthalmic medical business. The investment complies with the provisions of relevant laws and regulations, and there is no unfair situation or damage to the interests of the company. The amount involved in this transaction is small, which will not have a significant impact on the company's financial situation and operating results, and will not damage the interests of shareholders, especially minority shareholders. The decision-making procedures are legal and effective, and comply with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to participate in related companies and related transactions this time.
9、 From the beginning of 2022 to the disclosure date, various related party transactions have occurred with the related party
Except for this transaction, no other related party transactions have occurred between the company and the above related parties since the beginning of 2022.
It is hereby announced.
Guangzheng Eye Hospital Group Co.Ltd(002524) board of directors February 26, 2002
