Announcement on the transfer of 40% equity of QIANHUA Technology
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
On January 29, 2021, the company and Foshan Shunde Shengchuang Shenzhen Expressway Company Limited(600548) environmental science industry M & A investment partnership (limited partnership) (hereinafter referred to as "Shengchuang investment") Beijing Qianyi Technology Development Co., Ltd. (hereinafter referred to as "Qianyi technology") and Beijing QIANHUA Technology Development Co., Ltd. (hereinafter referred to as "Qianhua technology") jointly signed the equity transfer agreement. The company took the 100% equity valuation of Qianhua technology as the basis for transaction pricing, Transferred 60% equity of Qianhua technology to Shengchuang investment and Qianyi technology; At the same time, it is agreed that within one year and one month after the signing of the agreement, the company has the right to transfer the remaining 40% equity of Qianhua technology to Shengchuang investment, Qianyi technology and the transferee designated by Shengchuang investment at the same consideration level. For details, please refer to the securities times and cninfo on January 30, 2021 http://www.cn.info.com.cn. Announcement on the transfer of 60% equity of QIANHUA Technology (Announcement No.: 2021002).
According to the above-mentioned relevant agreements, Shengchuang investment plans to transfer the 20% equity of Qianhua technology held by the company again, and designate Shanghai Zhongshi Energy Technology Co., Ltd. (hereinafter referred to as "Zhongshi energy") to transfer the remaining 20% equity of Qianhua technology held by the company. On February 28, 2022, the company signed the equity transfer agreement with Shengchuang investment and Zhongshi energy respectively. The company plans to transfer the remaining 40% equity of Qianhua technology to Shengchuang investment and Zhongshi energy for a total consideration of 22.8 million yuan. After the completion of this transaction, the company no longer holds the equity of Qianhua technology.
According to the articles of association, this equity transfer does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation. 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.
2、 Basic information of the counterparty
1. Counterparty I:
Company name: Foshan Shunde Shengchuang Shenzhen Expressway Company Limited(600548) environmental science industry M & A investment partnership (limited partnership)
Unified social credit Code: 91440606ma516x2j80
Enterprise type: limited partnership
Executive partner: Guangdong Shengchuang private equity investment fund management Co., Ltd
Date of establishment: December 29, 2017
Registered capital: 1 million yuan
Registered address: room 1005-4, 10 / F, South Zhigu intellectual property building, No. 3, Zhicheng Road, fengsha village, Daliang street, Shunde District, Foshan City, Guangdong Province
Business scope: Investment Management (if it needs to be approved according to laws, administrative regulations, decisions of the State Council, etc., it can be operated only after obtaining relevant approval documents according to law); Equity investment. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
Ownership structure:
No. partner information subscribed capital contribution proportion
(10000 yuan)
1 Shenzhen Expressway Group Co., Ltd. 4500045.00%
2 Guangdong Guangsheng Capital Investment Co., Ltd. 2500025.00%
3. Shenzhen First Capital Securities Co.Ltd(002797) Innovation Capital Management Co., Ltd. 1950019.50%
4 Jiangsu fanneng Power Engineering Co., Ltd. 5000 5.00%
5 Foshan Shunde innovation and venture capital master fund Co., Ltd. 5000 5.00%
6 Guangdong Shengchuang private equity investment fund management Co., Ltd. 500 0.50%
Total 1 Ping An Bank Co.Ltd(000001) 00.00%
Main financial data: Foshan Shunde Shengchuang Shenzhen Expressway Company Limited(600548) environmental science industry M & A investment partnership (limited partnership) had total assets of 2775991 million yuan, total liabilities of 0 million yuan and owner's equity of 2775991 million yuan at the end of 2021; In 2021, the operating income was 5.3674 million yuan and the net profit was -128857 million yuan. (the above data has not been audited)
Relationship: there is no relationship between Shengchuang Shenzhen Expressway Company Limited(600548) environmental science industry M & A investment partnership (limited partnership) in Shunde District, Foshan City and the company.
Upon inquiry, Foshan Shunde Shengchuang Shenzhen Expressway Company Limited(600548) environmental science industry M & A investment partnership (limited partnership) is not a dishonest executee.
2. Counterparty 2:
Company name: Shanghai Zhongshi Energy Technology Co., Ltd
Unified social credit Code: 91310120ma1hw61792
Enterprise type: limited liability company (sole proprietorship of natural person)
Legal representative: Zhong Shun
Date of establishment: March 19, 2020
Registered capital: 10 million yuan
Registered address: room J, No. 118, Huakang Road, Jing'an District, Shanghai
Business scope: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of photovoltaic equipment and components; Sales of wind farm related equipment Cecep Solar Energy Co.Ltd(000591) thermal power generation equipment sales; Repair of special equipment; Enterprise management (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
Ownership structure:
Capital contribution subscribed by shareholders (10000 yuan) contribution proportion
Zhongshun 1 Tcl Technology Group Corporation(000100) %
Main financial data: at the end of 2021, Shanghai Zhongshi Energy Technology Co., Ltd. had total assets of 152619 million yuan, total liabilities of 125974 million yuan and owner's equity of 2.6645 million yuan; In 2021, the operating revenue was 30.195 million yuan and the net profit was 2.84 million yuan.
(the above data has not been audited)
Relationship: there is no relationship between Shanghai Zhongshi Energy Technology Co., Ltd. and the company.
Upon inquiry, Shanghai Zhongshi Energy Technology Co., Ltd. is not a dishonest executee.
3、 Basic information of transaction object
1. Overview of underlying assets
The subject matter of this transaction is the 40% equity of Qianhua technology held by the company. The ownership is clear. There is no asset mortgage, pledge or other third-party rights and any other restrictions on transfer, no major disputes, litigation or arbitration involving relevant assets, no judicial measures such as seizure and freezing, and no other circumstances that hinder the transfer of ownership.
2. Basic information of QIANHUA Technology
(1) Company name: Beijing QIANHUA Technology Development Co., Ltd
(2) Unified social credit Code: 911101027802218828
(3) Date of establishment: September 14, 2005
(4) Registered capital: 50 million yuan
(5) Legal representative: Chen Chen
(6) Registered address: room 2419, building 2, No. 16, wanwanzhuang street, Xicheng District, Beijing
(7) Business scope: technology development and technical services; Project investment; Investment management; Sales of mechanical equipment, computers, software and auxiliary equipment; Power business and computer technology training; General contracting of construction; Professional contracting; Construction project management; Engineering survey and design.
(8) The equity structure of Qianhua technology before and after the equity transfer is as follows:
Before and after equity transfer
Name of shareholder capital contribution
(10000 yuan) proportion (10000 yuan) proportion
Foshan Shunde Shengchuang Shenzhen Expressway Company Limited(600548) environmental science industry M & A investment of 250050% 350070% partnership (limited partnership)
Wiscom System Co.Ltd(002090) 2,000 40% —— ——
Beijing Qianyi Technology Development Co., Ltd. 500 10% 500 10%
Shanghai Zhongshi Energy Technology Co., Ltd. -- 100020%
Total 5000% 100%
(9) Key financial data
The main financial data of Qianhua technology in the last year are as follows (unit: 10000 yuan):
Project December 31, 2021
/2021 (Unaudited)
Total assets 714659
Total liabilities 165522
Accounts receivable 119121
Net assets 554643
Operating income 235635
Operating profit -3.87
Net profit -0.77
Net cash flow from operating activities 669.59
3. Other instructions
(1) After the completion of this transaction, the company no longer holds the equity of Qianhua technology.
(2) As one of the shareholders of Qianhua technology, Qianhua technology agreed to transfer the equity of Qianhua technology to Shengchuang investment and Zhongshi energy, and agreed to waive the relevant preemptive right. At the same time, Qianhua technology promises that it will actively cooperate if the company reduces the remaining equity of Qianhua technology in accordance with the relevant provisions of the equity transfer agreement signed on January 29, 2021.
4、 Main contents of the transaction agreement
(I) main contents of the equity transfer agreement signed with Shengchuang investment
1. Agreement subject
Transferor: Wiscom System Co.Ltd(002090) (hereinafter referred to as "the company")
Transferee: Foshan Shunde Shengchuang Shenzhen Expressway Company Limited(600548) environmental science industry M & A investment partnership (limited partnership) (hereinafter referred to as "Shengchuang investment")
Target company: Beijing QIANHUA Technology Development Co., Ltd. (hereinafter referred to as "Qianhua technology")
2. Transfer of underlying equity
The company transferred 20% of the equity of QIANHUA Technology (corresponding to the subscribed capital contribution of 10 million yuan and the paid in capital contribution of 10 million yuan) to Shengchuang investment.
The 100% equity valuation of Qianhua technology is 57 million yuan, which is used as the basis for the consideration of this transaction. The transfer price of 20% equity of Qianhua technology in this transaction is RMB 11.4 million.
Within 5 working days after the signing of this agreement, Shengchuang investment shall pay all the equity transfer price to the company in one time by bank remittance in the form of cash.
After receiving all the equity transfer price paid by Shengchuang investment, the company actively cooperated with Shengchuang investment and Qianhua technology to complete the industrial and commercial change registration procedures of this equity transfer.
3. Taxes and fees
Unless otherwise agreed in this agreement, each party shall bear its own expenses related to the negotiation, preparation, signing and performance of this agreement. The relevant taxes arising from the transfer of the target equity under this Agreement shall be borne by each party according to law.
4. Other relevant matters
According to Article 1.17 of the equity transfer agreement signed by the company, Shengchuang investment, Qianhua technology and Beijing Qianyi Technology Development Co., Ltd. on January 29, 2021, Shengchuang investment also designated Zhongshi energy to transfer the remaining 20% equity of the target company held by the company, with a consideration of RMB [11.4] million. Such as cut-off
