Securities code: 002668 securities abbreviation: Guangdong Homa Group Co.Ltd(002668) Announcement No.: 2021-135
Guangdong Homa Group Co.Ltd(002668)
Announcement on the sale of equity of 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.
Special tips:
1. In order to focus on the main refrigerator business and terminate the financial technology business, Guangdong Homa Group Co.Ltd(002668) (hereinafter referred to as "the company" or "Omar electric") plans to sell the equity of four subsidiaries of the financial technology business; according to the preliminary calculation, the net profit increased by this sale in 2021 is about 90000 yuan, and the specific amount is subject to the audited annual report data in 2021.
2. The sale of the equity of the subsidiary has been deliberated and approved at the 11th meeting of the 5th board of directors and the 6th meeting of the 5th board of supervisors, and needs to be deliberated by the general meeting of shareholders. The transaction agreement will be signed after being deliberated and approved by the board of directors of the company and will come into force after being deliberated and approved by the general meeting of shareholders of the company. Please pay attention to investment risks.
1、 Transaction overview
Due to major changes in China's macroeconomic situation, financial policies and the overall environment of the financial industry in recent years, and increasingly severe market environment and competitive conditions, it is difficult to effectively improve the operation status of financial technology business in the foreseeable future. According to the company's overall development strategy focusing on the main refrigerator industry, after careful consideration, the company terminated the operation of all financial technology business segments and disposed of relevant assets. For details, please refer to the announcement on the resolutions of the 46th meeting of the Fourth Board of directors (Announcement No.: 2021-044) and the announcement on the resolutions of the third extraordinary general meeting of shareholders in 2021 (Announcement No.: 2021-066) disclosed by the company on cninfo.com on April 15, 2021 and May 6, 2021.
In order to further focus on the main business, optimize the asset structure and improve the asset quality, the company has recently comprehensively sorted out the financial technology business, The company intends to transfer wallet financial services (Beijing) Technology Co., Ltd. (hereinafter referred to as "wallet financial services"), Tibet WANGJIN Innovation Investment Co., Ltd. (hereinafter referred to as "Tibet WANGJIN") and wallet intelligent (Pingtan) Technology Co., Ltd. (hereinafter referred to as "wallet financial services") to Huizhou Zhifeng Industrial Development Co., Ltd. (hereinafter referred to as "Transferee" or "Huizhou Zhifeng") for a consideration of 1 yuan "Wallet intelligence") and 100% equity of four wholly-owned subsidiaries of Beihai Guoxin intelligent e-commerce Co., Ltd. (hereinafter referred to as "Beihai Guoxin") (hereinafter referred to as "the subject company") (hereinafter referred to as "this transaction").
This transaction has been deliberated and approved at the 11th meeting of the 5th board of directors and the 6th meeting of the 5th board of supervisors, and needs to be deliberated by the general meeting of shareholders of the company. The transaction agreement will be signed after being deliberated and approved by the board of directors of the company and will come into force after being deliberated and approved by the general meeting of shareholders of the company.
This transaction does not constitute a connected transaction and does not belong to the major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the transferee
1. Enterprise name: Huizhou Zhifeng Industrial Development Co., Ltd
2. Legal representative: Xie Chunlei
3. Unified social credit Code: 91441302ma52pr34xl
4. Company type: limited liability company (invested or controlled by natural person)
5. Registered capital: RMB 10 million
6. Date of establishment: December 28, 2018
7. Address: room 103b, building 501, community 5, Donghu garden, community 16 and 18, Dongping Peninsula, Huizhou
8. Business scope: Industrial Park project investment; Industrial investment; Enterprise management services; Enterprise information consultation; Real estate development; Construction engineering information consultation; Technology intermediary services; Financial information consultation; Business information consultation; Enterprise marketing planning; Exhibition services; Celebration etiquette service; Conference services; Intellectual property agency; Investment consulting (excluding securities, futures and financial projects); enterprise management consulting; development and sales of computer software and hardware: operation and management of smart city and smart park; operation of network service platform; decoration consulting; fire information consulting; cleaning service; Landscaping Engineering; ticket agent; freight agent; hotel reservation service; aviation information consulting; advertising operation; sports Venue operation; Cultural and creative design. (excluding shopping malls and warehouses) (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Major shareholders: Xie Chunlei holds 60% equity and Huang Lihua holds 40% equity
10. There is no relationship with the company and its top ten shareholders in terms of property rights, business, assets, creditor's rights and debts, personnel, etc., nor any other relationship that may or has caused the listed company to tilt its interests. 11. The main financial data of the transferee in the latest year are as follows:
Unit: Yuan
December 31, 2020
Total assets 10049452.16
Total liabilities 96650.00
Net assets 9952802.16
Project 2020
Operating income-
Operating profit -24693.00
Net profit -24693.00
Net cash flow from operating activities -24693.00
12. Upon inquiry on China execution information disclosure network, as of the disclosure date of this announcement, the transferee is not a dishonest executee.
3、 Basic information of the transaction object
(i) Wallet Jinfu (Beijing) Technology Co., Ltd
1. Basic information
(1) Company name: wallet Jinfu (Beijing) Technology Co., Ltd
(2) Legal representative: Zhao Guodong
(3) Unified social credit Code: 91110105ma0021ub1d
(4) Company type: limited liability company (sole proprietorship of legal person)
(5) Registered capital: RMB 149000000
(6) Date of establishment: November 17, 2015
(7) Address: Room 501, 5 / F, building a, building 1, yard 52, Jiuxianqiao Road, Chaoyang District, Beijing
(8) Business scope: technology development, technology transfer, technical services and technical consultation; data processing (except bank card centers in data processing and cloud computing data centers with pue value above 1.5); software development; computer system services; computer technology training (not for national enrollment); Internet information services. (market entities shall independently choose business items and carry out business activities according to law; Internet information services and projects subject to approval according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
(9) Major shareholders: 100% of the company
(10) The financial statements of wallet financial services have been audited by Dahua Certified Public Accountants (special general partnership) qualified to engage in Securities and futures business, and the audit report "Dahua Shen Zi [2021] No. 0016775" has been issued. The main audited financial data of wallet financial services in the latest year are as follows:
Unit: Yuan
Project October 31, 2021 December 31, 2020
Total assets 194452099.35665209752.95
Total liabilities 282889482.67827807012.10
Total receivables 192744210.73662268928.16
Net assets -88437383.32-162597259.15
Project from January to October 2021 to 2020
Operating income--
Operating profit -25784169.03-608616931.76
Net profit -25809228.06-768311603.80
2. Asset overview
(1) As of the disclosure date of this announcement, the company has not found any mortgage, pledge or other third-party rights of assets; no unsettled funds between the company and wallet financial services, no guarantee, financial assistance, entrusted financial management and other possible capital occupation for wallet financial services.
(2) History: wallet financial services was founded on June 1, 2016 with a registered capital of RMB 10 million, and the company holds 100% of its equity; on March 29, 2017, the company increased the capital of wallet financial services, and its registered capital increased to RMB 1490 million, still a wholly-owned subsidiary of the company.
(3) According to the inquiry of China executive information disclosure network, as of the disclosure date of this announcement, wallet financial service is not a dishonest person.
（2） Tibet WANGJIN Innovation Investment Co., Ltd
1. Basic information
(1) Enterprise name: Tibet WANGJIN Innovation Investment Co., Ltd
(2) Legal representative: Zhao Guodong
(3) Unified social credit Code: 91540125ma6t15lm76
(4) Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
(5) Registered capital: 100 million yuan
(7) Address: No. 592, management committee of Industrial Park, duilongdeqing District, Lhasa, Tibet Autonomous Region
(8) Business scope: Asset Management (excluding financial asset management and insurance asset management), project investment and investment consulting (excluding financial and brokerage business; private placement products or usufruct of private placement products shall not be raised, sold or transferred to non qualified investors). (it is not allowed to raise funds, absorb public deposits and issue loans in public; it is not allowed to engage in Securities and futures investment; it is not allowed to publicly trade securities investment products or financial derivatives; it is not allowed to operate financial products, financial products and related derivative businesses.) [for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments]
(9) Major shareholders: 100% of the company
(10) The financial statements of Tibet WANGJIN have been audited by Dahua Certified Public Accountants (special general partnership) qualified to engage in Securities and futures business, and the audit report "Dahua Shen Zi [2021] No. 0016773" has been issued. The main audited financial data of Tibet WANGJIN in the latest year are as follows:
Unit: Yuan
Project October 31, 2021 December 31, 2020
Total assets 148278721.04164444563.73
Total liabilities 2285965017.163278817152.70
Total receivables 3277300.004389142.47
Net assets -2137686296.12-1634412588.97
Project from January to October 2021 to 2020
Operating income -8234991.25
Operating profit -413178834.60
