Securities code: 300205 securities abbreviation: Wuhan Tianyu Information Industry Co.Ltd(300205) Announcement No.: 2021-078 Wuhan Tianyu Information Industry Co.Ltd(300205)
Announcement on the sale of equity of holding subsidiaries 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. 1、 Transaction overview
(i) Basic information of transaction
In order to divest the loss making asset business, focus on the company’s main business, Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as ” Wuhan Tianyu Information Industry Co.Ltd(300205) ” or “the company”) intends to sign an equity transfer agreement with Shenzhen shenchuang Intelligence Group Co., Ltd. (hereinafter referred to as “shenchuang intelligence”) to transfer 77.0370% equity of Wuhan Tianyu Education Technology Co., Ltd. (hereinafter referred to as “Tianyu education” or “the target company”) held by shenchuang intelligence (hereinafter referred to as “this transaction”).
（2） Association description
Yan Chunyu, chairman and one of the actual controllers of the company, directly holds 91.00% of the equity of shenchuang intelligence and serves as the chairman of shenchuang intelligence. According to relevant regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, shenchuang intelligence is a related party of the company, and this transaction constitutes a related party transaction.
（3） Review procedure
On December 14, 2021, the company held the fifth meeting of the eighth board of directors and the fifth meeting of the eighth board of supervisors respectively, deliberated and adopted the proposal on selling equity and related party transactions of Wuhan Tianyu Education Technology Co., Ltd., and Yan Chunyu, the related directors Eddie abstained from voting (Yan Chunyu and Eddie are the controlling shareholders of the company and the joint actual controllers of Wuhan Tongyu investment partnership (limited partnership). The independent directors approved the related party transaction in advance and expressed independent opinions. The transaction still needs to be approved by the general meeting of shareholders, and the related shareholders interested in the related party transaction will abstain from voting.
This transaction does not constitute a major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies, and does not need to be approved by relevant departments. 2、 Basic information of related parties
(i) Overview of related parties
Company name: Shenzhen shenchuang Intelligent Group Co., Ltd
Unified social credit code 91440300ma5fqbxr25
Enterprise type: limited liability company
Legal representative: Yan Chunyu
Registered capital: 50 million yuan
Date of establishment: August 1, 2019
Registered address: 15fgh-15f, Times financial center, No. 4001, Shennan Avenue, Fu’an community, Futian street, Futian District, Shenzhen
General business items include: investment in industry (specific items will be reported separately); technical development, sales and technical services of microelectronic products, software, system integration engineering, computers and supporting equipment, terminal equipment and related communication information products, data center computer room infrastructure and supporting products (including power supply and distribution, business scope, air conditioning and refrigeration equipment, intelligent management and monitoring, etc.) Engineering installation, on-site maintenance, technical consultation and equipment leasing; Self owned house lease; China trade, import and export business. (except for the items prohibited by the above laws, administrative regulations and decisions of the State Council, the restricted items can be operated only after obtaining permission)
Ownership structure Yan Chunyu holds 91.00% and Shenzhen Chunze enterprise management consulting partnership (limited partnership) holds 9.00%
（2） Key financial data
Unit: Yuan
Project September 30, 2021 December 31, 2020
Total assets 822090536.9477035172.94
Total liabilities 822669407.05271635.72
Net assets -578870.1149763537.22
Project from January to September 2021 to 2020
Operating income: 0.000 00
Operating profit -342407.33-163366.51
Net profit -342407.33-163366.51
Note: the data from January to September 2021 are unaudited.
（3） Whether the dishonest executee
After inquiry, shenchuang intelligence does not belong to the dishonest executee. 3、 Basic information of transaction object
(i) Underlying assets
The underlying asset of this transaction is 77.0370% equity of Tianyu Education held by Wuhan Tianyu Information Industry Co.Ltd(300205) .
（2） Basic information of the target company
Company name: Wuhan Tianyu Education Technology Co., Ltd
Unified social credit code 914201006918913664
Enterprise type other limited liability companies
Legal representative: Zhang Xinfang
The registered capital is 51923077 yuan
Date of establishment: August 27, 2009
Registered address: second floor, administration building, Wuhan Wuhan Tianyu Information Industry Co.Ltd(300205) Industry Co., Ltd., Science Park, Huazhong University of science and technology, East Lake New Technology Development Zone, Wuhan
R & D, production and sales of cultural and educational products (including digital content); educational consultation (excluding education and training); information technology training (excluding academic education); development and technical services of computer software and hardware; computer system integration and wholesale and retail of software products; enterprise marketing planning; conference and exhibition services, exhibition and display services; advertising design, business scope, production, release and agency; business category: information service business (including Internet information service, short message service, excluding fixed network telephone information service); business coverage: short message service: Hubei Province; (service items): Internet Information Service: excluding news, publishing, education, medical care, drugs and medical devices, electronic announcement service, etc.; publication wholesale and retail. (for projects subject to examination and approval according to law, business activities can be carried out only after examination and approval by relevant departments).
The main business is engaged in the development, sales and operation services of K12 stage education cloud platform, teaching application and terminal and other smart education series products against the background of national education informatization construction
As of the disclosure date of this announcement, the equity structure of Tianyu education is as follows:
No. name of shareholder contribution amount (10000 yuan) contribution proportion (%)
1 Wuhan Tianyu Information Industry Co.Ltd(300205) 4,00077.0370
2 Shenzhen Qianhai Fumei Resources Investment Co., Ltd. 192.30773 seven thousand and thirty-seven
3 Wuhan Zhonghui Chuanglian Education Technology Co., Ltd three thousand nine hundred and five
No. name of shareholder contribution amount (10000 yuan) contribution proportion (%)
4 Ouyang 320.46 one thousand seven hundred and seven
5 Liu Yonggang 1502.8889
6 Fu Qinhua 46.900 nine thousand and thirty-three
7 Grange 450.8667
8 Tang Shufang 450.8667
9 Yao Hu 270.5200
10 Chen Cheng 270.5200
11 song Lei 260.5007
120000 steeds four thousand eight hundred and fifty-three
13 Zhang Xiaojun 180.3467
14.16.200 three thousand one hundred and twenty
15 Yang Lihua 16.200 three thousand one hundred and twenty
16 fan Xiangyuan 16.200 three thousand one hundred and twenty
17 Wang Min 11.600 two thousand two hundred and thirty-four
18 Zhang Mingfei 10.800 two thousand and eighty
19 Xia Rui 8.100 one thousand five hundred and sixty
20 Tian Yijun 8.100 one thousand five hundred and sixty
21 Sun Wei 80.1541
22 Dai Youyong 80.1541
23 Chen Jielong 80.1541
24 Zhang Tao 7.200 one thousand three hundred and eighty-seven
25 he Yun 7.200 one thousand three hundred and eighty-seven
26 Li Yan
