Securities code: 300551 securities abbreviation: Shanghai Guao Electronic Technology Co.Ltd(300551) Announcement No.: 2021-088 Shanghai Guao Electronic Technology Co.Ltd(300551)
Supplementary announcement on matters related to the acquisition of 51% equity of Beijing Dongfang Gaosheng Investment Consulting 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.
According to the supplementary opinions issued by Shanghai jintiancheng law firm on the reply to specific questions in the letter of concern for Shanghai Guao Electronic Technology Co.Ltd(300551) , Shanghai Guao Electronic Technology Co.Ltd(300551) (hereinafter referred to as the "company") hereby makes a supplementary announcement on matters related to the acquisition of 51% equity of Beijing Dongfang Gaosheng Investment Consulting Co., Ltd. (hereinafter referred to as "Beijing Donggao"):
1、 Historical evolution of Dongfang Gaosheng Technology Co., Ltd
(1) Establishment of Dongfang Gaosheng Technology Co., Ltd. (hereinafter referred to as "Dongfang Gaosheng")
After verification, Shenzhen koniu Technology Co., Ltd. (the predecessor of Dongfang Gaosheng, hereinafter referred to as "Shenzhen koniu") is an enterprise established in May 2016 by YOUPIN Wealth Management Co., Ltd. (hereinafter referred to as "Youpin wealth") controlled by Li Ruiming (the current general manager of the company and took office on October 28, 2021). As of February 2019, the equity structure of Shenzhen koniu is as follows:
No. shareholder name subscribed capital contribution (10000 yuan) shareholding ratio
1 YOUPIN Wealth Management Co., Ltd. 500.00100%
Total 500.00100%
(2) Background and process of Shen Jie's acquisition of Shenzhen suniu
At the beginning of 2019, Shen Jie intends to acquire Beijing Donggao with securities investment consulting license, but according to the requirements of the regulatory authorities, the acquired enterprises must be enterprises that have been in continuous operation for more than 3 years. In order to meet the regulatory requirements, Shen Jie acquired Shenzhen Shenniu from the superior product wealth controlled by Li Ruiming, and plans to use Shenzhen Shenniu as the acquirer to acquire Beijing Donggao.
On February 20, 2019, Shen Jie and other shareholders signed the equity transfer agreement with Youpin wealth, Shen Jie and other shareholders transferred their 94% equity of Shenzhen koniu to Youpin wealth at the consideration of RMB 470000 (subscribed capital of RMB 4.7 million and paid in capital of RMB 188000); YOUPIN Technology Co., Ltd. (Youpin technology, an enterprise controlled by Li Ruiming) transferred their 6% equity of Shenzhen koniu to Youpin wealth at the consideration of RMB 30000 (the subscribed capital contribution is 300000 yuan and the paid in capital contribution is 12000 yuan). On the same day, Shenzhen suniu held a shareholders' meeting to consider and pass the relevant proposals on the equity transfer, and agreed that the legal representative, chairman and general manager of Shenzhen suniu should be changed from Li Ruiming to Shen Jie. After the equity transfer, the equity structure of Shenzhen suniu is as follows:
No. list of shareholders subscribed capital contribution (10000 yuan) shareholding ratio
1 Shen Jie 255.0051 00%
2 Shanghai Yeqi enterprise management center 185.0037 00%
3 Beijing Baida Information Technology Co., Ltd. 30.006 00%
4. YOUPIN Technology Co., Ltd. 30.006 00%
Total 500.00100.00 00%
After verification, superior technology is a wholly-owned subsidiary of superior wealth, and the actual controller is Li Ruiming. After the completion of this equity transfer, premium technology controlled by Li Ruiming still retains 6% equity in Shenzhen suniu.
(3) Capital increase of Shenzhen suniu in March 2019
On March 4, 2019, Shenzhen suniu held a shareholders' meeting and agreed to increase the registered capital of the company from RMB 5 million to RMB 100 million. The newly increased registered capital shall be subscribed and paid in by each shareholder according to the equity ratio. After the capital increase, the equity structure of Shenzhen suniu is as follows:
No. list of shareholders subscribed capital contribution (10000 yuan) shareholding ratio
1 Shen Jie 5100.0051 00%
2 Shanghai Yeqi enterprise management center 3700.0037 00%
3 Beijing Baida Information Technology Co., Ltd. 600.006 00%
4. YOUPIN Technology Co., Ltd. 600.006 00%
Total 10000.00100.00 00%
After the capital increase, Shen Jie signed the equity transfer agreement with Shenzhen suniu as the acquirer and Guangzhou qianbenjia Information Technology Co., Ltd., the shareholder of Beijing East plateau. Shenzhen suniu transferred 100% equity of Beijing Donggao at the consideration of RMB 100 million to complete the acquisition of Beijing Donggao.
(4) Exit of premium technology from Shenzhen
In January 2020, Youpin technology signed the equity transfer agreement with Beijing Baida Information Technology Co., Ltd. (hereinafter referred to as "Beijing Baida"), which agreed that Youpin technology transferred 6% equity of Shenzhen suniu (subscribed and paid in capital of 6 million yuan) to Beijing Baida at the consideration of RMB 6.6 million. After the equity transfer, the equity structure of Shenzhen suniu is as follows:
No. list of shareholders subscribed capital contribution (10000 yuan) shareholding ratio
1 Shen Jie 5100.0051 00%
2 Shanghai Yeqi enterprise management center 3700.0037 00%
3 Beijing Baida Information Technology Co., Ltd. 1200.0012 00%
Total 10000.00100.00 00%
On March 23, 2020, Shenzhen suniu completed the industrial and commercial change registration procedures for this equity transfer. So far, Youpin technology completely withdrew from Shenzhen suniu.
(5) Name change and subsequent equity adjustment of Shenzhen suniu
In June 2020, Shenzhen suniu held a shareholders' meeting and agreed to change the company's name to Dongfang Gaosheng Technology Co., Ltd.
From June 2020 to February 2021, Dongfang Gaosheng has another two equity transfers and one capital increase. As of the date of this announcement, the equity structure of Dongfang Gaosheng is as follows:
No. list of shareholders subscribed capital contribution (10000 yuan) shareholding ratio
1 Shanghai Muyu enterprise management center (limited partnership) 5800.0055.10%
2 Shanghai Longguan enterprise management center (limited partnership) 4200.0039.90%
3 Dongguan Yingjia Technology Co., Ltd. 526.31585 00%
Total 10526.3158100 00%
(6) Change of registration place of Dongfang Gaosheng
On March 24, 2021, Dongfang Gaosheng held a shareholders' meeting to consider and pass the proposal on the relocation of the company. The registered address of Dongfang Gaosheng was moved from Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen (settled in Shenzhen Qianhai business secretary Co., Ltd.) to No. 13, Zexi street, Hanxi Village (Hanxi business center), Zhongcun street, Panyu District, Guangzhou. During the relocation process, Dongfang Gaosheng failed to update the enterprise contact number to the industrial and commercial registration department in time, and the enterprise contact number is still the reserved number at the time of original registration.
2、 Is there any relationship between Dongfang Gaosheng and the company's executives
Li Ruiming resigned from the executive position of Shenzhen koniu (predecessor of Dongfang Gaosheng) in February 2019, and the superior product technology controlled by Li Ruiming withdrew from Shenzhen koniu in March 2020. Relevant matters have been more than one year, and Li Ruiming has not held the position of general manager of the company during this period. Therefore, there is no relationship between Dongfang Gaosheng and Li Ruiming and the enterprises controlled by Li Ruiming.
At the same time, Dongfang Gaosheng issued a declaration of non Association, Confirm and state: "(1) since Shen Jie and relevant shareholders acquired 94% of the equity of our company in February 2019, Li Ruiming resigned as our legal representative, chairman and general manager. Since then, Li Ruiming (and related parties) has not held any position in our company; (2) In March 2020, after the superior product technology Co., Ltd. controlled by Li Ruiming transferred its 6% equity in our company, superior product technology Co., Ltd. completed its exit. After that, Li Ruiming (and its related parties) did not hold equity in our company; (3) as of the date of this statement letter, our company had no relationship with Li Ruiming (and its related parties). Our company and Li Ruiming (and its related parties) have no other agreements and arrangements on this transaction, and there is no transfer of interests. "
Li Ruiming issued a declaration of non Association, Statement: "(1) after I resigned as the chairman and general manager of Shenzhen koniu Technology Co., Ltd. (the predecessor of Dongfang Gaosheng) in February 2019, I (and related parties) did not hold any position of Dongfang Gaosheng until the date of this statement letter; (2) I (and related parties) will no longer hold any equity of Dongfang Gaosheng from the date of issuing this statement after the withdrawal of superior product technology Co., Ltd. controlled by me from Shenzhen suniu in March 2020. (3) as of the date of issuing this statement, I (and related parties) has no relationship with Dongfang Gaosheng and its actual controller Shen Jie, no other agreements and arrangements on this transaction, and no transfer of interests. "
To sum up, Dongfang Gaosheng has no relationship with Li Ruiming and the enterprises controlled by him, nor with the company, its actual controller, Dong Jiangao.
3、 Opinions of independent directors
The supplementary special opinions of the independent directors of the company on whether there is an affiliated relationship between Dongfang Gaosheng Technology Co., Ltd. and Li Ruiming and the enterprises controlled by them are as follows:
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the company law of the people's Republic of China, the articles of association and other relevant laws, regulations and rules of the China Securities Regulatory Commission, As an independent director of Shanghai Guao Electronic Technology Co.Ltd(300551) (hereinafter referred to as "the company"), we propose to hire an external lawyer to verify the company's affiliated relationship. According to the supplementary opinions issued by Shanghai jintiancheng law firm, the independent director gives the following supplementary independent opinions:
1. Shanghai jintiancheng law firm believes that Dongfang Gaosheng has no relationship with Li Ruiming and the enterprises controlled by him, nor with the company, its actual controller and Dong Jiangao.
2、 The independent director noted that Li Ruiming had been the chairman and general manager of Shenzhen koniu Technology Co., Ltd. (the predecessor of Dongfang Gaosheng) before February 2019, and joined the company as the general manager after quitting Dongfang Gaosheng; according to the measures for the administration of information disclosure of listed companies Based on the principle of substance over form, the company acquired 51% equity of Dongfang Gaosheng and submitted it to the shareholders' meeting for attention and disclosure during on-site deliberation.
It is hereby announced.
Shanghai Guao Electronic Technology Co.Ltd(300551) board of directors
December 23, 2021
