Securities code: Grg Banking Equipment Co.Ltd(002152) securities abbreviation: Grg Banking Equipment Co.Ltd(002152) Announcement No.: pro 2022020 Grg Banking Equipment Co.Ltd(002152)
Announcement on the non-public agreement capital increase of the holding company Express
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
1. Guangzhou express Suda Technology Co., Ltd. (hereinafter referred to as “express Suda”) was established in February 2021 with a registered capital of 10 million yuan. It is a holding subsidiary of Guangzhou fulcrum Venture Capital Co., Ltd. (hereinafter referred to as “fulcrum venture capital”), a wholly-owned subsidiary of Grg Banking Equipment Co.Ltd(002152) (hereinafter referred to as “the company”), AMEX digital focuses on providing digital RMB application access services for self operated and third-party business ecological partners.
The newly increased capital of Guangzhou Yuntong (hereinafter referred to as “the registered capital of the partnership”) is supported by the subscription price of RMB 1 million for each newly increased capital of Guangzhou Yuntong (hereinafter referred to as “the registered capital of the partnership”) by the shareholders of the partnership. In this capital increase, AMEX has raised 20 million yuan, and the difference between Nast yingguan’s actual contribution and its subscribed registered capital is included in Amex’s capital reserve. Based on the operating conditions of express digital and the overall strategic development of the company, fulcrum venture capital gives up the priority to subscribe for the capital increase. After the capital increase, the registered capital of express Suda has increased from 10 million yuan to 11 million yuan, of which fulcrum venture capital holds 545455% equity and Beijing Fuda Technology Center (limited partnership) (hereinafter referred to as “Beijing Fuda”) holds 326363%, Shanghai xiangdongran business consulting partnership (limited partnership) (hereinafter referred to as “xiangdongran partnership”) holds 3.6364% equity, and the capital increasing party Nast yingguan holds 9.1818%.
2. The company held the 20th (Interim) meeting of the sixth board of directors on March 7, 2022, and deliberated and adopted the proposal on non-public agreement capital increase of the holding company’s express number. According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this capital increase is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. 3. 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 capital increasing party
Company name: Guangzhou Nast yingguan equity investment partnership (limited partnership)
Enterprise type: Partnership (limited partnership)
Executive partner: Nast Investment Management Co., Ltd
Unified social credit Code: 91440101ma5at11g3e
Main business premises: rooms 1101, 1102, 1103, 1104, 1115 and 1116, No. 183187, Tianhe North Road, Tianhe District, Guangzhou
Business scope: equity investment.
Ownership structure:
Name of general partner subscribed capital contribution (10000 yuan) subscribed proportion
Nast Investment Management Co., Ltd. 2 0.087%
Name of limited partner subscribed capital contribution (10000 yuan) subscribed proportion
He Rongtian 528 229565%
Zhang Rongdi 150 6.5217%
Li Peiyan 150 6.5217%
Tang Yusheng 100 4.3478%
Liu Xiaoling 100 4.3478%
Janus 300 130435%
Feng Jian 220 9.5652%
Pan Yanxiong 100 4.3478%
Zheng Feng 200 8.6957%
Lin Junjie 100 4.3478%
Li Zhidong 350 152174%
Total 2 Ningbo Shuanglin Auto Parts Co.Ltd(300100) %
Actual controller: he Rongtian
Relationship: Nast yingguan has no relationship with the company.
Other notes: Nast yingguan is not a dishonest executee.
3、 Basic information of capital increase objects
1. Basic information
Company name: Guangzhou Yuntong Shuda Technology Co., Ltd
Legal representative: Zhong Yong
Registered capital: 10 million yuan
Unified social credit Code: 91440101ma9w51rf7n
Address: Room 101, first floor, No. 232, Gaotang Road, Tianhe District, Guangzhou
Business scope: information technology consulting services; Information system operation and maintenance services; Internet of things technology services; Intelligent control system; Research and development of new material technology; Technology intermediary services; Natural science research and experimental development; Integrated circuit design; Artificial intelligence theory and algorithm software development; Network and information security software development; Software outsourcing services; Development of artificial intelligence application software; Software development; Basic resources and technology platform of artificial intelligence; Technical consulting service of artificial intelligence public service platform; Network technology services; General application system of artificial intelligence; Research and development of rocket control system; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Digital content production services (excluding publishing and distribution); Basic software development of artificial intelligence; Data processing and storage support services; Application system integration services in artificial intelligence industry; Information system integration service; Artificial intelligence public data platform; Big data services; Internet of things application services; Blockchain technology related software and services; Research and development of marine engineering equipment; Digital cultural creative content application service; Accept the entrustment of financial institutions to engage in information technology and process outsourcing services (excluding financial information services); Internet data services; Artificial intelligence innovation and entrepreneurship service platform; Industrial design services; IC chip design and services; Research and development of terahertz detection technology; Engineering and technical research and test development; Computer system services; Data processing services; Medical research and experimental development.
2. Ownership structure
No. shareholder name registered capital (10000 yuan) equity ratio (%)
1 Guangzhou fulcrum Venture Capital Co., Ltd. 600 60.00
2 Beijing Fuda Technology Center (limited partnership) 359 35.90
3 Shanghai xiangdongran business consulting partnership (limited partnership) 40 4.00
4 Guangzhou Nast yingguan equity investment partnership (limited partnership) 1 0.10
Total 1 Tcl Technology Group Corporation(000100)
3. Financial situation
According to the audit report issued by Guangdong Branch of Lixin Certified Public Accountants (special general partnership) (Xin Kuai Shi Yue Bao Zi [2022] No. 10003), the main financial data of express digital are as follows:
Unit: 10000 yuan
Project November 30, 2021
Total assets 4870621
Total liabilities 676161
Owner’s equity 419 four thousand four hundred and sixty
Project from January to November 2021
Operating income 0.0089
Net profit – 330 five thousand five hundred and forty
4、 Method, pricing basis and capital source of this capital increase
1. Method of this capital increase
The capital increase of Amex digital is planned to adopt the method of “capital increase by non-public agreement of the original shareholders”, which is led by the shareholder of Amex digital Nast yingguan
At the subscription price of 20 yuan for every 1 yuan of registered capital, the number of American Express subscriptions will reach 1 million yuan of newly added registered capital.
2. Pricing basis
According to the assets appraisal report on the value of all shareholders’ equity of Guangzhou express Digital Technology Co., Ltd. involved in the proposed capital increase and share expansion of Guangzhou express Digital Technology Co., Ltd. (Zhonglian international appraisal Zi [2022] No. vngqb0025) issued by Zhonglian international appraisal and Consulting Co., Ltd., the appraisal was conducted on the benchmark date of November 30, 2021 by using the asset-based method and the income method at the same time, Considering the applicability between the appraisal method, the appraisal purpose and the appraisal object, the appraisal result of the income method is selected as the appraisal conclusion, that is, the appraisal value of the total equity value of the shareholders of express is 182 million yuan, the appraisal value-added is 1778055 million yuan, and the growth rate is 423902%. In combination with the appraisal report and through friendly consultation with shareholders, the overall equity value before the capital increase is 200 million yuan, and Nast yingguan subscribes to the newly increased registered capital of 1 million yuan at the subscription price of 20.00 yuan for each yuan of registered capital.
The appraisal report has been filed for state-owned assets appraisal.
3. Source of funds
The capital source of Nast yingguan’s capital increase in Amex is its own capital.
5、 Main contents of the capital increase agreement to be signed
Fulcrum venture capital (Party A I), Beijing Fuda (Party A II), xiangdongran partnership (Party A III), Nast yingguan (Party A IV; current capital increase party) (below)
