Securities code: Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) securities abbreviation: Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) Announcement No.: 2022036 Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Announcement on the sale of equity of participating companies
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.
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as "the company" or " Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) ") held the second meeting of the Fourth Board of directors on March 11, 2022, deliberated and adopted the proposal on selling equity of joint stock companies. The details are as follows:
1、 Transaction overview
Zhejiang Dongwang times Technology Co., Ltd. (hereinafter referred to as "Dongwang times") plans to acquire no more than 100% equity of Chongqing Huixian Youce Technology Co., Ltd. (hereinafter referred to as "Chongqing Huixian") which is a joint-stock company of the company (the corresponding capital contribution is RMB Shanghai Pudong Development Bank Co.Ltd(600000) 00). Dongwang times and relevant shareholders of Chongqing Huixian, including the company, signed the framework agreement on equity acquisition of Chongqing Huixian Youce Technology Co., Ltd. on March 11, 2022. All parties agreed and confirmed that Chongqing Huixian was appraised on December 31, 2021 as the benchmark date, The transfer price of the underlying asset will be determined through consultation with reference to the evaluation report issued by the asset evaluation institution with securities and futures related business qualification, but the final price of the underlying asset shall not be higher than the upper limit of the evaluation value. The parties agree that based on the comprehensive estimated value of the underlying assets of 429816809 yuan, Dongwang times plans to acquire the shares of Chongqing Huixian at 6.52 yuan per share. However, if the evaluation report issued by the asset evaluation agency shows that the corresponding evaluation value of 100% equity of Chongqing Huixian is less than 429816809 yuan, the purchase price of the underlying assets shall be adjusted accordingly according to the actual evaluation value.
The company now holds 4350000 shares of Chongqing Huixian, with a shareholding ratio of 7.25%. It plans to transfer them all this time. According to the transfer price of 6.52 yuan per share, the transfer amount of Chongqing Huixian shares sold by the company totaled 28362000 yuan. After the completion of this transaction, the company no longer holds the shares of Chongqing Huixian.
This equity sale is within the approval authority of the board of directors of the company and does not need to be submitted to 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.
This transaction can only be implemented after the conditions such as the deliberation and approval of the shareholders' meeting of Dongwang times of the counterparty are met. The implementation is uncertain. The company will announce the progress in a timely manner according to the implementation of the transaction in the future.
2、 Basic information of the counterparty
1. Company name: Zhejiang Dongwang times Technology Co., Ltd. (former name: Zhejiang Guangsha Co.Ltd(600052) )
2. Company type: other joint stock limited companies (listed)
3. Registered address: west side of No. 1 Zhenxing Road, Dongyang City, Zhejiang Province
4. Main office location: 5 / F, building a, Xizi international, No. 9, Jingtan Road, Shangcheng District, Hangzhou, Zhejiang Province. Legal representative: Jiang Xufeng
6. Registered capital: 84419474100 yuan
7. Unified social credit Code: 9133 Shenzhen Sdg Information Co.Ltd(000070) 4206103u
8. Main business: general projects: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Energy conservation management services; Contract energy management; Software development; Application system integration services in artificial intelligence industry; Industrial Internet data service; Professional design services; Industrial engineering design services; Engineering management services; Digital content production services (excluding publishing and distribution); Sports event planning; Organize sports performance activities; Other cultural and art brokerage agents; Sales of daily necessities; Corporate image planning; Non residential real estate leasing (except for the projects that must be approved according to law, carry out business activities independently according to law with the business license).
9. Dongwang times has no relationship with the company.
10. Zhejiang Guangsha Co.Ltd(600052) held the seventh extraordinary general meeting of shareholders in 2021 on December 22, 2021, deliberated and approved the proposal on proposed change of company name and business scope and amendment of corresponding articles of association, and changed its company name from Zhejiang Guangsha Co.Ltd(600052) "to" Zhejiang Dongwang times Technology Co., Ltd; Dongwang times held the 9th meeting of the 11th board of directors on January 7, 2022, deliberated and passed the proposal on changing the company's securities abbreviation, agreed to change the company's securities abbreviation from " Zhejiang Guangsha Co.Ltd(600052) " to "Dongwang times", and the securities code " Zhejiang Guangsha Co.Ltd(600052) " remained unchanged.
11. Major shareholders:
According to the third quarter report of Zhejiang Guangsha Co.Ltd(600052) 2021, as of September 30, 2021, its top 10 shareholders are as follows:
Name of shareholder number of shares (shares) shareholding ratio
Dongyang Dongke Digital Technology Co., Ltd. 24467567628.98%
Guangsha Holding Group Co., Ltd. 10825 Csg Holding Co.Ltd(000012) .82%
Guangxia Construction Group Co., Ltd. 411611904.88%
Louming 159500001.89%
Lou Zhongfu 145914201.73%
Hangzhou equity management center 13407160%
From Julin 90 Ping An Bank Co.Ltd(000001) .07%
Cao Wenhao 5 People.Cn Co.Ltd(603000) 0.66%
Zhejiang Guangsha Co.Ltd(600052) Investment Co., Ltd. 48672290.58%
Wang Xiaoping 45309000.54%
12. Main financial position:
Unit: Yuan
Balance sheet items December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 386104158377370825090264
Total liabilities 4810707774325863127725
Net assets 337997080634344961962539
Income statement project 2020 (audited) January September 2021 (Unaudited)
Operating income 186440120095714702762
Net profit -46833706102288535870
13. Upon inquiry, as of the date of this announcement, Dongwang times does not belong to the dishonest executee.
3、 Basic information of the transaction object
(I) the transaction object of this sale is the 7.25% equity of Chongqing Huixian held by the company
It is clear that there is no mortgage, pledge or any other restricted transfer, and it does not involve litigation, arbitration or other matters
Judicial coercive measures such as seizure and freezing do not hinder the transfer of ownership.
(II) basic information of the target company
1. Company name: Chongqing Huixian Youce Technology Co., Ltd
2. Company type: joint stock company
3. Registered address: 14th floor, building 2, Torch Building, No. 166, Keyuan 1st Road, Jiulongpo District, Chongqing
4. Legal representative: Li Xiaodong
5. Registered capital: 60 million yuan
6. Date of establishment: January 9, 2007
7. Unified social credit Code: 915001077980061797
8. Main business: licensed projects: Class II value-added telecommunications services, fire-fighting facilities, engineering construction, housing
General contracting of construction and municipal infrastructure projects (projects subject to approval according to law shall be approved by relevant departments
Business activities can only be carried out. The specific business items shall be subject to the approval documents or licenses of relevant departments
Project: development, sales, technical consultation, technical service of computer software and hardware, smart card system, Internet
Information technology services, development, sales, technical consultation, technical services and contracts of energy-saving technologies and energy-saving products
Energy management, grade III professional contracting of building electromechanical installation engineering (items and time limit approved according to the building qualification certificate)
Engaged in operation), general equipment, air conditioning equipment, heating equipment, refrigeration equipment, ventilation equipment, air source heat
Pumps, water pumps, stainless steel water tanks, complete sets of electrical control equipment, remote monitoring equipment, boilers (subject to approval)
Business projects can be operated only after obtaining approval), drinking water equipment, agricultural machinery, water purification equipment
Swimming pool equipment, teaching instruments and equipment, complete sets of laboratory equipment, office equipment, teaching software, Cecep Solar Energy Co.Ltd(000591) light
Sales, installation, design and technical services of thermal and photovoltaic equipment, and general bath services (operation subject to approval)
After obtaining the approval of the development and operation of the kitchen system on campus, it can be engaged in the development and sale of the kitchen system
Products (excluding dangerous chemicals and class I precursor drugs). Washing machinery sales, washing and dyeing services, washing and ironing services,
Home appliance sales, vending machine sales, Internet of things equipment sales, Internet of things application services, Internet of things technology
Technology services, intelligent control system integration, sales of special equipment for environmental protection, research and development of emerging energy technologies, property
Management, unit logistics management services, municipal facilities management, technical services, technical development, technical consultation and technical cooperation
Technology exchange, technology transfer, technology promotion, software development, artificial intelligence basic software development, garden green chemical industry
Project construction (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
9. Major shareholders:
No. shareholder name contribution amount (yuan) shareholding ratio
1 Li Xiaodong 1444070024.07%
2 Chongqing ceju enterprise management consulting center (limited partnership) 40700006.78%
3 Chongqing shunzhan enterprise management consulting center (limited partnership) 8100001.35%
4 Chongqing Nengrui enterprise management consulting center (limited partnership) 4300000.72%
5 Euro 7 Ping An Bank Co.Ltd(000001) .17%
No. shareholder name contribution amount (yuan) shareholding ratio
6 Tan Shuya 2000000.33%
7 xin'anjie
