Securities code: Ygsoft Inc(002063) securities abbreviation: Ygsoft Inc(002063) Announcement No.: 2022008 Ygsoft Inc(002063)
Announcement on listed transfer of equity of holding 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.
Ygsoft Inc(002063) (hereinafter referred to as "the company") held the 12th meeting of the 7th board of directors on April 6, 2022, deliberated and adopted the proposal on listing and transfer of equity of holding subsidiaries, and agreed that the company and its wholly-owned subsidiary, Guangyuan capital management (Hengqin) Co., Ltd. (hereinafter referred to as "Guangyuan capital") should list and transfer 63% equity of Zhuhai Gaoyuan Electric Energy Technology Co., Ltd. (hereinafter referred to as "Gaoyuan electric energy"). The specific contents are hereby announced as follows:
1、 Transaction overview
1. The company and Guangyuan capital plan to transfer 63% of the total equity of Gaoyuan electric energy through public listing.
The way of public listing transfer is auction transaction, and the reserve price of the first listing is not lower than the evaluation results filed by the State Grid Corporation of China. The specific amount shall be subject to the final filed evaluation report, and the evaluation base date is March 31, 2022.
Before the completion of this public listing transfer, if other shareholders of Gaoyuan electric energy transfer their equity of Gaoyuan electric energy, the company and Guangyuan capital give up the preemptive right.
2. The 12th meeting of the 7th board of directors of the company deliberated and adopted the proposal on listing and transferring the equity of holding subsidiaries, with 9 affirmative votes, 0 negative votes and 0 abstention votes. The independent directors expressed independent opinions on this matter. According to the stock listing rules of Shenzhen Stock Exchange and the articles of association, the company will determine whether this transaction needs to be submitted to the general meeting of shareholders for deliberation according to the transaction amount.
The board of directors authorizes the management of the company to perform the procedures related to listing and sign the equity transfer agreement and other relevant legal documents.
3. This item does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. 4. According to the relevant provisions of state-owned assets management, this equity transfer is carried out by public listing, and the counterparty has not been determined, so it is temporarily impossible to judge whether it involves related party transactions. If the listed transfer leads to related party transactions, the company will perform the corresponding review procedures and information disclosure obligations in accordance with related party transactions.
2、 Basic information of the counterparty
It is planned to transfer the equity through public listing, and the transferee has not been determined. Under the same conditions, other shareholders of Gaoyuan electric energy Zhuhai high tech Construction Investment Co., Ltd. and Zhuhai jiannengxing Internet of things Technology Center (limited partnership) have the priority to transfer the equity.
3、 Basic information of transaction object
Company name: Zhuhai Gaoyuan Electric Energy Technology Co., Ltd
Enterprise type limited liability company
Date of establishment: June 13, 2016
Registered capital: 16 million yuan
Legal representative: Chen Lihao
Registered address: unit 1018, floor 1, zone B plant, No. 8 Gangle Road, Tangjiawan Town, high tech Zone, Zhuhai
Unified social credit code 91440400ma4uqkgl1t
Purchase electricity, heat, cold, steam and water; Selling electricity, heat, cold, steam and water; New energy technology development, technical consultation, technology transfer and technical services; Contract energy management; Comprehensive energy conservation and power consumption consultation; Investment, construction, operation and management of power projects; Power supply business scope: investment, construction, operation and management of pipe network and water supply pipe network; Carbon emission trading; Power engineering design and construction; Software development and sales, data processing and storage services, information system integration services, technology development, technology consulting and technology transfer; E-commerce and network commerce services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
1. Ownership structure
Name of shareholder contribution proportion contribution amount (10000 yuan)
Ygsoft Inc(002063) 51% 816
Zhuhai hi tech Construction Investment Co., Ltd. 30% 480
Guangyuan capital management (Hengqin) Co., Ltd. 12% 192
Zhuhai jiannengstar Internet of things Technology Center (limited partnership) 7% 112
Total 100% 1600
2. Financial data
Unit: 10000 yuan
Project 202112.312022.3.31
Total assets 546531191832
Total receivables 25.60 70.45
Total liabilities 40.03 26.32
Total amount involved in contingencies (including guarantee, litigation and arbitration)
Arbitration matters)
Net assets 542528189200
Operating income 868.29 172.31
Operating profit 3.73 -177.69
Net profit 2.51 -133.27
Net cash flow from operating activities -367.86 -196.43
Note: the above data as of December 31, 2021 has been audited, and the data as of March 31, 2022 has not been audited.
The company held the 11th meeting of the 7th board of directors on January 28, 2022, deliberated and adopted the proposal on reducing registered capital and related party transactions of holding subsidiaries (Announcement No.: 2022004). Recently, Gaoyuan electric power has completed the industrial and commercial registration procedures for capital reduction, and the registered capital has been reduced from 50 million yuan to 16 million yuan.
3. The property right of Gaoyuan electric energy is clear. There is no mortgage, pledge or any other restriction on the transfer of the equity to be transferred by the company and Guangyuan capital, no litigation, arbitration matters or judicial measures such as seizure and freezing, and no other circumstances that hinder the transfer of ownership.
4. After inquiry, Gaoyuan electric energy does not belong to the dishonest executee.
5. Up to now, the company and Guangyuan capital have not provided guarantee for Gaoyuan electric energy, entrusted its financial management, provided financial assistance to Gaoyuan electric energy, and Gaoyuan electric energy has not occupied the capital of the company and Guangyuan.
6. Assessment
The company will hire relevant institutions to evaluate the subject matter of the transaction. The benchmark date of the evaluation is March 31, 2022. The final evaluation value shall be subject to the evaluation report filed by the State Grid Corporation of China. The company and Guangyuan capital are publicly listed to transfer 63% of the equity of Gaoyuan electric energy at a price not lower than the evaluation price recorded by the State Grid Co., Ltd., and the final transfer price is subject to the actual listing transaction price.
4、 Transaction pricing policy and basis
The initial listing reserve price of this equity transfer is determined based on the Gaoyuan electric energy evaluation report filed with the State Grid Corporation of China, and the specific amount is subject to the final filed evaluation report.
5、 Other arrangements
This equity transfer does not involve personnel resettlement, land leasing, debt restructuring and other matters.
6、 Purpose of equity transfer and its impact on the company
This equity transfer is conducive to optimizing the asset allocation of the company, further promoting the overall strategic layout of the company and accelerating the high-quality development of the company. After the equity transfer, the company and Guangyuan capital will no longer hold the equity of Gaoyuan electric energy, and the scope of the company's consolidated statements will change. The operating revenue and net profit of Gaoyuan electric power in 2021 account for a small proportion of the company's operating revenue and net profit. This equity transfer will not have a significant impact on the company's financial status and operating results. The proceeds from equity transfer will be used for daily operation, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders.
7、 Opinions of independent directors
After review, the independent directors believe that the public listing and transfer of Gaoyuan electric power equity complies with the provisions of relevant laws, regulations and the articles of association, and the relevant deliberation and decision-making procedures are legal and effective, which is conducive to optimizing the asset allocation of the company, further promoting the overall strategic layout of the company, accelerating the high-quality development of the company, and there is no situation damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree to transfer 63% equity of Gaoyuan electric energy through public listing.
8、 Other
This equity transfer is carried out through public listing. The transferee and the final transaction price and time have not been determined, and the transaction is still uncertain. Please pay attention to investment risks. The company will timely perform corresponding procedures and continuous information disclosure obligations on the follow-up progress of this equity transfer.
9、 Documents for future reference
1. Resolutions of the board of directors;
2. Opinions of independent directors;
3. Summary of transactions of listed companies.
It is hereby announced.
Ygsoft Inc(002063) board of directors
April 6, 2022
