Securities code: 300050 securities abbreviation: Dingli Corp.Ltd(300050) Announcement No.: 2022-005
Public notice on the sale of 100% equity of Shanghai Yixin Intelligent Technology Co., Ltd
Tell
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.
Important:
1. Dingli Corp.Ltd(300050) (hereinafter referred to as “company” or ” Dingli Corp.Ltd(300050) “) intends to sell 100% equity of its wholly-owned subsidiary Shanghai Yixin Intelligent Technology Co., Ltd. (hereinafter referred to as “Shanghai Yixin company”, “target company” or “target company”). After the transfer, the company will no longer hold the equity of Shanghai Yixin company;
2. 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. According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, this transaction still needs to be approved by the general meeting of shareholders.
3. There are still uncertainties about whether the transaction can be successfully implemented and whether the counterparty can pay on time. The company will timely perform the obligation of information disclosure according to the progress of relevant matters. Please pay attention to the risks.
1、 Transaction overview
The company held the 15th meeting of the 5th board of directors on January 10, 2022, deliberated and adopted the proposal on selling 100% equity of Shanghai Yixin Intelligent Technology Co., Ltd. Shanghai Yixin company is mainly responsible for the company’s Internet of things business and is a comprehensive Internet of things solution provider. In order to optimize the company’s industrial structure, reduce operational risks and improve the development quality of listed companies, the company plans to transfer 100% of the equity of Shanghai Yixin company to Chengdu Guangqian jieyao Enterprise Management Co., Ltd. (hereinafter referred to as “Chengdu Guangqian jieyao company”). The transaction price is based on
The audit report of Shanghai Yixin Intelligent Technology Co., Ltd. (dahuashen Zi (2021) No. 0016723) issued by Dahua Certified Public Accountants (special general partnership) and the asset evaluation report on the value of all equity of shareholders of Shanghai Yixin Intelligent Technology Co., Ltd. Dingli Corp.Ltd(300050) involved in the equity to be transferred issued by Shenzhen Junrui Asset Evaluation Office (special general partnership) [Junrui evaluation report] (2021) No. 036] and the sale price is RMB 144 million. After the completion of this transaction, the company no longer holds the equity of Shanghai Yixin company.
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. According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, this transaction needs to be submitted to the general meeting of shareholders for deliberation.
2、 Introduction to counterparty
1. Basic information
Company name: Chengdu Guangqian jieyao Enterprise Management Co., Ltd
Type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Legal representative: RMB 60 million
Unified social credit Code: 91510185ma7fp932xp
Registered capital: 60 million yuan
Registered address: No. 15 and 16, building 6, block a, No. 408, Baita Road, Jiancheng, Jianyang, Chengdu, Sichuan
Main business: General Project: enterprise management consulting; business management; Software development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Information technology consulting services; Information system integration service; Satellite communication services; Data processing and storage support services; Leasing of computer and communication equipment; Sales of communication equipment; Instrument sales; Wholesale of electronic components; Retail of electronic components.
2. The equity structure of Chengdu guangqianjieyao company is:
No. Name subscribed capital contribution (10000 yuan) shareholding ratio (%)
1 Chengdu Hengjiu Hongxin Enterprise Management Co., Ltd. 6000 100
Total 6000 100
The controlling shareholder of Chengdu Guangqian jieyao company is Sichuan paya Decoration Engineering Co., Ltd., and the actual controller is Qing Xinhan.
3. Other instructions
As of the date of disclosure, the company has no creditor’s right relationship with the top ten shareholders, supervisors and other persons of Chengdu Guangyao company, which may cause the company’s creditor’s rights and interests to the company’s top ten shareholders, supervisors and other persons who have lost their trust. According to the communication between the company and Chengdu Guangqian jieyao company, Chengdu Guangqian jieyao company indicated that it has the ability to pay the transaction consideration.
4. Main financial data of the latest period
As the counterparty Chengdu guangqianjieyao company and its shareholder Chengdu Hengjiu Hongxin Enterprise Management Co., Ltd. are newly established companies, the financial situation of its controlling shareholder Sichuan paya Decoration Engineering Co., Ltd. in the latest period is as follows:
Unit: Yuan
Project September 30, 2021
Total assets 6673942.11
Total liabilities 6317487.13
Asset liability ratio 94.66%
Net assets 356454.98
Main financial indicators January September 2021
Operating income 19535936.85
Total profit 526329.89
Net profit 513171.64
3、 Basic information of transaction object
1. Basic information
Company name: Shanghai Yixin Intelligent Technology Co., Ltd
Unified social credit Code: 91310000667764973q
Date of establishment: October 8, 2007
Legal representative: Hu Zhongliang
Registered capital: 150 million yuan
Registered address: 4 / F, building 1, No. 55, Yuanzhong Road, Nanhui Industrial Park, Pudong New Area, Shanghai
Main business: licensed projects: various engineering construction activities; Class I value-added telecommunications services; The second category of value-added telecommunications services; Import and export of goods and technology.
(for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: engaged in intelligent technology, Internet of things technology, electronic technology, mechanical technology, fire technology, computer software technology, communication technology, pipeline engineering technology, line engineering technology Technology development, technical service, technical consultation, technology transfer, mold design and sales, communication equipment, electronic equipment, electronic products, industry Siasun Robot&Automation Co.Ltd(300024) and accessories, computer software and hardware systems, security equipment, monitoring equipment, RF identification products, electronic labels, mechanical equipment, mechanical parts, parts R & D and sales of vending machines, electronic and pneumatic components, identity verification equipment, data acquisition instrument, visitor equipment, intelligent access control project, social security self-service terminal, certificate identification terminal, mobile phone R & D, production and sales, computer system integration, network engineering, self owned equipment leasing and self owned house leasing.
2. Equity structure: Shanghai Yixin company is a wholly-owned subsidiary of the company, and the company holds 100% of its equity.
The subsidiaries of Shanghai Yixin company are as follows:
Enterprise name unified social credit code shareholding proportion registered address
Or registration number
Shanghai Xincong Technology Co., Ltd. No. 14, Lane 568, tanglu Road, 91310115ma1k3k4r4g test area, 100% China (Shanghai) free trade department
Shanghai Wuji cat intelligent technology 91310120ma1hr0t06w 90% 2 / F, No. 10, Lane 255, Xiaotang Road Co., Ltd., Fengxian District, Shanghai
Chongqing Xinkun intelligent technology has 70% of Chongqing Nanan Chayuan new Co., Ltd. 91500108ma60ae1074, floor 1, building B, No. 99, Century Avenue, urban area
ESIM technology 100% full floor, 12th floor, Santai building, 137-139, limited 2271385, Connaught Avenue central, Hong Kong
3. Main financial information:
Unit: Yuan
December 31, 2020 September 30, 2021
Total assets 612116796.18 622507284.45
Total liabilities 209832602.90 241256198.01
Asset liability ratio 34.28%, 38.76%
Total accounts receivable 181356349.96 211124212.53
Net assets 402284193.28 381251086.44
Main financial indicators January December 2020 January September 2021
Operating income 173885924.66 101644773.27
Operating profit -2234582.64 -30322875.53
Net profit: 273469.71 -26006739.70
Cash flow from operating activities 42090686.73 -637475.95
Net amount
Note: the financial data of Shanghai Yixin company in 2020 were audited by Dahua Certified Public Accountants (special general partnership), and the financial data from January to September 2021 were not audited.
4. Other instructions
(1) There is no judicial dispute or other compulsory measures related to the seizure or pledge of the subject assets of the company. There are no provisions in the articles of association or other documents that restrict shareholders’ rights other than laws and regulations.
(2) As of the date of this announcement, the litigation amount involved by Shanghai Yixin company was about 185776400 yuan. Among them, Shanghai Yixin company, as the prosecution party, involved 165.3002 million yuan (of which, the amount involved in Shanghai Yixin company suing the original shareholder to fulfill the promise of accounts receivable is 111.4916 million yuan. For details, see the progress announcement on the performance of commitments of equity transaction commitment parties (Announcement No.: 2021-057) disclosed by the company on October 29, 2021), As the sued party, Shanghai Yixin company involved an amount of about 20.4762 million yuan.
(3) If the transaction is successfully completed, the company will no longer provide any guarantee for Shanghai Yixin company and its subsidiaries. See article 4 (V) assets, creditor’s rights and debts of the target entity (articles 5.2 and 5.3) of this announcement for the solutions to the guarantee matters signed by the company.
