Securities code: Ylz Information Technology Co.Ltd(300096) securities abbreviation: Ylz Information Technology Co.Ltd(300096) Announcement No.: 2022030 Ylz Information Technology Co.Ltd(300096)
Announcement on the acquisition of real estate and related party transactions by holding subsidiaries through the purchase of equity
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、 Overview of related party transactions
(I) basic information of related party transactions
Xiamen Ylz Information Technology Co.Ltd(300096) (hereinafter referred to as “the company”) holding subsidiaries Ylz Information Technology Co.Ltd(300096) Yihui Technology Co., Ltd. (hereinafter referred to as “Yihui technology”) and Ylz Information Technology Co.Ltd(300096) intelligent (Xiamen) Technology Co., Ltd. (hereinafter referred to as “intelligent technology”) intend to sign the equity transfer agreement with Xiamen Yinju space geographic information Co., Ltd. (hereinafter referred to as “Yinju space”) according to their actual operation and development needs, Receive 100% equity of Xiamen Baiyi Information Technology Co., Ltd. (hereinafter referred to as “Xiamen Baiyi” or “target company”), a wholly-owned subsidiary of Yinju space, and 100% equity of Xiamen haojiguang Information Technology Co., Ltd. (hereinafter referred to as “Xiamen haojiguang” or “target company”), and obtain relevant real estate of Xiamen Baiyi and Xiamen haojiguang through equity transfer.
According to the real estate appraisal report (xiajunda fanggu [2022] No. d0142 and xiajunda fanggu [2022] No. d0143) issued by Xiamen Junda real estate assets appraisal and Consulting Co., Ltd. (hereinafter referred to as the “appraisal company”), the name of the subject company is located in Room 303, building 16, guanri Road, phase II, software park, Siming District, Xiamen The value of Room 403 real estate (with a construction area of 976.01 square meters and land and house ownership certificate No.: Xiaguo tufang Certificate No. 00728129 and Xiaguo tufang Certificate No. 00737520) is 9.8577 million yuan.
The equity transfer price is based on the value of the above two properties of Xiamen Baiyi and Xiamen haojiguang evaluated by the evaluation company. It is jointly confirmed through negotiation that Yihui technology plans to transfer 100% equity of Xiamen Baiyi with RMB 9.8577 million, and intelligent technology plans to transfer 100% equity of Xiamen haojiguang with RMB 9.8577 million, with a total transaction price of RMB 19.754 million.
(II) description of association relationship
Mr. Zhang Wenxuan, one of the shareholders of Yinju space, is the father of Mr. Zhang Xi, the controlling shareholder and actual controller of the company. According to article 7.2.3 of Shenzhen Stock Exchange GEM Listing Rules, in line with the principle of substance over form and prudence, Yinju space is recognized as the related legal person of the company, and this transaction constitutes a related party transaction.
(III) other instructions
This connected transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies and the Listing Rules of Shenzhen Stock Exchange gem, nor does it need to be approved by relevant departments. This connected transaction 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.
2、 Basic information of related parties
(I) basic information of related parties
Company name: Xiamen Yinju Spatial Geographic Information Co., Ltd
Legal representative: Peng Shaoyong
Registered capital: 16 million yuan
Unified social credit Code: 91350200751604972k
Company type: limited liability company (invested or controlled by natural person)
Registered address: unit 303, No. 16, guanri Road, software park, Xiamen
Business scope: Surveying and mapping services; Retail of computers, software and auxiliary equipment; Retail of communication equipment; Retail of other electronic products; Software development; Information system integration service; Information technology consulting services; Data processing and storage services; Integrated circuit design; Digital content services; Other unlisted information technology services (excluding projects requiring license and approval); Self owned real estate business activities; File processing and electronic file services.
Shareholders: natural person Xu Fang holds 77% equity and natural person Zhang Wenxuan holds 23% equity.
Main financial data:
Unit: RMB
Project 202112-31 (Unaudited) 202203-31 (Unaudited)
Total assets 77569887637961458819
Total liabilities 1211643878912357182248
Owner’s equity -4359450026 -4395723429
Project year 2021 (Unaudited) January March 2022 (Unaudited)
Operating income 85245281 0
Operating profit -304948787 -36338886
Net profit -308549145 -36355357
(II) relationship with the company
Mr. Zhang Wenxuan, one of the shareholders of Yinju space, is the father of Mr. Zhang Xi, the controlling shareholder and actual controller of the company. According to article 7.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange, based on the principle of substance over form and prudence, Yinju space is recognized as the affiliated legal person of the company.
(III) according to the inquiry of China executive information disclosure network, the bank note space does not belong to the dishonest executee.
3、 Basic information of transaction object
(I) basic information of the target company
1. Xiamen Baiyi
Company name: Xiamen Baiyi Information Technology Co., Ltd
Legal representative: Peng Shaoyong
Registered capital: 10 million yuan
Unified social credit Code: 913502 Jiangsu Chuanzhiboke Education Technology Co.Ltd(003032) 9080xd
Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Registered address: unit 403-4, No. 16, guanri Road, phase II, software park, Xiamen
Business scope: Internet information services (excluding drug information services and Internet cafes); Business information consultation; Other Internet services (excluding projects requiring approval); Operate the import and export of various commodities and technologies (without attaching the catalogue of import and export commodities), except for the commodities and technologies restricted or prohibited by the state; Design, production, agency and release of advertisements; Wholesale of electrical equipment; Wholesale of lamps and decorative articles; Retail of lamps and lanterns; Retail of household audio-visual equipment; Retail of household appliances and equipment; Wholesale of building materials.
Financial status of the most recent year and period:
Unit: RMB
Project 202112-31 (audited) 202203-31 (audited)
Total assets 57014485996034642
Total liabilities 17966203978201497
Owner’s equity 3904828217833145
Project year 2021 (audited) January March 2022 (audited)
Operating income 56603772886792428
Operating profit 46053312 – 20233971
Net profit 46053312 -21215137
2. Xiamen haojiguang
Company name: Xiamen haojiguang Information Technology Co., Ltd
Legal representative: Peng Shaoyong
Registered capital: 10 million yuan
Unified social credit Code: 91350200ma8ty7qn6t
Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Registered address: unit 403-3, No. 16, guanri Road, phase II, software park, Xiamen
Business scope: General Project: software development; Information technology consulting services; Data processing and storage support services; Software sales; Sales of information security equipment; Geographic remote sensing information service. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license).
Main financial data: as the establishment of Xiamen haojiguang is not yet a complete fiscal year, there is no relevant financial data for the time being.
(II) before and after the equity transfer, the equity of the subject company is as follows:
Before and after equity transfer
Registered capital of the subject company equity registered capital equity shareholder name shareholder name
(10000 yuan) proportion (10000 yuan) proportion
Xiamen Baiyi, Xiamen yinjukong, Xiamen Yilian
Information technology room geographic information 1 Tcl Technology Group Corporation(000100) % zhongyihui technology 1 Tcl Technology Group Corporation(000100) % Co., Ltd
Xiamen Haoji Xiamen yinjukong
Ylz Information Technology Co.Ltd(300096) intelligent
Optical information interdisciplinary geographic information
1 Tcl Technology Group Corporation(000100) % (Xiamen) Technology Co., Ltd
limited company
department
(III) real estate appraisal of the subject company
Taking March 10, 2022 as the appraisal base date, the real estate appraisal report (xiajunda fanggu [2022] No. d0142 and xiajunda fanggu [2022] No. d0143) issued by the appraisal company shows that the real estate under the name of the subject company is located in Room 303 and Room 403, building 16, guanri Road, phase II, software park, Siming District, Xiamen city. The value of the real estate is 9.8577 million yuan, totaling 19.754 million yuan.
(IV) upon inquiry of China execution information disclosure network, the target company is not a dishonest person.
(V) the property right of the subject company is clear, and there is no mortgage, pledge or other third-party obligee; There is no major dispute, lawsuit or arbitration involved; There are no judicial measures such as seizure and freezing; There is no enterprise that hinders the transfer of ownership. The company does not provide financial assistance to the counterparty in a disguised form in the form of operating capital transactions.
4、 Main contents of the transaction agreement
Party A: Xiamen Yinju Spatial Geographic Information Co., Ltd
Party B: Xiamen Ylz Information Technology Co.Ltd(300096) Yihui Technology Co., Ltd. Ylz Information Technology Co.Ltd(300096) intelligent (Xiamen) Technology Co., Ltd. transfer object: 100% equity of Xiamen Baiyi, a wholly-owned subsidiary of Party A, and 100% equity of Xiamen haojiguang
(I) transfer price
Party A and Party B agree that based on the real estate appraisal report issued by the appraisal company (Xia Jun Da Fang Gu [2022] No. d0142 and Xia Jun Da Fang Gu [2022] No. d0143), and based on the appraisal value of the target property appraised in the appraisal report, the equity price of 100% equity of the subject company held by Party A is RMB 9.8577 million, and Party B shall pay Party A the equity transfer payment of RMB 9.8577 million respectively. According to the letter of intent, the deposit of RMB 1.45 million paid by Party B to Party A is directly converted into equity transfer, and the remaining equity transfer is RMB 8.4077 million.
(II) payment method and payment period
Payment method: cash
Payment term: Party B shall pay the remaining equity transfer amount of RMB 8407700 to Party A within 7 working days after this Agreement and other relevant transaction documents (if any) are officially signed by both parties and come into force. (III) effective conditions of the transaction: the transaction shall come into force after being reviewed and approved by the competent authority of Party B and signed by Party A and Party B.
(IV) other main terms
1. After the preconditions agreed by both parties are met, Party A shall go through the industrial and commercial change registration procedures for this equity transfer no later than 7 working days.
2. After Party B pays the equity transfer price, Party A shall deliver the vacant target property that meets the use standard to Party B within 15 days.
3. If Party A receives
