Securities code: Ylz Information Technology Co.Ltd(300096) securities abbreviation: Ylz Information Technology Co.Ltd(300096) Announcement No.: 2022029 Ylz Information Technology Co.Ltd(300096)
About Fujian Ylz Information Technology Co.Ltd(300096) yidaxun Education Technology Co., Ltd., a holding subsidiary
Announcement of capital reduction and related party transactions
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 this capital reduction and related party transactions
Fujian Ylz Information Technology Co.Ltd(300096) (hereinafter referred to as "the company") holding subsidiary Fujian Ylz Information Technology Co.Ltd(300096) yidaxun Education Technology Co., Ltd. (hereinafter referred to as "yidaxun") was jointly invested and established by the company and Mr. Wu Yiyu on April 12, 2018, with a registered capital of 50 million yuan, For details, please refer to the announcement on foreign investment and establishment of Fujian Ylz Information Technology Co.Ltd(300096) yidaxun Education Technology Co., Ltd. and related party transactions (Announcement No.: 2018012) disclosed by the company on March 6, 2018.
As of the disclosure date of this announcement, the company holds 65% equity of yidaxun and Mr. Wu Yiyu holds 23% equity of yidaxun. Based on the company's development strategic planning, in order to optimize the allocation of resources, the company plans to reduce the capital of yidaxun jointly invested in the same proportion through consultation with all shareholders. After the reduction, the registered capital of yidaxun will be reduced from 50 million yuan to 5.15 million yuan, and the subscribed capital contribution of the company to yidaxun will be reduced from 32.5 million yuan to 3.3475 million yuan. Before and after the capital reduction, the shareholding ratio of each shareholder to yidaxun remains unchanged, and the company is still the controlling shareholder of yidaxun. This matter will not change the scope of the company's consolidated statements.
As Mr. Wu Yiyu, one of the shareholders of yidaxun, is a director and vice chairman of the company, and also serves as the chairman of yidaxun, according to article 7.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange, Mr. Wu Yiyu is an affiliated natural person of the company, and the capital reduction constitutes a connected transaction.
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. 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
Wu Yiyu, male, born in February 1960, Chinese nationality, without permanent overseas residency. July 2021
From January to now, he has served as the director and vice chairman of the Fifth Board of directors of the company, and also served as the chairman of yidaxun. According to article 7.2.3 of Shenzhen Stock Exchange GEM Listing Rules, Mr. Wu Yiyu is an affiliated natural person of the company.
According to the inquiry of China executive information disclosure network, Mr. Wu Yiyu is not a dishonest executee.
3、 Basic information of the object of capital reduction
(I) basic information
Company name: Fujian Ylz Information Technology Co.Ltd(300096) yidaxun Education Technology Co., Ltd
Legal representative: Wu Yiyu
Registered capital: 50 million yuan
Unified social credit Code: 91350100ma31lr6k38
Company type: limited liability company (invested or controlled by natural person)
Registered address: 5 / F, building 6, Zone G, Fuzhou Software Park, No. 89, software Avenue, Gulou District, Fuzhou, Fujian
five hundred and one
Business scope: technology development, technology transfer, technical consultation and technical services in the field of education and science and technology; Development and sales of educational software; Computer system integration; Computer network engineering design and construction; Exchange and planning of cultural and artistic activities; Corporate image planning; Marketing planning; Business information consultation; Enterprise management consulting. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(II) main financial data of the latest year and the first period
Unit: RMB
Project 202112-31 (Unaudited) 202203-31 (Unaudited)
Total assets 2378585026791778
Total liabilities 3030596029897029
Total owner's equity -6520110 -3105251
Project year 2021 (Unaudited) January March 2022 (Unaudited)
Operating income 114563
Operating profit -55362334 -11585141
Net profit -55362334 -11585141
Net cash flow from operating activities -34454815 -11865200
(III) equity structure before and after the capital reduction
Before and after capital reduction
Name of shareholder subscribed capital contribution subscribed capital contribution
Shareholding ratio of (10000 yuan) (10000 yuan)
Ylz Information Technology Co.Ltd(300096) 3,250 65.00% 334.75 65.00%
Wu Yiyu 115023.00% 118.45 23.00%
Wei Chengzhi 300 6.00% 30.9 6.00%
Liu Yihao 300 6.00% 30.9 6.00%
Total 5 Tcl Technology Group Corporation(000100) .00% 515100.00%
4. According to the inquiry of China executive information disclosure network, yidaxun is not listed as a dishonest executee.
4、 Purpose of this capital reduction and its impact on the company
The capital reduction of Yida Xun is a prudent decision made to optimize resource allocation and business development based on the company's development strategic planning. After the completion of this capital reduction, yidaxun is still a holding subsidiary of the company, which will not lead to changes in the scope of the company's consolidated statements, have a significant impact on the company's production and operation, and will not damage the interests of the company and all shareholders.
5、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
Except for this connected transaction, the company has no other connected transactions with Mr. Wu Yiyu from the beginning of this year to the disclosure date of this announcement.
6、 Relevant approval procedures and audit opinions
1. After deliberation at the 14th meeting of the 5th board of directors, the proposal on capital reduction and related party transactions of Fujian Ylz Information Technology Co.Ltd(300096) yidaxun Education Technology Co., Ltd., a holding subsidiary, was adopted, and Mr. Wu Yiyu, a related director, avoided voting.
2. The proposal on capital reduction and related party transactions of Fujian Ylz Information Technology Co.Ltd(300096) yidaxun Education Technology Co., Ltd., a holding subsidiary, was reviewed and approved at the 10th meeting of the 5th board of supervisors of the company. The board of supervisors believed that the capital reduction and related party transactions of the holding subsidiary of the company were conducive to the optimization of resource allocation of the company and in line with the requirements of all shareholders
The interests of the company and the development strategy of the company, and the review procedures comply with the relevant provisions of the company law, the GEM Listing Rules of Shenzhen Stock Exchange, the articles of association and the company's decision-making system for connected transactions, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. All supervisors passed the proposal without objection. 3. The independent directors of the company approved the proposal on capital reduction and related party transactions of the holding subsidiary Fujian Ylz Information Technology Co.Ltd(300096) yidaxun Education Technology Co., Ltd. in advance and agreed to submit the proposal to the board of directors for deliberation. After careful review, the independent directors expressed the following independent opinions: we believe that the capital reduction and related party transactions of Fujian Ylz Information Technology Co.Ltd(300096) yidaxun Education Technology Co., Ltd., a holding subsidiary of the company, are in line with the company's development plan. The related party transactions have performed the necessary deliberation procedures, and the decision-making procedures are legal and compliant, in line with the company law and the GEM Listing Rules of Shenzhen Stock Exchange The articles of association and the company's related party transaction decision-making system and other relevant provisions do not harm the interests of the company and other shareholders, especially small and medium-sized shareholders. We agree to the capital reduction and related party transactions of the company's holding subsidiaries.
7、 Documents for future reference
1. Resolution of the 14th meeting of the 5th board of directors;
2. Resolution of the 10th meeting of the 5th board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 14th meeting of the 5th board of directors of the company;
4. Independent opinions of independent directors on matters related to the 14th meeting of the Fifth Board of directors of the company. It is hereby announced.
Ylz Information Technology Co.Ltd(300096) board of directors
April 27, 2022
