Securities code: Ylz Information Technology Co.Ltd(300096) securities abbreviation: Ylz Information Technology Co.Ltd(300096) Announcement No.: 2022031 Ylz Information Technology Co.Ltd(300096)
Announcement on supplementary confirmation of 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 related party transactions
(I) basic information of related party transactions
Ylz Information Technology Co.Ltd(300096) at the 34th meeting of the Fourth Board of directors held on April 2, 2021, the proposal on the transfer of 52% equity of Xiamen Ylz Information Technology Co.Ltd(300096) Yifang Technology Co., Ltd., a wholly-owned subsidiary, was deliberated and adopted to optimize the asset structure and resource allocation of the company, The wholly-owned subsidiary Ylz Information Technology Co.Ltd(300096) health medical Holding Co., Ltd. (hereinafter referred to as "medical control company") transferred 52% equity of Xiamen Ylz Information Technology Co.Ltd(300096) Yifang Technology Co., Ltd. (hereinafter referred to as "Yifang technology") to Shenzhen Shengtou he science and Technology Consulting Co., Ltd. (hereinafter referred to as "Shenzhen Shengtou he") at the price of RMB 12.49 million. On April 27, 2021, the medical control company signed the equity transfer agreement with Shenzhen Shengtou he. On July 19, 2021, the company received all the equity transfer price, so far this equity transfer has been completed.
(II) description of association relationship
After investigation, the actual equity of 52% equity of e-square technology held by Shenzhen Shengtou and is enjoyed by Xiamen Haoshi Pharmaceutical Technology Co., Ltd. (hereinafter referred to as "Haoshi pharmaceutical"), and Mr. Zhang Xi, chairman of the company, can exert significant influence on Haoshi pharmaceutical. According to the provisions of article 7.2.3 and 7.2.6 of the Shenzhen Stock Exchange GEM Listing Rules, the company's transaction on the transfer of 52% equity of E-Party technology by the wholly-owned subsidiary medical control company is supplementary recognized as a related party transaction, and E-Party technology will become an associated legal person of the company.
(III) other instructions
The above-mentioned related party transactions do not constitute major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies and the Listing Rules of Shenzhen Stock Exchange gem, nor do they 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.
(I) basic information of related parties
1. Related party I
Company name: Shenzhen shengtouhe Technology Consulting Co., Ltd
Legal representative: Li Baiqi
Registered capital: 10 million yuan
Unified social credit Code: 91440 Goldcard Smart Group Co.Ltd(300349) 59522xe
Company type: limited liability company
Registered address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen (settled in Shenzhen Qianhai business secretary Co., Ltd.)
Business scope: general business items are: software development; Information technology consulting services, retail of computers, software and auxiliary equipment; Sales of electronic products. (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).
Ownership structure: natural person li Baiqi accounts for 99% and natural person Yang Xiujun accounts for 1%.
Main financial data: by the end of 2021, Shenzhen shengtouhe had total assets of 49480014866 yuan, total liabilities of 49046806246 yuan and total owner's equity of 433208620 yuan; As of March 2022, Shenzhen shengtouhe had total assets of 48978887412 yuan, total liabilities of 48550276704 yuan and total owner's equity of 428610708 yuan. The above financial data have not been audited.
2. Related party II
Company name: Xiamen Haoshi Pharmaceutical Technology Co., Ltd
Legal representative: Fu Rui
Registered capital: 15 million yuan
Unified social credit Code: 91350200ma8rf7na59
Company type: limited liability company (wholly owned by natural persons from Hong Kong, Macao and Taiwan)
Registered address: unit 431, floor 4, building C, Xiamen international shipping center, No. 93, Xiangyu Road, Xiamen area, China (Fujian) pilot Free Trade Zone
Business scope: general items: Science and technology promotion and application services; Technology import and export; Import and export of goods; Import and export agency; Trade brokerage; Internet sales (except sales of goods requiring license); Information technology consulting services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of office equipment; Retail of computer software, hardware and auxiliary equipment; Software development; Supply chain management services; Socio economic advisory services. (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). Licensed items: drug retail; Drug wholesale. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments).
Main shareholder: Ms. Fu Rui, a natural person, holds 100% of the shares.
Main financial data: due to the fact that pharmaceutical has not carried out actual business for the time being, there is no main financial data for the latest year and the first period.
(II) relationship with the company
The actual equity of 52% equity of e-square technology held by Shenzhen Shengtou and is enjoyed by Haoshi pharmaceutical. Mr. Zhang Xi, chairman of the company, can exert a significant influence on Haoshi pharmaceutical. According to articles 7.2.3 and 7.2.6 of the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Shengtou and hehao pharmaceutical are affiliated legal persons of the company.
3. According to the query of China executive information disclosure network, Shenzhen Shengtou he and Haoshi medicine are not listed as dishonest Executees.
3、 Basic information of the target company
Company name: Xiamen Ylz Information Technology Co.Ltd(300096) Yifang Technology Co., Ltd
Legal representative: Ding Deming
Registered capital: 12.5 million yuan
Unified social credit Code: 91350200ma2xpe507a
Company type: other limited liability companies
Registered address: unit 03-2, building D, Xiamen international shipping center, No. 97, Xiangyu Road, Xiamen area, China (Fujian) pilot Free Trade Zone
Business scope: general items: Science and technology promotion and application services; Software development; Information consulting services (excluding licensed information consulting services); Data processing and storage support services; Software sales; Internet data services; Sales of information security equipment; Wholesale of computer software, hardware and auxiliary equipment; Internet equipment sales; Internet sales (except sales of goods requiring license); Digital video surveillance system sales; Sales of wearable smart devices; Network equipment sales; Sales of electronic products; Information system integration service; Advertising design and agency; Advertising production; Advertising release (non radio, television and newspaper publishing units); Leasing of computer and communication equipment; Sales of knitwear and textiles; Sales of knitwear, textiles and raw materials; Sales of labor protection articles; Sales of personal hygiene products; Wholesale of cosmetics; Sales of special labor protection articles; Sales of sanitary supplies and disposable medical supplies;
Sanitary ware sales; Sales of sanitary ceramic products; Sales of class I medical devices; Sales of class II medical devices;
Sales of adult sex products (excluding drugs and medical devices); Sales of daily chemical products; Sales of daily necessities;
Daily mask (non-medical) sales; Wholesale of daily necessities; Sales of daily necessities; Sales of maternal and infant supplies; Daily wood
Product sales; Education consulting services (excluding education and training activities involving license approval); Market Research (excluding
External investigation); Social investigation (excluding foreign-related investigation); Conference and exhibition services.
(except for items subject to approval according to law)
In addition, it shall independently carry out business activities according to law with its business license). License project: Internet information service; drugs
Internet information services; Medical device Internet information service; Sales of health food; Infant formula milk powder sales
Sale; Sales of formula food for special medical purposes; Food business (sales of prepackaged food); Food business (Sales)
Sale of bulk food); The second type of value-added telecommunications services. (projects that must be approved 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).
Main financial data:
Unit: RMB
Project 202112-31 (Unaudited) 202203-31 (Unaudited)
Total assets 869668398857882141
Total liabilities 415 Xi'An Sinofuse Electric Co.Ltd(301031) 566482513
Owner's equity 454367367291399628
Project year 2021 (Unaudited) January March 2022 (Unaudited)
Operating income 21069241839498679
Operating profit -613399533 -163504291
Net profit -18777960 -3900
Net cash flow from operating activities -372148388 -159812500
Other information:
The subject matter of this supplementary confirmation of related party transactions is e-fangke originally held by medical control company, a wholly-owned subsidiary of the company
Technology 52% equity. The property rights of the above transaction objects are clear, and there is no mortgage, pledge or other third-party obligee,
There are no relevant major disputes, litigation or arbitration matters, and there are no judicial measures such as seizure and freezing. The company does not provide guarantee or entrust financial management for Yifang technology, and there is no occupation of Yifang technology industry
The company's funds.
According to the inquiry of China executive information disclosure network, Yifang technology is not listed as a dishonest executee. 4、 Main contents of the transaction agreement
(I) contract subject
Party A: Ylz Information Technology Co.Ltd(300096) health medical Holding Co., Ltd
Party B: Shenzhen shengtouhe Technology Consulting Co., Ltd
Target company: Xiamen Ylz Information Technology Co.Ltd(300096) Yifang Technology Co., Ltd
(II) equity transfer price
Through friendly negotiation between both parties, Party A transfers 52% of the equity of the subject company to Party B at a transfer price of RMB 12.49 million. During the period from the pricing base date to the equity delivery date, the profits and losses generated by the target company will not affect the equity transfer transaction price. The profits and losses generated by the target company during this period shall be enjoyed and borne by the shareholders of the target company before the equity delivery date. This transaction follows the principles of voluntariness, fairness, rationality and consensus through negotiation, and is priced by both parties according to normal commercial transactions and market prices.
(III) transaction effective conditions, payment method and payment period
Effective conditions: this agreement is signed by Party A and Party B; This equity transfer has been deliberated and approved by the competent authority of Party A. This Agreement shall come into force when the above conditions are fulfilled at the same time.
Payment method: cash
Payment term: Party B shall pay 30% of the equity transfer price to Party A within 10 working days after the effectiveness of this agreement, i.e. RMB 3.747 million; Pay the remaining 70% of the equity transfer price, i.e. RMB 8.743 million, to Party A within 10 working days after the completion of the industrial and commercial change registration of this equity transfer. (IV) liability for breach of contract
Party B shall pay the share transfer price to Party A in full and on time as agreed in this agreement. If it is overdue, Party B shall pay liquidated damages to Party A according to the standard of 0.03% of the share transfer price payable per day for each overdue day. In case of economic losses caused to Party A due to breach of contract, the part of liquidated damages that cannot be compensated shall also be compensated.
(V) after this equity transfer, the equity structure of Yifang technology is as follows:
No. shareholder name subscribed capital contribution (10000 yuan) equity proportion
1 Shenzhen shengtouhe Technology Consulting Co., Ltd. 650 52%
2 Ding Deming 350 28%
3 Ylz Information Technology Co.Ltd(300096) Minsheng (Xiamen) Technology Co., Ltd. 250 20%
Total 1250100%
5、 Pricing policy and basis of transaction
Based on the continuous operating losses of E-Party technology since its establishment and the large amount of investment required for future business development, the medical control company transferred its 52% equity of E-Party Technology (corresponding to the subscribed capital of 6.5 million yuan) to Shenzhen Shengtou he, and the retrospective asset appraisal report (United Zhonghe pingbao Zi (2022) No. 1157) issued by United Zhonghe Land Real Estate Asset Appraisal Co., Ltd, As of the benchmark date of November 30, 2020, the assessed value of all equity of E-Party technology after being assessed with the income method is 17.8 million yuan, and the value of Ylz Information Technology Co.Ltd(300096) Minsheng (Xiamen) Technology Co., Ltd. (hereinafter referred to as "Minsheng technology") after capital increase of 6 million yuan is 23.8 million yuan. The company comprehensively considered all the equity evaluation values of E-Party technology evaluated with the income method and the possible impact of Minsheng technology's capital increase. After mutual consultation, both parties finally confirmed that the transfer price was RMB 12.49 million.
6、 Involving sale of capital
