Guoguang Electric Company Limited(002045)
Announcement on joint investment in the establishment of Guangzhou zhidu universe Technology Co., Ltd. and related party transactions
Securities code: 002045 securities abbreviation: Guoguang Electric Company Limited(002045) No.: 2022-6
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
Metauniverse is in the early stage of development, involving many fields and concepts. The corresponding links and interactions between virtual and reality still need some time to verify and realize. It does not rule out obstacles at the future economic or technical level. At the same time, there is a risk that the infrastructure construction, equipment and technology supporting metauniverse may be less than expected. There is great uncertainty in the pattern of each link of the meta universe concept, and the relevant industries are still in the investment exploration period. The majority of investors are requested to fully understand the stock market risks and the risk factors disclosed by the company, make prudent decisions and invest rationally;
Affected by macroeconomic, industrial policy changes, technical risks, market risks, operation and management and other factors, the future operation status of the joint venture is uncertain, and there may be a risk that the investment will not achieve the expected benefits. It is uncertain whether the social game project based on VR environment and digital art meta universe community project promoted by the joint venture can complete resource integration in a short time or whether the integration effect can reach the expectation. The joint venture is planned to be established in January 2022. At present, it is not profitable and is still in the stage of investment and development. Please invest rationally and pay attention to risks.
1、 Overview of related joint investment
（1） Basic information of foreign investment
In order to promote the sustainable development of the company and continuously improve the layout of the company in the meta universe field, Guoguang Electric Company Limited(002045) (hereinafter referred to as " Guoguang Electric Company Limited(002045) ", "the company" and "the company") and Genimous Technology Co.Ltd(000676) (hereinafter referred to as " Genimous Technology Co.Ltd(000676) " Securities abbreviation: Genimous Technology Co.Ltd(000676) , securities code: 000676) Zhidu Group Co., Ltd. (hereinafter referred to as "zhidu group") jointly signed the joint venture agreement on the establishment of Guangzhou zhidu Space Technology Co., Ltd. (hereinafter referred to as "joint venture agreement") on January 16, 2022. Based on the principles of voluntariness, equality, mutual benefit and trustworthiness, with the goal of common development and long-term close cooperation, and through friendly negotiation, the parties jointly invested and established a joint venture Guangzhou zhidu universe Technology Co., Ltd. (tentative name, hereinafter referred to as "joint venture", and the final name shall be subject to industrial and commercial registration). The registered capital of the joint venture is RMB 20 million, and the contribution method is cash, The company, Genimous Technology Co.Ltd(000676) and zhidu group account for 10%, 48% and 42% of the registered capital of the joint venture respectively.
（2） Overview of relationships
Zhidu group, Genimous Technology Co.Ltd(000676) and its persons acting in concert hold 140504745 shares of the company, accounting for 29.9978% of the total share capital of the company, and are the largest shareholder of the company; Genimous Technology Co.Ltd(000676) directly holds 53846999 shares of the company, accounting for 11.50% of the total share capital of the company; Zhidu group is the indirect controlling shareholder of the company. Mr. Lu Hongda, chairman and Mr. LAN Jia, vice chairman of the company are also the chairman and vice chairman of Genimous Technology Co.Ltd(000676) respectively. Therefore, zhidu group and Genimous Technology Co.Ltd(000676) are related parties of the company, and this transaction constitutes a related party transaction. Mr. Lu Hongda and Mr. LAN Jia, as affiliated directors of the company, avoided voting during the deliberation of the above proposal. The independent directors of the company approved the above proposal in advance and expressed their independent opinions.
（3） Review procedure
The company held the 9th meeting of the 10th board of directors on January 16, 2022. The board of directors deliberated and adopted the proposal on joint investment in the establishment of Guangzhou zhidu cosmos Technology Co., Ltd. and related party transactions with 5 affirmative votes, 0 negative votes and 0 abstention votes. Related directors Mr. Lu Hongda and Mr. LAN Jia avoided voting. The independent directors of the company approved the above proposal in advance and expressed their independent opinions.
This connected transaction does not need to be submitted to the general meeting of shareholders of the company for deliberation, does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, and does not constitute a reorganization and listing.
2、 Basic information of related parties
(I) zhidu Group Co., Ltd
1. Name: zhidu Group Co., Ltd
2. Unified social credit Code: 915400913976865722
3. Date of establishment: July 18, 2014
4. Address: No. 4-1, unit 2, building 3, zone B, sunshine new town, 158 Jinzhu West Road, Lhasa
5. Type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
6. Legal representative: Lu Hongda
7. Registered capital: RMB 100 million
8. Business scope: investment management Investment consulting (excluding financial and brokerage businesses. Private placement products or usufruct of private placement products shall not be raised, sold or transferred to non qualified investors) asset management (excluding financial asset management and insurance asset management) (those engaged in the above businesses shall not raise funds, absorb public deposits or issue loans in public; shall not publicly trade securities investment products or financial derivatives; shall not operate financial products, financial products and related derivative businesses); Economic and trade consultation; R & D and sales of new energy products, development and utilization of water resources; Network engineering and system integration; R & D and promotion of network technology and information technology; Development and management of cultural tourism resources; Organization and planning of cultural and artistic activities; Inheritance and promotion of national culture, sales and maintenance of electronic products, digital products and office equipment; Sales and leasing of construction machinery. [for projects that need to be approved according to law, the project can be operated only with the approval of relevant departments]
9. History and main business development: zhidu Group Co., Ltd. was established on July 18, 2014 and registered as a private fund manager in China Securities Investment Fund Industry Association on January 29, 2015. It manages five funds and gradually forms business segments such as Internet technology, intelligent manufacturing and investment, Build a strategic layout driven by Internet technology and intelligent manufacturing industry.
10. Main financial data of the latest year and period (single statement)
Unit: Yuan
December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 672910446.37 694282938.41
Total liabilities 448939190.68 490813990.12
Owned by the parent company
223,971,255.69 203,468,948.29
Net assets of shareholders' equity
Operating income 82561502.99 8119049.37
Total profit 47258938.36 -19421069.48
Owned by the parent company
44,265,268.33 -20,502,307.4
Net profit of investors
11. Relevant property right control diagram
12. Related relationship: zhidu group, Genimous Technology Co.Ltd(000676) and its persons acting in concert hold 140504745 shares of the company, accounting for 29.9978% of the total share capital of the company, and are the largest shareholder of the company; Zhidu group is the indirect controlling shareholder of the company.
Zhidu group is a related party of the company, and this transaction constitutes a related party transaction.
13. As of the disclosure date of the announcement, zhidu group does not belong to the dishonest executee.
(Ⅱ) Genimous Technology Co.Ltd(000676)
1. Name: Genimous Technology Co.Ltd(000676)
2. Unified social credit Code: 9141000170000388e
3. Date of establishment: December 16, 1996
4. Domicile: Room 401, 56-3, Fenghuang South Road, Xinya street, Huadu District, Guangzhou (Part 8)
5. Legal representative: Lu Hongda
6. Company type: other joint stock limited companies (listed)
7. Registered capital: 1325700535 yuan
8. Business scope: investment and asset management; Investment consulting; Economic and trade consultation; Engage in technology development, technical consultation, technical service and technology transfer in the field of network science and technology and computer science and technology; Sales of basic software, application software services (excluding medical software) and self-service R & D products; Online game development, operation and maintenance; Wholesale and retail of digital products, mechanical and electrical products, daily necessities, computers, software and auxiliary equipment; Internet information services; Telecommunications services (information service services in the second type of value-added telecommunications services, only Internet information services); Designing, producing, acting and publishing advertisements; Internet cultural activities; Literary and artistic creation and performance; Conference services; Corporate image planning; Marketing planning; Business consultation; Self operated and agency technology import and export business (except for goods and technologies limited or prohibited by the state).
9. Historical evolution: development of main business in recent three years: Genimous Technology Co.Ltd(000676) was established in December 1996 and is a listed company on the main board of Shenzhen Stock Exchange. Genimous Technology Co.Ltd(000676) at present, based on the technical precipitation in the fields of Internet search, big data, AI, IOT and blockchain, it is committed to developing and providing high-quality Internet products and services. Its main business is Internet media business and digital marketing business, and developing new retail, private brand, blockchain, Internet Financial business, etc.
In recent years, Genimous Technology Co.Ltd(000676) all business segments have developed in coordination. In 2020, Genimous Technology Co.Ltd(000676) realized an operating revenue of 10716328300 yuan and a net profit attributable to shareholders of listed companies of - 2923.3011 million yuan.
10. Equity control relationship:
11. Main financial data of the latest year and period:
Unit: Yuan
December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 5993810486.37 5197688963.97
Total liabilities 2335809423.08 1328476733.71
Owned by the parent company 3694923733.85 3923302007.24
Net assets of shareholders' equity
Operating income 10716328383.04 4767139532.80
Total profit -2941303712.44 250054536.93
Owned by the parent company -2923301112.60 226804205.65
Net profit of investors
12. Description of related relationship: zhidu group, Genimous Technology Co.Ltd(000676) and its persons acting in concert hold 140504745 shares of the company, accounting for 29.9978% of the total share capital of the company, and are the largest shareholder of the company; Genimous Technology Co.Ltd(000676) directly holds 53846999 shares of the company, accounting for 11.50% of the total share capital of the company. Mr. Lu Hongda, chairman and Mr. LAN Jia, vice chairman of the company are also the chairman and vice chairman of Genimous Technology Co.Ltd(000676) respectively. Therefore, Genimous Technology Co.Ltd(000676) is a related party of the company, and this transaction constitutes a related party transaction.
13. As of the disclosure date of the announcement, Genimous Technology Co.Ltd(000676) is not a dishonest person.
3、 Basic information of investment object
(I) basic information (the following information shall be subject to the information finally approved and registered by relevant departments)
Company name: Guangzhou zhidu universe Technology Co., Ltd
Registered capital: 20 million yuan
Registered address: 2025park Industrial Park, Fenghuang South Road, Xinya street, Huadu District, Guangzhou
Business scope: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Network technology services; Computer system services: advertising design, agency; Advertising production: advertising release; Conference and exhibition services; Project planning and public relations services: marketing planning: business agency services; Enterprise management consulting: graphic design and production;, Graphic design: wholesale of computer software, hardware and auxiliary equipment; Wholesale of hardware products; Sales of electronic products; Sales of daily necessities; Mechanical equipment sales. (except for the projects that must be approved according to law, carry out business activities independently according to law with the business license)
Proportion of capital contribution
