Securities code: 000676 securities abbreviation: Genimous Technology Co.Ltd(000676) Announcement No.: 2022-003 Genimous Technology Co.Ltd(000676)
Announcement on joint investment in the establishment of Guangzhou zhidu universe Technology Co., Ltd. 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. 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
(I) basic information of foreign investment
In order to promote the sustainable development of the company, continuously improve the layout of the company in the meta universe field, accelerate the strategic transformation of the company, and practice the development concept of “combination of soft and hard”, Genimous Technology Co.Ltd(000676) (hereinafter referred to as ” Genimous Technology Co.Ltd(000676) “, “the company”, “the company”) and zhidu Group Co., Ltd. (hereinafter referred to as “zhidu group”) Guoguang Electric Company Limited(002045) (hereinafter referred to as ” Guoguang Electric Company Limited(002045) “, securities abbreviation: Guoguang Electric Company Limited(002045) , securities code: 002045sz) jointly signed the joint venture agreement on the establishment of Guangzhou zhidu universe 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, zhidu group and Guoguang Electric Company Limited(002045) account for 48%, 42% and 10% of the registered capital of the joint venture respectively. The joint venture will be included in the scope of the company’s consolidated statements.
(II) overview of relationship
Zhidu group is the executive partner of Beijing zhidu Depp equity investment center (limited partnership) (hereinafter referred to as “zhidu Depp”), the controlling shareholder of the company. It has control over zhidu Depp and is the person acting in concert of the controlling shareholder zhidu Depp. At the same time, zhidu group is a shareholder directly holding more than 5% of the shares of the company; Guoguang Electric Company Limited(002045) is an indirect holding company of zhidu group. Mr. Lu Hongda, chairman and Mr. LAN Jia, vice chairman of the company are also the chairman and vice chairman of Guoguang Electric Company Limited(002045) respectively. Therefore, zhidu group and Guoguang Electric Company Limited(002045) are related parties of the company, and this transaction constitutes a related party transaction.
(III) review procedure
According to the relevant provisions of laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange, the connected transactions between the listed company and the same connected person shall be calculated cumulatively within 12 consecutive months. As of the date of this announcement, the company and its holding subsidiaries have accumulated connected transactions with zhidu group and its related parties for more than 3 million yuan in 12 months, accounting for more than 0.5% of the absolute value of the company’s latest audited net assets
This connected transaction shall be submitted to the board of directors for deliberation. The company held the 8th meeting of the 9th board of directors on January 16, 2022. The board of directors deliberated and adopted the proposal on foreign investment and related party transactions with 3 affirmative votes, 0 negative votes and 0 abstention votes. Related directors Mr. Lu Hongda, Mr. LAN Jia and Ms. Sun Jing avoided voting.
Mr. Lu Hongda, chairman, Mr. LAN Jia, vice chairman and Ms. Sun Jing, director of the company are the shareholders of Beijing zhidu Dezheng Investment Co., Ltd. (hereinafter referred to as “zhidu Dezheng”), the controlling shareholder of zhidu group, and Mr. LAN Jia, vice chairman, is the legal representative of zhidu Dezheng. The above three directors are affiliated directors and avoid voting when considering the above proposals. 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
Net assets attributable to equity of 223971255.69 203468948.29 owners of the parent company
Operating income 82561502.99 8119049.37
Total profit 47258938.36 -19421069.48
Net profit attributable to all 44265268.33 – 20502307.4 of the parent company
11. Relevant property right control diagram
12. Related relationship: zhidu group is the executive partner of zhidu Depp, the controlling shareholder of the company. It has the control over zhidu Depp and is the person acting in concert of zhidu Depp, the controlling shareholder.
At the same time, zhidu group is a shareholder directly holding more than 5% of the shares of the company. Therefore, zhidu group is a related party of the company.
13. As of the disclosure date of the announcement, zhidu group does not belong to the dishonest executee.
(Ⅱ) Guoguang Electric Company Limited(002045)
1. Name: Guoguang Electric Company Limited(002045)
2. Unified social credit Code: 914401016184452w
3. Date of establishment: December 8, 1995
4. Address: No. 8, Jinghu Avenue, Xinya street, Huadu District, Guangzhou
5. Type: joint stock limited company (Sino foreign joint venture, listed)
6. Legal representative: he Weicheng
7. Registered capital: 4683838393300 yuan
8. Business scope: computer parts manufacturing; Audio equipment manufacturing; Manufacturing of electronic components and components; Research and development of electronics, communication and automatic control technology; Office machinery manufacturing; Daily plastic products manufacturing; Manufacturing of daily and medical rubber products; Plastic parts manufacturing; Other battery manufacturing (excluding photovoltaic cells); Lithium ion battery manufacturing; Ni MH battery manufacturing; Wholesale of electronic components; Retail of electronic components; Wholesale of electronic products; Retail of electronic products; Wholesale of TV equipment and accessories; Software wholesale; Software retail; Wholesale of instruments and meters; Wholesale of office equipment; Wholesale of plastic products; Wholesale of rubber products; Import and export of goods (excluding commodities involving special administrative provisions on foreign capital access and licensing approval); Technology import and export; House leasing; Site leasing (excluding warehousing); Self owned real estate business activities; Toy manufacturing; Wholesale of toys; Toy retail; Manufacturing of charging pile; Charging pile sales; Manufacturing of communication terminal equipment; Retail of communication equipment; Manufacturing of communication system equipment (excluding satellite television broadcasting ground receiving equipment); Computer application and electronic equipment manufacturing; Retail of safety technology prevention products; Manufacturing of computer information security equipment; Wholesale of safety technology and prevention products; Production of medical electronic instruments and equipment (the specific production scope shall be subject to the medical device manufacturing enterprise license)
9. Historical evolution and main business development: Guoguang Electric Company Limited(002045) formerly known as Guangzhou Guoguang electroacoustic General Factory, it was restructured and established a joint stock limited company in 1993. Guoguang Electric Company Limited(002045) was listed on Shenzhen Stock Exchange on May 23, 2005. Guoguang Electric Company Limited(002045) the main business is mainly audio, electroacoustic business and lithium battery business. 10. Main financial data of the latest year and period
Unit: Yuan
December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 4483989144.21 4690162446.94
Total liabilities 2443924659.83 2607568585.43
Net assets attributable to owners’ equity of 2037798977.99 2080280736.51 of the parent company
Operating income 4254027904.41 3328257930.37
Total profit 199398866.26 118708829.39
Net profit attributable to owners of 186662793.12 119388068.36 of the parent company
11. Relevant property right control diagram
12. Related relationship: Guoguang Electric Company Limited(002045) is an indirect holding company of zhidu group. Mr. Lu Hongda, chairman and Mr. LAN Jia, vice chairman of the company are also the chairman and vice chairman of Guoguang Electric Company Limited(002045) respectively. Therefore, Guoguang Electric Company Limited(002045) is a related party of the company.
13. As of the disclosure date of the announcement, Guoguang Electric Company Limited(002045) 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 (tentative)
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:
Contributor’s contribution method contribution amount (10000 yuan) proportion in registered capital source of funds
Genimous Technology Co.Ltd(000676) cash 960 48% self owned or self raised funds
Zhidu group cash 84
