Securities code: 002152 securities abbreviation: Grg Banking Equipment Co.Ltd(002152) Announcement No.: pro 2022-005 Grg Banking Equipment Co.Ltd(002152)
Announcement on capital increase and share expansion of holding subsidiary Pingyun craftsman and introduction of strategic investors
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.
1、 Transaction overview
1. In May 2017, Guangzhou Radio, television and Yintong Financial Electronic Technology Co., Ltd. (hereinafter referred to as "Guangzhou Yintong"), a wholly-owned subsidiary of Grg Banking Equipment Co.Ltd(002152) (hereinafter referred to as " Grg Banking Equipment Co.Ltd(002152) " or "the company"), and Guangzhou Niujiang Investment Management Center (limited partnership) (hereinafter referred to as "Niujiang partnership") jointly invested and established Guangzhou Pingyun craftsman Technology Co., Ltd. (hereinafter referred to as "Pingyun craftsman"), As the company's innovative Internet platform in the field of intelligent device services.
In April 2020, Pingyun Xiaojiang was publicly listed in Guangzhou equity exchange by increasing capital and shares, introducing strategic investors Guangzhou Nast Yingshun equity investment partnership (limited partnership) (hereinafter referred to as "Nast Yingshun") and Guangzhou guochuang equity investment partnership (limited partnership) (hereinafter referred to as "guochuang partnership"). After the capital increase, The registered capital of Pingyun craftsman is 33.6 million yuan, of which Guangzhou Yintong holds 62.5%, Niujiang partnership holds 26.7857%, Nast Yingshun holds 8.9286% and guochuang partnership holds 1.7857%. (see the relevant announcements published by the company in the securities times, China Securities Journal, Shanghai Securities News and www.cn.info.com.cn on April 29, 2020 for details) in January 2021, Guangzhou Yintong internally transferred 62.5% equity of Pingyun craftsman to Grg Banking Equipment Co.Ltd(002152) , and Grg Banking Equipment Co.Ltd(002152) directly held 62.5% equity of Pingyun craftsman.
At present, Pingyun craftsman's innovative business has entered a stable growth period. In order to continue to support Pingyun craftsman to become bigger and stronger, Pingyun craftsman plans to introduce strategic investors by increasing capital and shares. Strategic investors are generated through public listing in Guangzhou property exchange. For this capital increase and share expansion, Pingyun craftsman plans to increase the registered capital by no more than 4.276349 million yuan (inclusive) at the subscription price of no less than 16.3691 yuan for every 1 yuan of registered capital. The difference between the actual contribution of investors and their subscribed registered capital is included in Pingyun craftsman's capital reserve. Based on the operating conditions of Pingyun craftsman and the overall strategic development of the company, the company waives the right of priority subscription for this capital increase. After the completion of this capital increase and share expansion, the registered capital of Pingyun Xiaojiang has increased from the original 33.6 million yuan to no more than 37.876349 million yuan (inclusive), of which the company holds no less than 55.4436% equity, Niujiang partnership holds no less than 23.7615%, Naste Yingshun holds no less than 7.9205% equity, and guochuang partnership holds no less than 1.5841%, New strategic investors hold no more than 11.2903% equity.
2. On January 20, 2022, the company held the 17th (temporary) meeting of the sixth board of directors, deliberated and adopted the proposal on capital and share increase and introduction of strategic investors by Pingyun craftsman, a holding subsidiary. According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this capital increase and share expansion is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
3. Due to the public listing of this transaction, the strategic investors and the final transaction price are uncertain. At present, it is impossible to judge whether it belongs to related party transactions. If the final delisting party is a related party, the company will perform the approval procedures for related party transactions. This capital increase and share expansion does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of capital increase objects
1. Basic information
Company name: Guangzhou Pingyun craftsman Technology Co., Ltd
Legal representative: Zhang Yeqing
Registered capital: 33.6 million yuan
Domicile: No. 106, Fengze East Road, Nansha District, Guangzhou (self compiled Building 1) x1301-e2540 (office use only) (JM) business scope: Engineering and technical research and experimental development; General mechanical equipment installation services; Computer and office equipment maintenance; Repair of communication equipment; Repair of household appliances; Wholesale of computer software, hardware and auxiliary equipment; Software development; Information system integration service; Network technology services; Information technology consulting services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of office equipment and consumables; Sales of mobile communication equipment; Design and construction services of safety technology prevention system; Sales of electrical accessories; Safety system monitoring service; Foreign contracted projects; Leasing of computer and communication equipment; General cargo warehousing services (excluding hazardous chemicals and other items requiring license and approval); Warehousing equipment leasing services; China cargo transportation agency; Packaging services for transporting goods; Packaging services; Information system operation and maintenance services; Research and development of emerging energy technologies; Cecep Solar Energy Co.Ltd(000591) power generation technical services; Operation of electric vehicle charging infrastructure; Import and export of goods; Technology import and export; Various engineering construction activities; Intelligent building construction; Construction professional operation; Call center; Installation, repair and test of power facilities.
2. Ownership structure
No. shareholder name registered capital (10000 yuan) equity ratio (%)
1 Grg Banking Equipment Co.Ltd(002152) 2,100 62.5000
2 Guangzhou Niujiang Investment Management Center (limited partnership) 900 26.7857
3 Guangzhou Nast Yingshun equity investment partnership (limited partnership) 300 8.9286
4 Guangzhou guochuang equity investment partnership (limited partnership) 60 1.7857
Total 3360 100.00
3. Financial situation
According to the audit report (Xin Kuai Shi Yue Bao Zi [2021] No. 11245) issued by Guangdong Branch of Lixin Certified Public Accountants (special general partnership), the main financial data of Pingyun craftsman's consolidated statements are as follows:
Unit: 10000 yuan
December 31, 2019 December 31, 2020 June 30, 2021
Total assets 5791.46 10629.66 8907.22
Total liabilities 2482.09 3231.81 1149.07
Owner's equity attributable to parent 3183.16 7271.22 7474.76
Project 2019 2020 January June 2021
Operating income 10109.61 12388.16 5444.98
Net profit 269 99 1,088.47 534. seventy-one
3、 Basic information of counterparty
Pingyun craftsman plans to introduce strategic investors through public listing, and the strategic investors and the final transaction price have not been determined.
4、 Method, pricing basis and capital source of capital and share increase
1. Ways of increasing capital and shares
The capital increase and share expansion of Pingyun craftsman will be publicly traded through Guangzhou property right exchange. The listing price is based on the evaluation value of all rights and interests of the subject company confirmed by the third-party evaluation institution, and the final transaction price is subject to the actual transaction price confirmed by the trading institution.
Pingyun craftsman will implement the listing and capital increase procedure after completing the relevant review procedures.
2. Pricing basis
According to the assets appraisal report of Guangzhou Pingyun craftsman Technology Co., Ltd. on the proposed capital increase and share expansion involving the value of all shareholders' rights and interests of Guangzhou Pingyun craftsman Technology Co., Ltd. (Zhonglian international appraisal Zi [2021] No. vngqb0831) issued by Zoomlion international appraisal and Consulting Co., Ltd., the appraisal was conducted on the benchmark date of June 30, 2021 by using the asset-based method and the income method, Considering the applicability between the appraisal method, the appraisal purpose and the appraisal object, the appraisal result of the income method is selected as the appraisal conclusion, that is, the appraisal value of all shareholders' equity of Pingyun craftsman is RMB 549 million, the appraisal value-added is RMB 475162000, and the appreciation rate is 643.52%. In combination with the appraisal report, the subscription price for every 1 yuan of registered capital of Pingyun craftsman for this capital increase and share expansion shall not be less than 16.3691 yuan, and the newly increased registered capital shall not exceed 4.276349 million yuan (inclusive).
The appraisal report has been filed for state-owned assets appraisal.
3. Source of funds
The capital source of this strategic investor is its own capital.
5、 Equity structure after the completion of this transaction
After the completion of this capital and share increase, the registered capital of Pingyun craftsman increased from the original RMB 33.6 million to no more than RMB 37.876349 million (inclusive).
No. shareholder name registered capital (10000 yuan) equity ratio (%)
1 Grg Banking Equipment Co.Ltd(002152) 2100 not less than 55.4436
2 Guangzhou Niujiang Investment Management Center (limited partnership) 900 not less than 23.7615
3. Guangzhou Nast Yingshun equity investment partnership (limited partnership) 300 shall not be less than 7.9205
4 Guangzhou guochuang equity investment partnership (limited partnership) 60 not less than 1.5841
5. The newly added strategic investors shall not exceed 427.6349 (inclusive) and 11.2903
Total not exceeding 3787.6349 (inclusive) 100.00
6、 Purpose of capital increase and share expansion and its impact on the company
Pingyun craftsman has creatively created an innovative Internet platform focusing on the field of intelligent device after-sales service, with "building an efficient intelligent device service ecosystem" as the enterprise vision and "customers first and reliable work" as the value. Based on the s2b2c model, Pingyun craftsman integrates the national after-sales service engineers, service providers, logistics, warehousing, spare parts and other service supply chain resources, provides one-stop after-sales service solutions for manufacturers, operators, system integrators and other customers, and provides customers with digital after-sales operation management SaaS services through data intelligence and network collaboration, Help customers better connect equipment users and service resources, and realize the efficient operation management of "all in one all online" in the whole process of after-sales service. Pingyun craftsman now has more than 70000 joined engineers, the service network covers more than 2800 counties and urban areas in China, and more than 2600 joined service providers. As the business model matures, Pingyun craftsman needs a new round of financing to support business expansion. At the same time, the introduction of external strategic investors will help Pingyun craftsman improve the corporate governance structure and release the enterprise value.
After the capital increase and share expansion, the company holds no less than 55.4436% equity of Pingyun craftsman and remains the controlling shareholder of Pingyun craftsman. This capital increase and share expansion will not have a significant impact on the company's financial statements, nor will it damage the interests of the company and shareholders.
7、 Project risk
This capital increase and share expansion adopts the method of public listing, which may lead to the risk of auction without the participation of investors. Please pay attention to the investment risk.
8、 Documents for future reference
1. Resolutions of the 17th (Interim) meeting of the 6th board of directors;
2. Audit report;
3. Evaluation report. It is hereby announced!
