Securities code: 002848 securities abbreviation: Gospell Digital Technology Co.Ltd(002848) Announcement No.: 2022-002 Gospell Digital Technology Co.Ltd(002848)
Announcement on the progress of listing and selling 100% equity of wholly-owned subsidiaries
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.
Gospell Digital Technology Co.Ltd(002848) (hereinafter referred to as “the company”) sold 100% equity of Shenzhen Gospell Digital Technology Co.Ltd(002848) home smart Electronics Co., Ltd. (hereinafter referred to as “home smart company”), a wholly-owned subsidiary of the company, through Shandong property right trading center Co., Ltd. (hereinafter referred to as “Shandong property right center”). The progress of the transaction is hereby announced as follows:
1、 Transaction overview
The 20th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors held on November 5, 2021 and the 6th extraordinary general meeting of shareholders held on November 22, 2021 considered and approved the proposal on selling 100% equity of Shenzhen Gospell Digital Technology Co.Ltd(002848) home smart Electronics Co., Ltd., a wholly-owned subsidiary, in order to revitalize the company’s assets, optimize resource allocation Improve the operation efficiency of the company’s assets, take RMB 90.3 million as the listing price, and agree to sell 100% equity of the wholly-owned subsidiary home intelligence company in Shandong property right center by public listing.
The company has hired Shanghai Dongzhou Asset Appraisal Co., Ltd., an appraisal institution with securities qualification, to evaluate the assets of the home smart company, The company also issued the appraisal report on the value of all equity assets of shareholders of Shenzhen Gospell Digital Technology Co.Ltd(002848) home smart Electronics Co., Ltd. involved in the proposed transfer of equity of Shenzhen Gospell Digital Technology Co.Ltd(002848) home smart Electronics Co., Ltd. (Dongzhou pingbao Zi [2021] No. 2033), and entrusted Shandong property right center to perform the public listing transfer procedures.
After the equity transfer, the scope of the company’s consolidated statements will be changed, and the home smart company will no longer be included in the scope of the company’s consolidated statements. For details, please refer to securities times, Shanghai Securities News, China Securities News, securities daily and cninfo.com published by the company on November 6, 2021（ http://www.cn.info.com.cn. ）Announcement on listing and selling 100% equity of wholly-owned subsidiaries.
2、 Transaction progress
The listing announcement period expires on January 19, 2022. As of the expiration of the listing announcement, one transferee (Shenzhen hongtengtong Electronics Co., Ltd., hereinafter referred to as “hongtengtong company”) has been recruited for the equity sale and paid the deposit on time.
On January 20, 2022, the company and hongtengtong signed the property right transaction contract on the sale of 100% equity of home smart company in accordance with the relevant rules of Shandong property right center.
3、 Basic information of the transferee
Name: Shenzhen hongtengtong Electronics Co., Ltd
Legal representative: Lu Zhaoling
Unified social credit Code: 914403005967646843
Registered capital: 5 million yuan
Date of establishment: May 11, 2012
Registered address: floor 5, building 12, Changxing Science Park, Wan’an Road, Shayi community, Shajing street, Bao’an District, Shenzhen (there is a business place on floor 4, building F11, f518 fashion creative park, No. 1065, Baoyuan Road, Xixiang street to engage in R & D activities)
Registration authority: Shenzhen market supervision administration
Business scope: the general business items are: technical development, sales and related technical consultation of network playback equipment, modem, DVD, wireless digital terrestrial transceiver, frequency reducer and set-top box; Technical development, sales and related technical consultation of digital receiver, frequency reducer and HD player (operated with license); China’s trade, goods and technology import and export business. The licensed business items are: Ordinary freight; Production of digital receiver, frequency reducer and HD player; R & D, production, processing and sales of household appliances, razors, electric fans, electronic products, communication products, kitchen electrical products, lighting appliances and power supply products.
According to the main financial situation of the latest year provided by hongtengtong company, as of December 31, 2021, the total assets of hongtengtong company were 12.6547 million yuan and the net assets were 6.961 million yuan; In 2021, hongtengtong company had an operating revenue of 37.1455 million yuan and a net profit of 3.5589 million yuan. (the above data have not been audited).
Upon inquiry, hongtengtong company is not a dishonest executee.
There is no affiliated relationship between hongtengtong company and the company, the controlling shareholder and actual controller of the company, the directors, supervisors and senior managers of the company, and this transaction does not constitute a connected transaction; Nor does it belong to the major asset restructuring matters stipulated in the measures for the administration of major asset restructuring of listed companies.
4、 Main contents of property right transaction contract
（1） Contract subject
Transferor: Gospell Digital Technology Co.Ltd(002848)
Transferee: Shenzhen hongtengtong Electronics Co., Ltd
(II) subject matter of property right transaction
The transferor will transfer 100% equity of Shenzhen Gospell Digital Technology Co.Ltd(002848) furniture Intelligent Electronics Co., Ltd. (hereinafter referred to as the “target enterprise”) to the transferee with compensation.
(III) equity transfer price
The transferor shall transfer the above equity to the transferee in RMB (in words) ninety million three hundred thousand only (￥ 90300000.00).
(IV) payment method of equity transfer price
Both parties agree that all the equity transfer price of the contract shall be settled off-site, and the transferee shall pay the first equity transfer amount of RMB (in words) fifty million yuan (￥ 50000000.00) to the transferor before February 28, 2022, and the remaining equity transfer amount shall be paid before December 31, 2022.
(V) property rights settlement
Both parties shall, within 30 working days after the payment of the first equity transfer under this contract, go through the registration procedures for the change of property rights with relevant departments.
(VI) liability for breach of contract
1. If either party breaches the contract, it must bear the liability for breach of contract. If it causes losses to the other party, it shall also bear the liability for compensation.
2. If the transferee fails to pay the equity transfer price within the time limit agreed in the contract, if it is overdue for more than 10 days, the transferor has the right to unilaterally terminate the contract and require the transferee to bear the liability for breach of contract according to the equity transfer price (0.1 ‰).
3. If the transferor fails to deliver the subject matter of property right transfer on schedule, it shall pay liquidated damages to the transferee at (0.1 ‰) of the total transfer price for each overdue day.
If the transferor fails to deliver the subject matter of property right transfer on schedule, and the transferor fails to perform the above obligation of property right delivery after being urged, the transferee has the right to unilaterally terminate this contract and require the transferor to bear the liability for breach of contract according to (0.1 ‰) of the total equity transfer price.
4. If the assets, debts and other major matters of the target enterprise are not disclosed or omitted, causing major adverse effects to the target enterprise, or affecting the equity transfer price of more than (0.1 ‰), the transferee has the right to terminate the contract and require the transferor to bear the liability for breach of contract according to (0.1 ‰) of the transfer price. If the transferee does not terminate the contract, it shall have the right to require the transferor to make compensation for relevant matters.
Other forms of compensation may also be agreed upon by both parties through consultation.
5、 Impact of this transaction on the company
The public listing and transfer of 100% equity of home smart company is mainly to revitalize the company’s assets, optimize resource allocation and improve the operation efficiency of the company’s assets, which is in line with the needs of the company’s overall strategic development and the interests of the company and all shareholders. After the completion of this equity transfer and delivery, the company no longer owns the equity of home smart company, and home smart company will no longer be included in the scope of the company’s consolidated statements. The specific amount of income brought by this equity transfer to the company shall be subject to the audit results of the accounting firm in the future. Please invest rationally and pay attention to risks.
6、 Documents for future reference
1. Property right transaction contract signed by both parties.
Gospell Digital Technology Co.Ltd(002848)
Board of directors
January 21, 2022
