Securities code: 002929 securities abbreviation: Runjian Co.Ltd(002929) Announcement No.: 2022-011 bond Code: 128140 bond abbreviation: runjian convertible bond
Announcement on capital increase to Guangzhou sailfish Software Technology Co., Ltd
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.
Important content tips:
1. Runjian Co.Ltd(002929) (hereinafter referred to as ” Runjian Co.Ltd(002929) “) plans to increase the capital of the joint-stock company Guangzhou swordfish Software Technology Co., Ltd. (hereinafter referred to as “swordfish technology”) with its own capital of no more than 20.4 million yuan to obtain 17% equity of swordfish technology. After the capital increase is completed, Runjian Co.Ltd(002929) holds 51% equity of swordfish technology, and swordfish technology becomes a holding subsidiary of Runjian Co.Ltd(002929) and is included in the scope of consolidated statements.
2. Sailfish technology was originally a Runjian Co.Ltd(002929) joint-stock company, and Runjian Co.Ltd(002929) appointed Ms. Liang Ji as the director of sailfish technology. Ms. Liang Ji did not hold the equity of sailfish technology and left her post as the director of sailfish technology on December 29, 2021. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, sailfish technology is a Runjian Co.Ltd(002929) related party, and this investment constitutes a connected transaction. This investment 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. It does not constitute a major asset reorganization specified in the measures for the administration of major asset reorganization of listed companies. 3. Risk tips:
There are transaction risks, operation and management risks, market risks and other risks in this transaction. See “five (II) risks” in the announcement for details. Please pay attention to the investment risks.
Runjian Co.Ltd(002929) at the 23rd Meeting of the Fourth Board of directors held on January 23, 2022, the proposal on capital increase and related party transactions to Guangzhou sailfish Software Technology Co., Ltd. was deliberated and adopted by 8 votes for, 0 against, 0 abstention and 1 avoidance. The relevant information is hereby announced as follows:
1、 Overview of related party transactions
Runjian Co.Ltd(002929) is the manager of communication information network and energy network. The management and maintenance business covers basic networks such as energy network, information network and communication network. Sailfish technology, a joint-stock company of Runjian Co.Ltd(002929) , is a high-tech enterprise with the development direction of artificial intelligence application (AI), hybrid reality (MR) and digital twin (DT), At present, it has formed a business pattern of building a children’s meta universe science, education and entertainment service platform for C-end users and providing XR products for b-end customers.
In 2021, the operating revenue of sailfish technology increased by 417% year-on-year, the net profit increased by 652% year-on-year, and the operating performance achieved explosive growth; The children’s Mr science, education and entertainment service platform of “Dr. Qi MR technology park” for C-end users has entered the stage of replication and promotion; The aviation training system, holographic classroom system, simulated driving platform, holographic combat system and other vocational education training products and XR products for b-end users have been highly praised by airlines, colleges and universities, troops and other customers.
In order to further accelerate the business expansion of Runjian Co.Ltd(002929) and swordfish technology, combined with the financing needs of swordfish technology, Runjian Co.Ltd(002929) plans to increase its capital to swordfish technology with its own capital of no more than 20.4 million yuan to obtain 17% equity of swordfish technology. After the capital increase is completed, Runjian Co.Ltd(002929) holds 51% equity of swordfish technology, and swordfish technology becomes a holding subsidiary of Runjian Co.Ltd(002929) and is included in the scope of consolidated statements.
This transaction will be based on the audited financial data and evaluation results of sailfish technology in 2021, and the final consideration will not exceed 20.4 million yuan. The board of directors authorizes the operation management and the general manager to go through relevant investment procedures and sign relevant documents. Runjian Co.Ltd(002929) will timely perform the obligation of information disclosure according to the specific progress of the project.
Swordfish technology is a Runjian Co.Ltd(002929) joint-stock company, and Runjian Co.Ltd(002929) appointed Ms. Liang Ji as the director of swordfish technology. Ms. Liang Ji did not hold the equity of swordfish technology and left her post as the director of swordfish technology on December 29, 2021. According to the relevant provisions of the stock listing rules of Shenzhen stock exchange, swordfish technology is a Runjian Co.Ltd(002929) related party, and this investment constitutes a related party transaction.
This related party transaction was considered at the 23rd Meeting of the 4th board of directors held on January 23, 2022. Ms. Liang Ji, a related director, avoided voting on the proposal. The proposal was passed by 8 votes in favor, 0 votes against, 0 abstention and 1 vote in avoidance. The Runjian Co.Ltd(002929) independent directors have expressed their prior approval opinions and independent opinions on the related party transaction.
According to relevant laws and regulations and the articles of association, this related party transaction belongs to the approval authority of the Runjian Co.Ltd(002929) board of directors, does not need to be submitted to the Runjian Co.Ltd(002929) general meeting of shareholders for deliberation, and does not constitute a major asset reorganization as stipulated in the measures for the Administration of major asset reorganization of listed companies.
2、 Basic information of related parties and investment objects
1. Ms. Liang Ji: born in October 1972, Chinese nationality, without permanent residency abroad, graduate degree. He once served as industrial accountant of Nanning steel refining plant, financial manager of Guangdong Zhongren runjian Development Co., Ltd., manager of financial department, manager of audit and settlement department and chief financial officer of Guangxi runjian Communication Development Co., Ltd; From September 2020 to December 2021, she was appointed by Runjian Co.Ltd(002929) as the director of swordfish technology, and Ms. Liang Ji did not hold the equity of swordfish technology. Ms. Liang Ji is not a dishonest person.
2. Guangzhou sailfish Software Technology Co., Ltd
Company name: Guangzhou sailfish Software Technology Co., Ltd
Enterprise type: limited liability company
Registered capital: RMB 16.6667 million
Registered address: a412-a413, No. 22, zhongerheng Road, Xiaoguwei street, Panyu District, Guangzhou
Date of establishment: May 3, 2011
Business scope:
Software development; Information system integration service; Information technology consulting services; Data processing and storage services; Integrated circuit design; Digital animation production; Geographic information processing; Wholesale of computer spare parts; Research and development of electronics, communication and automatic control technology; Research and development of network technology; Computer technology development and technical services; Wholesale of office equipment and consumables; Wholesale of communication equipment and supporting equipment; Game software design and production; Software wholesale; Installation of communication lines and equipment; Electronic automation engineering installation services; Electronic equipment engineering installation services; Intelligent installation engineering services; Smart card system engineering services; Communication system engineering services; Computer network system engineering services; Computer wholesale; Wholesale of electronic components; Wholesale of electronic products; Computer room maintenance services; Information and electronic technology services; Software technology promotion services; Information system security services; Computer retail; Retail of computer spare parts; Software retail; Retail of communication equipment; Retail of electronic components.
Equity structure before and after capital increase:
Before capital increase:
Shareholder’s name or name shareholder’s subscribed capital contribution capital shareholding ratio contribution method capital source (10000 yuan)
Wang Zhaofu 891 53.46% cash self owned funds
Runjian Co.Ltd(002929) 566.67 34% cash self owned funds
Guangzhou Qirui sharing technology partnership 209 12.54% cash self owned capital industry (limited partnership)
Total 1666.67 100% cash self owned funds
After capital increase:
Shareholder’s name or name shareholder’s subscribed capital contribution capital shareholding ratio contribution method capital source (10000 yuan)
Runjian Co.Ltd(002929) 1144.90 51.00% cash self owned funds
Wang Zhaofu 891.00 39.69% cash self owned funds
Guangzhou Qirui sharing technology partnership 209.00 9.31% cash self owned capital industry (limited partnership)
Total 2244.90 100.00% cash self owned funds
Financial situation of the latest year and another period (unit: 10000 yuan):
Assets December 31, 2020 December 31, 2021
(audited) (Unaudited)
Total assets 1020.42 1998.26
Total liabilities 226.70 866.49
Total bank loans – 150.17
Total receivables 274.09 1209.19
Total current liabilities 226.70 866.49
Net assets 793.72 1131.78
Profit and loss January December 2020 January December 2021
(audited) (Unaudited)
Operating income 479.81 2478.42
Total profit -67.07 385.59
Net profit -67.07 370.39
Cash flow from operating activities -144.39 -336.03
Net amount
Relationship:
Runjian Co.Ltd(002929) obtained 34% equity of swordfish technology in the form of capital increase in June 2020. From September 2020 to December 2021, Ms. Liang Ji, the director of Runjian Co.Ltd(002929) , was appointed as the director of swordfish technology by Runjian Co.Ltd(002929) . Ms. Liang Ji did not hold the equity of swordfish technology. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, swordfish technology is a related party of Runjian Co.Ltd(002929) .
Other information:
Sailfish technology does not provide guarantee or financial assistance for others, and is not a dishonest person. 3、 Pricing policy, pricing basis and capital source of the transaction
Sailfish technology is a high-tech enterprise with artificial intelligence application (AI), hybrid reality (MR) and digital twin (DT) as its development direction. At present, it has formed a business pattern of building a children’s meta universe science, education and entertainment service platform for C-end users and providing XR products for b-end customers.
Sailfish technology has a strong R & D and management team. Its founder Wang Zhaofu is a doctor majoring in computer science of the University of national defense science and technology and a postdoctoral fellow of Sun Yat sen University. He has long been engaged in research and development related to virtual reality and intelligent systems and has completed a number of new product design and R & D. he is an expert of the Standards Committee of China virtual reality industry alliance and has won a number of awards for military and industrial science and technology projects, He is a model worker in Guangdong Province and an expert of China new urban construction industry Education Alliance.
Since its establishment in 2011, sailfish technology has invested in innovative research and development for a long time, committed to combining advanced extended reality technology with industrial application, building a safer and more convenient digital world, and promoting industrial development with solid technical force. Focusing on technology R & D and product design, sailfish technology has formed an intellectual property protection system focusing on invention patents and software copyright. It has more than 30 authorized patents and software works, and participated in the formulation of a number of virtual reality national and industrial standards.
In 2021, the operating revenue of sailfish technology increased by 417% year-on-year, the net profit increased by 652% year-on-year, and the operating performance achieved explosive growth; The children’s Mr science, education and entertainment service platform of “Dr. Qi MR technology park” for C-end users has entered the stage of replication and promotion; The aviation training system, holographic classroom system, simulated driving platform, holographic combat system and other vocational education training products and XR products for b-end users have been highly praised by airlines, colleges and universities, troops and other customers.
Sailfish technology is a technology driven enterprise with good complementarity with Runjian Co.Ltd(002929) business. On the one hand, sailfish technology’s technology, products, solutions and “Dr. Qi MR technology park” can be quickly copied and promoted through Runjian Co.Ltd(002929) service outlets covering more than 23 key provinces, 200 prefectures, cities and 1200 counties and districts in China; On the other hand, Runjian Co.Ltd(002929) products and solutions can use the relevant technologies of swordfish technology, continuously improve and improve the relevant technologies of swordfish technology in communication and use, and realize the market-oriented application of technology.
Through consensus of all parties, this transaction will be based on the audited financial data and evaluation results of sailfish technology in 2021,
