Securities code: 000851 securities abbreviation: Gohigh Data Networks Technology Co.Ltd(000851) Announcement No.: 2022-015 Gohigh Data Networks Technology Co.Ltd(000851)
Announcement on the sale of equity of subsidiaries
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Special tips:
1. This transaction is conducted by public listing, and the trading object has not been determined, so it does not constitute a related party transaction for the time being.
2. This transaction does not constitute a major asset restructuring.
3. The results of this public listing are uncertain. Please pay attention to the investment risks.
1、 Transaction overview
In order to accelerate the revitalization of stock assets, improve asset utilization efficiency and optimize asset structure, it is proposed to sell Gohigh Data Networks Technology Co.Ltd(000851) (hereinafter referred to as "the company") and its holding subsidiary Datang Gaohong Information Technology Co., Ltd. to hold 100% equity of Datang Gaohong Jining Electronic Information Technology Co., Ltd. (hereinafter referred to as "Gaohong Jining"). This transaction is planned to be carried out by public listing, and the listing price is not lower than the evaluation price. It will be listed and traded in Beijing Equity Exchange The counterparty of this transaction is not clear, the transaction contract has not been signed, and there is no performance arrangement. After the equity transfer, the scope of the company's consolidated statements will be changed, and Gao hongjining will no longer be included in the scope of the company's consolidated statements.
This transaction has been deliberated and adopted at the 20th meeting of the ninth board of directors of the company (voting results: 9 votes in favor, 0 votes against, 0 votes abstaining).
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. According to the evaluation value, this transaction 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.
This transaction is conducted in the form of public listing transfer, which allows individual delisting or overall delisting. There is a risk of success of the transaction, and there is uncertainty in the final counterparty and transaction price, so it is impossible to judge whether it constitutes a connected transaction. According to the final listing results, if it constitutes a connected transaction, the company will perform the corresponding decision-making procedures in accordance with relevant regulations.
2、 Basic information of counterparty
This transaction is planned to be transferred by public listing in the property rights trading center, and there is no definite transferee. 3、 Basic information of transaction object
1. Enterprise name: Datang Gaohong Jining Electronic Information Technology Co., Ltd
2. Unified social credit Code: 91370811595221653j
3. Legal representative: Liu Xuefeng
4. Type: other limited liability companies
5. Registered capital: 150 million yuan
6. Date of establishment: April 26, 2012
7. Address: No. 129, Jianshe North Road, Jining City
8. Business scope: general items: computer system services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Retail of computer software, hardware and auxiliary equipment; Sales of communication equipment; Sales of mechanical equipment; Sales of office supplies; Instrument sales; Sales of household appliances; Retail of Arts and crafts and collectibles (except ivory and its products); Luggage sales; Computer and office equipment maintenance (except for the items that must be approved according to law, carry out business activities independently according to law with the business license)
9. Shareholders: the company holds 99.2% of its equity. Datang Gaohong Information Technology Co., Ltd., a holding subsidiary of the company
The company holds 0.8% of its equity.
10. Financial situation
Unit: 10000 yuan
December 31, 2020 (audited) December 31, 2021 (audited)
Total assets 16805.63 12998.02
Total liabilities 428.31 130.99
Net assets 16377.31 12867.03
Total accounts receivable 0
Project from January to December 2020 (audited) from January to December 2021 (audited)
Operating income 6008.68 376.41
Operating profit -142.06 -2380.12
Net profit -74.91 -2380.28
Including: net profit attributable to parent company -74.91 -2380.28
Net cash flow from operating activities -2117.47 -1403.10
11. The ownership of Gao hongjining's equity held by the company is clear, there is no equity pledge and other rights restrictions, there is no major dispute, litigation, arbitration or seizure and other judicial measures, and there is no other situation that hinders the transfer of equity.
12. Upon inquiry, Gao hongjining does not belong to the dishonest executee
13. This equity sale will lead to changes in the scope of the company's consolidated statements. After the transaction is completed, the company will no longer hold the equity of the above-mentioned target company, and the above-mentioned target company will no longer be included in the scope of the company's consolidated statements. The company does not provide guarantee for the above-mentioned target company or entrust its financial management; Gao hongjining has no operating balance with the company and does not provide financial assistance in the form of operating capital transactions. 4、 Transaction pricing basis
The company entrusts a Chinese funded Assets Appraisal Co., Ltd. with securities and futures related business qualifications to evaluate the subject assets and issue corresponding appraisal reports.
The asset appraisal report on the value of all shareholders' equity of Datang Gaohong Jining Electronic Information Technology Co., Ltd. involved in the Gohigh Data Networks Technology Co.Ltd(000851) proposed transfer of equity of Datang Gaohong Jining Electronic Information Technology Co., Ltd. (Zhong Zi Ping Bao Zi (2022) No. 011) adopts the asset-based method.
The appraisal results of the value of all shareholders' equity of Datang Gaohong Jining Electronic Information Technology Co., Ltd. on the benchmark date are as follows:
The total book assets of Datang Gaohong Jining Electronic Information Technology Co., Ltd. are 129.9802 million yuan, the total liabilities are 1.3099 million yuan, the net assets are 128.6703 million yuan, the assessed total asset value is 139.468 million yuan, the total liabilities are 1.3099 million yuan, the assessed net asset value is 138.1581 million yuan, the added value is 9.4878 million yuan, and the value-added rate is 7.37%.
5、 Main contents of the transaction agreement
This transaction is planned to be carried out through public listing by the property right center. The company will sign relevant agreements according to the listing results, and timely fulfill the obligation of information disclosure according to the specific transaction progress, transaction amount and counterparty. 6、 Other arrangements for this transaction
The transfer of the equity of the subsidiary does not involve personnel resettlement, debt restructuring, etc. After the completion of this transaction, there is no situation that may lead to related party transactions or horizontal competition.
7、 Purpose of this transaction and its impact on the company
The sale of assets will help revitalize the company's stock assets and optimize resource allocation. As the final transaction price of this transaction is still uncertain, the specific amount of profit and loss generated by the transaction and its impact on the company's operating performance are uncertain. The company will timely perform relevant information disclosure obligations according to the transaction progress.
If all the companies have been transferred at the assessed price, the impact of this transaction on the profit and loss of the company is 9.4878 million yuan.
8、 Documents for future reference
1. Resolution of the 20th meeting of the 9th board of directors
2. Appraisal report on the value of all equity assets of shareholders of Datang Gaohong Jining Electronic Information Technology Co., Ltd. involved in the Gohigh Data Networks Technology Co.Ltd(000851) proposed transfer of equity of Datang Gaohong Jining Electronic Information Technology Co., Ltd
It is hereby announced.
Gohigh Data Networks Technology Co.Ltd(000851) board of directors January 24, 2022
