Core Viewpoint - Company plans to sell 100% equity of its wholly-owned subsidiary, Guardforce Investment Holdings Pty Ltd, which holds shares in 34 companies under the Australian Security Group, to Gilmore Investment Holdings Limited for AUD 16.8 million, amid operational pressures and strategic realignment [2][4][18]. Transaction Overview - The board of directors approved the sale on November 26, 2025, with a total of 9 votes in favor and no opposition [6][23]. - The transaction does not constitute a related party transaction or a major asset restructuring as per regulations [3][4]. - The sale will not require shareholder approval due to the company's earnings per share being below the threshold of 0.05 yuan [6][12]. Financial Details - The Australian Security Group was valued at AUD 16.6428 million as of July 31, 2025, with the agreed sale price being AUD 16.8 million [10][11]. - The transaction reflects a 12.65% increase in value from the assessed equity [11][12]. - The sale will result in a net loss of approximately AUD 3.5695 million (around RMB 16.4254 million) for the company, which will be confirmed in the annual audit [18]. Buyer Information - Gilmore Investment Holdings Limited is a special purpose vehicle established for this transaction, with Jonathan Si Ang TJIA as the controlling shareholder and guarantor [7][14]. Asset Details - The transaction involves the sale of 100% equity in Guardforce Property Holdings Pty Limited, Video Alarm Technologies Pty Ltd, Lawmate Australia Pty Ltd, Lawmate Pty Ltd, Securecorp Pty Limited, and their subsidiaries [8][14]. - The assets are free from any encumbrances or legal disputes that could hinder the transfer [9][10]. Impact on Company - The sale is part of the company's strategy to optimize its business structure and improve resource allocation, aiming to enhance core competitiveness and profitability [18]. - Post-transaction, the Australian Security Group will no longer be included in the company's consolidated financial statements [4][18].
中安科股份有限公司关于出售全资子公司股权的公告