Securities code: 002065 securities abbreviation: Dhc Software Co.Ltd(002065) Announcement No.: 2022-005 Dhc Software Co.Ltd(002065)
Announcement on wholly owned subsidiaries applying for credit and guarantee from banks
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.
Dhc Software Co.Ltd(002065) (hereinafter referred to as “the company”) held the 39th meeting of the seventh board of directors on January 27, 2022, deliberated and adopted the proposal on wholly owned subsidiaries applying for credit and guarantee from banks. The relevant matters are hereby announced as follows:
1、 Overview of credit and guarantee
Based on the needs of business development, Beijing Shenzhou Xinqiao Technology Co., Ltd., a wholly-owned subsidiary of the company, plans to apply to the cooperative bank for credit business. The specific credit banks and guarantees are as follows:
Beijing Shenzhou Xinqiao Technology Co., Ltd. plans to apply to Industrial Bank Co.Ltd(601166) Beijing Shouti sub branch for a credit line of 400 million yuan, an exposure line of 200 million yuan and a term of one year. The exposure limit of Beijing Shenzhou Xinqiao Technology Co., Ltd. is guaranteed by the company with joint and several liability. The specific business type shall be subject to the contract signed by the bank.
In accordance with the provisions of the Shenzhen Stock Exchange Stock Listing Rules (revised in 2022), the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of main board listed companies, the notice on regulating the external guarantee behavior of listed companies, the articles of association and other relevant systems, this guarantee does not constitute a connected transaction, The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the guaranteed
1. Company name: Beijing Shenzhou Xinqiao Technology Co., Ltd
2. Date of establishment: July 30, 2001
3. Place of registration: No. B-08, 12th floor, No. 89, North West Third Ring Road, Haidian District, Beijing
4. Legal representative: Zhang Jianhua
5. Registered capital: 300 million yuan.
6. Business scope: technology development, technology transfer, technical consultation, technical service and technology promotion; Computer technology training; Basic software services; Application software services; Computer system services; Data processing; Computer maintenance; Production and processing of computer software and hardware; Import and export of goods, agent import and export, technology import and export. (enterprises shall independently choose business projects and carry out business activities according to law. For projects that must be approved according to law, they shall carry out business activities according to the approved contents after being approved by relevant departments. They shall not engage in business activities of projects prohibited and restricted by the industrial policies of this city.)
7. Beijing Shenzhou Xinqiao Technology Co., Ltd. is a wholly-owned subsidiary of the company, and the company holds 100% of its equity. 8. The main financial indicators are as follows:
Unit: RMB
December 31, 2020 September 30, 2021
Total assets 2154528290.32 2614565976.72
Total liabilities 1493228389.80 1918815718.77
Net assets 661299900.52 695750257.95
Asset liability ratio 69.31% 73.39%
Project: January December 2020 January September 2021
Operating income 2604446940.90 1742882061.04
Total profit 102499358.45 52226127.94
Net profit 94718402.06 51312142.33
Note: the financial data of Beijing Shenzhou Xinqiao Technology Co., Ltd. listed in the above table as of December 31, 2020 have been audited, and the financial data from January to September 2021 have not been audited.
9. After verification, Beijing Shenzhou Xinqiao Technology Co., Ltd. is not a dishonest executee and is in good credit condition.
3、 Main contents of the guarantee agreement
1. Guarantee method; Joint and several liability guarantee
2. Guarantee period: 12 months from the effective date of the guarantee agreement
3. Guarantee amount: RMB 200 million
The above guarantee agreement has not been signed, and the specific date and credit line shall be subject to the relevant contract signed.
4、 Opinions of the board of directors
The board of Directors believes that the guaranteed Beijing Shenzhou Xinqiao Technology Co., Ltd. is a wholly-owned subsidiary of the company. In order to meet the capital needs of its business development, the company provides guarantee for it, which meets the requirements of the company’s development. The board of directors comprehensively evaluated the asset quality, operation, industry prospect, solvency and credit status of the guaranteed, and considered that the guaranteed was in stable operation, good credit status and sufficient debt repayment ability. The company can effectively control the risks and decisions of its daily business activities, grasp its credit status in time, and its financial risks are within the effective control range of the company. The company guarantees that there is no violation of laws and regulations and the relevant provisions of the articles of association, and will not damage the interests of the company and its shareholders, especially the minority shareholders, There is no transfer of resources and transfer of interests. In conclusion, the board of directors agreed to the above guarantee.
5、 Opinions of the board of supervisors
After verification, the board of supervisors believes that Beijing Shenzhou Xinqiao Technology Co., Ltd. is a wholly-owned subsidiary of the company. The joint and several liability guarantee provided by the company will not affect the independence of the company, nor damage the overall interests of the company and the legitimate rights and interests of minority shareholders, which is in line with the long-term development strategic plan of the company and conducive to the sustainable and steady development of the company. When the board of supervisors deliberated this proposal, the voting procedure and process complied with the relevant provisions of laws, regulations and the articles of association, and would not harm the interests of the company and the majority of shareholders. Therefore, we agree to the guarantee and submit it to the general meeting of shareholders of the company for deliberation.
7、 Cumulative guarantee quantity and overdue guarantee quantity
As of the disclosure date of this announcement, the total guarantee amount of the company and its holding subsidiaries is RMB 1.798 billion, which are all guarantees provided by the company to its subsidiaries, accounting for 17.94% of the audited net assets of the company at the end of 2020. The company has no overdue external guarantee, no external guarantee involving litigation, and no loss due to the judgment of losing the guarantee.
7、 Documents for future reference
Resolution of the 39th meeting of the 7th board of directors.
It is hereby announced.
Dhc Software Co.Ltd(002065) board of directors January 28, 2002
