Stock Code: 002354 stock abbreviation: Dalian Zeus Entertainment Co.Ltd(002354) No.: 2022-008 Dalian Zeus Entertainment Co.Ltd(002354)
Announcement on providing guarantee for holding 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.
1、 Overview of guarantee
Dalian Zeus Entertainment Co.Ltd(002354) (hereinafter referred to as “the company”) held the 28th meeting of the Fifth Board of directors on January 28, 2022, and deliberated and adopted the proposal on providing guarantee for holding subsidiaries. In order to enhance the digital marketing scale of the company’s data traffic business in the field of short video, further expand the scale effect and enhance the competitiveness of data traffic business, The board of directors agreed to provide irrevocable joint and several liability guarantee for the business cooperation between the holding subsidiary Shanxi Pengjing Technology Co., Ltd. (hereinafter referred to as “Shanxi Pengjing”) and Linfen byte Beating Technology Co., Ltd. (hereinafter referred to as “byte beating”) in 2022. The guarantee scope, amount and guarantee period shall be subject to the specific contract. The maximum amount of creditor’s rights guaranteed by the guarantee contract is: 130 million yuan only (in figures: ¥ 13000000).
According to the provisions of relevant laws and regulations, normative documents, articles of association and other company systems such as the Listing Rules of Shenzhen Stock Exchange (revised in 2022), this external guarantee belongs to the deliberation and decision-making matters of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for approval.
2、 Basic information of the guaranteed
(I) basic information of the guaranteed party
Company name: Shanxi Pengjing Technology Co., Ltd
Date of establishment: November 25, 2020
Registered address: 4405, floor 4, building 4, Shanxi Gemeng Sino US clean energy R & D center, No. 1, Huazhang North Street, Taiyuan scientific and technological innovation city, Shanxi comprehensive reform demonstration zone
Legal representative: Liu Shengyu
The registered capital is 10 million yuan
business management; Enterprise management consulting; Information consulting services (excluding licensed information consulting services); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Network technology services; Information technology consulting services; Information system integration service; Internet advertising business scope services; Internet data services; Digital cultural creative content application service; Digital content production services (excluding publishing and distribution); Advertising release (non radio, television and newspaper publishing units); Advertising production; Animation game development; Digital culture creative software development; Artist brokerage services; Live e-commerce business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(II) relationship between the guaranteed party and the listed company Shanxi Pengjing is a holding subsidiary of the company. Through penetration calculation, the company holds 72% of the equity of Shanxi Pengjing. (III) main financial indicators of the guaranteed party in the latest year and another period
Unit: RMB
December 31, 2020 September 30, 2021 (Unaudited)
Total assets 21099915.27 74003977.62
Total liabilities 11801906.37 44896185.72
Net assets 9298008.90 29107791.90
2020 January September 2021 (Unaudited)
Operating income 124088.93 555240544.27
Total profit -701991.10 -190217.00
Net profit -701991.10 -190217.00
(IV) the credit status of the guaranteed party Shanxi Pengjing does not belong to the dishonest executee. 3、 Main contents of the guarantee contract Party A: Linfen byte Beating Technology Co., Ltd. (hereinafter referred to as “creditor”) Party B: Shanxi Pengjing Technology Co., Ltd. (hereinafter referred to as “debtor”) Party C 1: Dalian Zeus Entertainment Co.Ltd(002354) Party C 2: Liu Shengyu
Party C 1 and Party C 2 are collectively referred to as “Party C” and “guarantor”.
Whereas: 1 Party A and Party B signed the data promotion business cooperation agreement with the contract number of cont20211124494312 (the specific name of the agreement actually signed by both parties shall prevail, including but not limited to the modification, replacement, supplement, extension or restatement of the business agreement, which are collectively referred to as the “business agreement” 。 2. According to the business agreement, Party B entrusts Party A to provide data promotion services for Party B’s customers and shall pay corresponding data promotion fees to Party A. 3. Party B and Party C know and fully understand all terms and conditions of the business agreement and all relevant facts and background. 4. All parties confirm that Party B is obliged to pay Party A the data promotion fee in full and on time in accordance with the commercial agreement, and Party C is willing to provide Party A with an irrevocable joint and several liability guarantee for the obligations that Party B should perform under the commercial agreement (including but not limited to the payment of data promotion fee, etc.). According to relevant laws and regulations, the parties have reached the following legally binding agreement through equal consultation: Article 1 secured creditor’s rights 1 Party B shall pay Party A the corresponding data promotion expenses in full and on time in accordance with the commercial agreement. 2. Guaranteed creditor’s rights: including but not limited to the data promotion expenses that Party B should pay to Party A under the business agreement, all expenses and losses that Party B should bear due to Party B’s violation of the business agreement, such as late fees, liquidated damages, damages, etc, The expenses incurred by Party A to realize the creditor’s rights and guarantee rights (including but not limited to investigation fees, litigation fees, execution fees, preservation fees and preservation guarantee fees (or preservation insurance fees), lawyer fees, evaluation fees, auction fees, announcement fees, service fees, travel expenses, etc.), as well as all other expenses and funds that Party B should pay to Party A.
Article 2 joint and several liability guarantee 1 Party C is willing to provide Party A with an irrevocable joint and several liability guarantee for the timely and full payment of the guaranteed creditor’s rights. Party C confirms that if Party B fails to pay the data promotion fees, liquidated damages or other payables in full and on time as agreed in the commercial agreement, Party C shall pay the amount payable by Party B under the commercial agreement and this contract to the designated account of Party A in one time within [two (2) days] according to the requirements of Party A.
2. Party C agrees that no matter whether Party A has other guarantee rights for the guaranteed creditor’s rights under this contract (including but not limited to guarantee, mortgage, pledge and other guarantee methods), Party A has the right to require Party C to bear the guarantee liability within the guarantee scope agreed in this contract without requiring other guarantors to perform the guarantee liability first. Party A may require any Guarantor of Party C to bear all guarantee responsibilities. 3. The guarantee scope under this contract includes not only the guaranteed creditor’s rights described in this contract, but also the resulting liquidated damages, damages, handling charges and other expenses incurred for signing or performing this contract And the expenses incurred by Party A in realizing the guarantee rights and creditor’s rights (including but not limited to legal fees, execution fees, property preservation fees, attorney fees, evaluation fees, auction fees, announcement fees, service fees, travel expenses, etc.), as well as all other expenses and funds that Party B should pay to Party A (collectively referred to as “guaranteed debts”). The maximum limit of Party C 1’s guarantee liability under this contract is: 130 million yuan only. 4. The guarantee period is until [three (3)] years after the expiration of the performance period of the commercial agreement. 5. Party C hereby confirms that any relief granted by Party A to Party B (including but not limited to the concessions made by Party A to Party B in the bankruptcy reorganization plan or settlement agreement in accordance with applicable laws) or the modification or change of any terms of this contract between Party A and Party B do not need the consent of Party C, and Party A’s rights and interests under this contract will not be affected by such change, Party C’s warranty liability shall not be reduced or exempted. 6. Party C agrees that if Party A transfers the creditor’s rights under this contract to a third party during the guarantee period, Party C does not need to obtain the consent of Party C, and Party C continues to undertake irrevocable joint and several liability guarantee to the new creditor within the scope of the original guarantee. Party A will notify Party C within five (5) working days after the transfer of creditor’s rights. 7. If Party A and Party B agree to change the business agreement (including but not limited to the extension, increase of the amount of creditor’s rights and other changes that increase the guarantee liability of Party C), Party C does not need to obtain the consent of Party C. Party C agrees to continue to assume the guarantee liability for the creditor’s rights under the changed business item in accordance with the contract. Party C fully recognizes and agrees to the foregoing terms and guarantees that it will not require the people’s court or arbitration institution to change or cancel this contract and any terms in this contract on the basis of “obvious unfairness”, “major misunderstanding” or any other reasons. Article 3 Representations and warranties
Before Party B’s debts under the business agreement are fully and irrevocably repaid and the guaranteed debts are fully paid off, Party B and Party C jointly and severally make the following representations and warranties to Party A: 1 It is a civil subject with full capacity for civil rights and civil conduct, and has the right to sign this contract. 2 The signing and performance of this contract shall not violate the laws, articles of association, relevant documents, judgments and rulings of competent authorities, or violate any contract, agreement or other obligations it has signed. 3. Before signing this contract, it shall truthfully inform Party A of the asset restriction (including but not limited to any mortgage, pledge, lien and other guarantee authority set up, the situation of being sealed up, frozen, detained or possible and potential litigation, arbitration, administrative punishment and other matters), all materials, information, documents or financial statements provided by it The audit reports comply with applicable laws and regulations, and are true, effective, accurate and complete without any concealment or omission. 4. It will complete the filing, registration or other procedures required for this contract and the obligation of information disclosure (if applicable). 5. Its operating conditions, financial conditions and assets have not undergone or may undergo significant adverse changes, and there are no circumstances or events that have or may have a significant adverse impact on its performance ability. Article 4 covenants 1 Party B’s commitment (1) Party B promises not to take the following actions without the prior written consent of Party A before all Party B’s debts under the business agreement are irrevocably repaid and the guaranteed debts are paid off in full:
a) Change the company’s name, domicile, legal representative, directors, senior managers, registered capital, business scope, mailing address, actual business place, etc;
b) Amend the items recorded in the articles of Association;
c) Contracting, joint venture, foreign investment, joint-stock reform, merger (merger), division, increase of debt financing, transfer of property rights, equity transfer, capital reduction, suspension of business, dissolution, application for bankruptcy, cancellation, reorganization or liquidation and other acts that may affect its solvency;
d) Sign contracts, agreements and other legal documents that may damage Party A’s creditor’s rights or undertake obligations with the same impact;
e) Transfer (including sale, gift, debt repayment, exchange, etc.), mortgage, pledge or other means
f) Pay off long-term debts in advance, give up due creditor’s rights, and pay off the loans of shareholders or Party C;
g) Provide loans, guarantees or any form of financial assistance to third parties (including but not limited to shareholders, directors, senior managers and Party C);
h) As a result, the relationship between Party C and Party B has changed.
(2) Party B promises that before Party B’s debts under the business agreement are fully and irrevocably repaid and the guaranteed debts are fully paid off, Party B will immediately notify Party A in writing of the following circumstances: a) the statements and warranties made in this contract become untrue, inaccurate, incomplete, in violation of legal provisions or invalid;
b) Party B or its controlling shareholder or actual controller defaults or fails to perform any debt financing document (including but not limited to loans, bonds and guarantees) or any other contract;
c) Party B or its controlling shareholder is applied for bankruptcy, reorganization or liquidation by other creditors, or suspended for rectification, revoked or revoked by the competent authority, or the main business license / qualification is terminated, revoked or revoked; d) Party B or its controlling shareholders, actual controllers, legal representatives, directors, financial directors and other senior managers are involved in litigation, arbitration, disputes, claims, filing investigation and other legal procedures, or assets are seized, sealed up, frozen, enforced or other measures with the same effect are taken;
e) Party B or its controlling shareholders, actual controllers, legal representatives, directors, financial directors and other senior managers are subject to adverse decisions, rulings, judgments, penalties or have the same effect by the competent authorities
