Huaxi Securities Co.Ltd(002926)
About D&O Home Collection Co.Ltd(002798) Group Co., Ltd
Verification opinions on guarantee provided by holding subsidiaries to dealers
Huaxi Securities Co.Ltd(002926) (hereinafter referred to as the “sponsor”) as the sponsor of the public issuance of convertible corporate bonds of D&O Home Collection Co.Ltd(002798) Group Co., Ltd. (hereinafter referred to as the ” D&O Home Collection Co.Ltd(002798) ” and “company”), in accordance with the measures for the administration of securities issuance and listing sponsor business, the stock listing rules of Shenzhen Stock Exchange The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the regulatory guidelines for listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies and other relevant provisions have verified the guarantees provided by D&O Home Collection Co.Ltd(002798) holding subsidiaries to distributors. The specific circumstances are as follows:
1、 Overview of external guarantee
D&O Home Collection Co.Ltd(002798) the 31st meeting of the 4th board of directors and the 29th meeting of the 4th board of supervisors were held on January 28, 2022. The proposal on guarantee provided by holding subsidiaries for dealers was deliberated and adopted respectively. According to the company’s business plan for 2022, In order to solve the financing bottleneck of its dealers, support dealers to become bigger and stronger, promote the growth of the company’s sales performance, improve the symbiotic financial environment of the supply chain, accelerate the capital flow of the whole industrial chain, and provide joint and several liability guarantee for the bank loans of its dealers, The total amount of guarantee shall not exceed 390 million yuan, which shall be subject to the guarantee contract signed by the bank. In order to prevent and control risks, the company requires dealers to provide counter guarantee of mortgage or pledge.
This matter belongs to the external guarantee of the holding subsidiary and does not constitute related party guarantee. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, the guarantees provided by the listed company and its holding subsidiaries after the total amount of external guarantees exceeds 50% of the latest audited net assets of the listed company must be submitted to the general meeting of shareholders for deliberation. Therefore, the guarantee matters need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
The guarantee object is the dealer who has maintained a good cooperative relationship with osheno for a long time, and cooperates with osheno’s business to collect the payment on time, without arrears and unreasonable delay of payment. It has a good credit record and is not a dishonest executee. In principle, the amount of bank loan guarantee for a single dealer shall not exceed 40% of the dealer’s sales in the previous year, and the guarantee object shall not be associated with the company. After strict review and screening by the company, qualified dealers shall be recommended to financial institutions for financing, and banks shall provide loans after review according to the internal requirements of the bank.
3、 Specific matters of guarantee
1. Guarantee method: joint and several liability guarantee
2. Guarantee object: dealers who have maintained a long-term good cooperative relationship with osheno, cooperated with osheno’s business, received payment on time without arrears or unreasonable delay, have a good credit record, do not belong to dishonest Executees, have no relationship with the company, and the bank loan guarantee amount of a single dealer does not exceed 40% of the dealer’s sales in the previous year in principle.
3. Purpose of fund: the loan fund is specially used to pay the purchase price of osheno, and the loan proceeds are directly paid to the designated bank account of osheno.
4. Guarantee amount: the total guarantee amount shall not exceed 390 million yuan.
5. Guarantee period: the holding subsidiary provides the guarantee amount for the dealer, and the validity period is within 12 months from the date of adoption of the resolution of the general meeting of shareholders. The guarantee period shall be determined according to the actual date of each loan, relevant laws and regulations and the agreement of both parties.
6. Counter guarantee: the guaranteed dealer shall provide counter guarantee of mortgage or pledge to osheno.
4、 Procedure for performance
(I) deliberations at the board meeting
The company held the 31st meeting of the 4th board of directors on January 28, 2022, which deliberated and passed the proposal on the guarantee provided by the holding subsidiary for the dealers. The board of directors considered that the external guarantee of osheno was in line with the company’s business plan in 2022, which was conducive to the return of accounts receivable and enhance the liquidity of the company’s assets, At the same time, it can help osheno dealers solve the problem of capital shortage and expand the sales scale.
The company will strictly review the guaranteed dealers and require the dealers to provide the company with a certain form of counter guarantee. The guarantee object and osheno’s business cooperation will receive the payment on time, without arrears and unreasonable delay. The company can control and prevent the guarantee risk and will not damage the interests of the company and all shareholders. The above guarantees comply with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the notice on regulating the external guarantee behavior of listed companies, and can effectively control the external guarantee risk of the company. Therefore, after the review of the board of directors, the above guarantee matters are agreed and agreed to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) deliberation at the meeting of the board of supervisors
On January 28, 2022, the company held the 29th meeting of the Fourth Board of supervisors, which deliberated and adopted the proposal on holding subsidiaries providing guarantees for dealers. The board of supervisors held that in order to solve the financing bottleneck of its dealers, support dealers to become bigger and stronger, promote the growth of the company’s sales performance and improve the symbiotic financial environment of the supply chain, Accelerate the capital flow of the whole industrial chain and provide joint and several liability guarantee for the bank loans of its dealers, with a total guarantee amount of no more than 390 million yuan. In order to prevent and control risks, the company requires dealers to provide counter guarantee of mortgage or pledge.
The above guarantee complies with the provisions of relevant laws and regulations and the articles of association, and can effectively control the company’s external guarantee risk. Therefore, we agree to the above guarantee matters and agree to submit them to the general meeting of shareholders of the company for deliberation.
(III) opinions of independent directors
The independent directors of the company expressed independent opinions on the above matters. The independent directors believe that the holding subsidiary of the company, osheno, plans to provide its dealers with a guarantee limit of no more than 390 million yuan in 2022, which is conducive to the return of accounts receivable, enhance the liquidity of the company’s assets, and help osheno dealers solve the problem of capital shortage and expand the sales scale. The company strictly reviews the guaranteed dealers and requires the dealers to provide certain forms of counter guarantee to the company, with controllable risk. Therefore, it is unanimously agreed that osheno will provide guarantee for its dealers and agree to submit the matter to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5、 Accumulated external guarantee
As of the date of disclosure of this verification opinion, the total amount of external guarantees provided by the company and its holding subsidiaries was 5777.72 million yuan, accounting for 135.71% of the company’s audited net assets in 2020, of which the total amount of guarantees provided by the company and its holding subsidiaries to the units in the consolidated statements was 5637.72 million yuan, accounting for 132.42% of the company’s latest audited net assets; The total amount of guarantee provided by the company and its holding subsidiaries to units outside the consolidated statements (osheno dealers) is 140 million yuan, accounting for 3.29% of the company’s latest audited net assets. After the guarantee is approved by the general meeting of shareholders, the total amount of external guarantee of the company and its subsidiaries is 7724.8 million yuan, accounting for 181.44% of the company’s audited net assets in 2020 and 86.15% of the company’s audited total assets in 2020; Among them, the amount of guarantee provided by the company and its holding subsidiaries to the units in the consolidated statements is 7334.8 million yuan, accounting for 172.28% of the company’s latest audited net assets; The amount of guarantee provided by the company and its holding subsidiaries to units outside the consolidated statements (osheno dealers) is 390 million yuan, accounting for 9.16% of the company’s latest audited net assets.
The company and its holding subsidiaries have no overdue external guarantee, no guarantee involving litigation, no loss judged due to the guarantee, and no guarantee for shareholders, actual controllers and their related parties. 6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the holding subsidiary of D&O Home Collection Co.Ltd(002798) osheno has performed the necessary internal decision-making procedures for the guarantee provided by dealers, and it still needs to be deliberated and approved by the general meeting of shareholders. Comply with the requirements of laws and regulations such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, regulatory guidelines for listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, and relevant provisions such as the articles of association. The recommendation institution has no objection to the guarantee provided by D&O Home Collection Co.Ltd(002798) holding subsidiary to dealers.
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(there is no text on this page, which is the signature page of Huaxi Securities Co.Ltd(002926) verification opinions on the guarantee provided by the holding subsidiary of D&O Home Collection Co.Ltd(002798) Group Co., Ltd. for dealers)
Sponsor representative:
Fang Wei and Yuan Zong
Huaxi Securities Co.Ltd(002926) February 10, 2022
