Securities code: 000793 securities abbreviation: Huawen Media Group(000793) Announcement No.: 2022-009 Huawen Media Group(000793)
Announcement on providing guarantee for 40 million yuan loan of wholly-owned subsidiary
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.
Huawen Media Group(000793) (hereinafter referred to as “the company”) provides joint and several liability guarantee for the working capital loan of RMB 20 million of the wholly-owned subsidiary Hainan Huawen Minxiang Investment Co., Ltd. (hereinafter referred to as “Huawen Minxiang”) and the fixed asset loan of RMB 20 million of the wholly-owned subsidiary Hainan Fengze Investment Development Co., Ltd. (hereinafter referred to as “Fengze investment”). The matters related to the guarantee are hereby announced as follows:
1、 Application for project funds and loans
Huawen Minxiang applied to the business department of the head office of Bank of Hainan Co., Ltd. (hereinafter referred to as “Bank of Hainan”) and obtained a loan of 20 million yuan (the variety is short-term working capital loan, the business term is one year, and the loan interest rate is 6.8% / year). The loan is mainly used for Huawen Minxiang to carry out rubber trade business; Fengze investment applied for and approved a loan of 20 million yuan from the Bank of Hainan (the variety is long-term fixed asset loan, the business term is five years, the loan interest rate is 6.8% / year, and the loan interest rate is subject to the specific signed contract). The loan is mainly used for the construction and operation of selenium coconut project and research project of Fengze investment.
2、 Overview of guarantee
(I) guarantee
Name of guarantor: Company
Name of the guaranteed: Huawen Minxiang, Fengze investment
Name of creditor: Bank of Hainan
Guarantee amount: the principal of the guaranteed creditor’s rights is 20 million yuan
Guarantee method: the company provides joint and several liability guarantee for all creditor’s rights under the working capital loan contract and the fixed assets loan contract (hereinafter referred to as the “main contract”).
Guarantee scope: including main creditor’s rights, interest, default interest, compound interest, liquidated damages, damages Expenses for realizing creditor’s rights (including but not limited to legal fees, arbitration fees, notarization fees, taxes, property preservation fees, lawyer fees, travel expenses, case investigation fees, execution fees, evaluation fees, auction fees, service fees, announcement fees, appraisal fees, inspection fees, surveying and mapping fees, translation fees, late fees, custody fees, deposit fees, other application fees, etc.) and all other expenses payable.
Guarantee period: three years from the date of expiration of the debt performance period under the main contract.
(II) deliberation and voting of the board of directors of the company
According to article 6.1.10 of the Listing Rules of Shenzhen Stock Exchange and the relevant provisions of the articles of association, this guarantee needs to be approved and disclosed by the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
At the second extraordinary meeting of the 8th board of directors held on February 15, 2022, the company reviewed and approved the proposal on providing guarantee for the loan of RMB 40 million of the wholly-owned subsidiary with 8 affirmative votes, 0 negative votes and 0 abstention votes, and agreed that the company should provide guarantee for the wholly-owned subsidiary Huawen people Fengze investment provides joint and several liability guarantee for the working capital loan of 20 million yuan and the fixed asset loan of 20 million yuan applied for and approved by Bank of Hainan respectively (the guarantee period is mainly three years from the expiration of the debt performance period agreed in the contract). Authorize the operation team of the company to be responsible for the signing of relevant contracts for this guarantee, including but not limited to signing contract documents, handling relevant procedures, etc.
3、 Basic information of the guaranteed
(I) Huawen for the people
Company name: Hainan Huawen Minxiang Investment Co., Ltd
Address and office location: 28th floor, window of Global trade, No. 15a, Guoxing Avenue, Meilan District, Haikou City, Hainan Province
Nature of enterprise: limited liability company (sole proprietorship of legal person invested or controlled by non natural person) legal representative: Chu Yifeng
Registered capital: RMB 120 million
Date of establishment: December 24, 2002
Business term: December 24, 2002 to December 24, 2052
Unified social credit Code: 91460000742587584r
Business scope: licensed items: food sales; Tourism business; Residential interior decoration; Construction of construction projects (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments): Sales of rubber products; Metal ore sales; Sales of coal and products; Sales of knitwear, textiles and raw materials; Tourism development project planning consultation; Industrial engineering design services; Industrial design services; Technology, information, facility construction and operation and other services related to agricultural production and operation; Purchase and use of agricultural means of production; Agricultural specialty and auxiliary activities; Agricultural and horticultural services; Development and management of rural folk crafts and products, leisure agriculture and rural tourism resources; Production, sales, processing, transportation, storage and other related services of Shenzhen Agricultural Products Group Co.Ltd(000061) ; Residential water and electricity installation and maintenance services; Sales of building decoration materials; Processing of wood and wood components for construction; Sales of mechanical equipment; Conference and exhibition services; Engaging in investment activities with its own funds; Intelligent agricultural management; Crop cultivation services; Agricultural production trusteeship services; Agricultural machinery sales; Sales of building materials; Consulting services (excluding licensed information); Sales of metal materials; Sales of metal chains and other metal products; Sales of mechanical and electrical equipment (in addition to the licensed business, it can independently operate projects not prohibited or restricted by laws and regulations)
Shareholders and their contributions: the company holds 100% equity of Huawen people.
Main business: Huawen Minxiang is mainly engaged in equity investment, commodity trade, etc.
Main financial data:
As of December 31, 2020, the audited consolidated financial indicators of Huawen Minxiang are as follows: total assets of 1224.7944 million yuan, total liabilities of 52.6705 million yuan (including total bank loans of 10000 yuan, total current liabilities of 52.0996 million yuan, asset liability ratio of 4.30%), owner’s equity attributable to the parent company of 1173.3572 million yuan, and operating income of 38.0823 million yuan, The total profit is -66.1497 million yuan, and the net profit attributable to the owner of the parent company is -61.8004 million yuan.
As of December 31, 2021, the unaudited consolidated financial indicators of Huawen Minxiang are as follows: total assets of 1343269300 yuan, total liabilities of 128097400 yuan (including total bank loans of 10000 yuan, total current liabilities of 127189800 yuan, asset liability ratio of 9.54%), owner’s equity of 1216072200 yuan belonging to the parent company, and operating income of 35.3957 million yuan, The total profit is 44.3129 million yuan, and the net profit attributable to the owner of the parent company is 42.7149 million yuan.
Up to now, there has been no contingency for Huawen Minxiang, and there are no external guarantees, major litigation and arbitration.
Huawen Minxiang is not a dishonest person to be executed.
(II) Fengze investment
Company name: Hainan Fengze Investment Development Co., Ltd
Address and office location: 28th floor, window of Global trade, No. 15a, Guoxing Avenue, Meilan District, Haikou City, Hainan Province
Nature of enterprise: other limited liability companies
Legal representative: Jin ri
Registered capital: RMB 100 million
Date of establishment: March 19, 2010
Business term: March 19, 2010 to long term
Unified social credit Code: 91469027552750467m
Business scope: real estate investment, tourism project investment and development, industrial and agricultural project investment and development, high-tech industry investment and development, hydropower installation, decoration engineering, earthwork engineering, building materials, decoration materials, metal materials, construction machinery and equipment, sales and agency of electromechanical products, foreign trade, import and export, project management and real estate intermediary.
Shareholders and their contributions: the company and its wholly-owned subsidiary Hainan new Coast Real Estate Co., Ltd. jointly hold 100% equity of Fengze investment.
Main business: Fengze investment is mainly engaged in the construction of pastoral complex, including the development and operation of agricultural projects, research projects, etc.
Main financial data:
As of December 31, 2020, the audited financial indicators of Fengze investment are as follows: the total assets are 401297500 yuan, The total liabilities are 323729600 yuan (including total bank loans of 10000 yuan, total current liabilities of 323729600 yuan, asset liability ratio of 80.67%, mainly the internal current accounts between Fengze investment and the company and other subsidiaries of the company, and most of the funds have been returned), the owner’s equity is 77.5679 million yuan, the operating income is 10000 yuan, and the total profit is – 842700 yuan, The net profit was -842700 yuan.
As of December 31, 2021, the unaudited financial indicators of Fengze investment are as follows: total assets of RMB 117.3571 million, total liabilities of RMB 45.6929 million (including total bank loans of RMB 0 million, total current liabilities of RMB 45.6929 million, asset liability ratio of 38.93%), owner’s equity of RMB 71.6642 million, operating income of RMB 61000 and total profit of RMB -5.9037 million, The net profit was -5.9037 million yuan.
Up to now, Fengze investment has no contingencies, and there are no external guarantees, major litigation and arbitration.
Fengze investment is not a dishonest person.
4、 Main contract contents
(I) the main contents of the guarantee contract signed between the company and Bank of Hainan in Haikou on February 16, 2022 are as follows (“Bank of Hainan” hereinafter referred to as “creditor”, “Huawen Minxiang” hereinafter referred to as “debtor”, and the company hereinafter referred to as “guarantor”):
1. Types of secured creditor’s rights and amount of principal creditor’s rights
The creditor’s rights guaranteed by the guarantor under this contract are all creditor’s rights enjoyed by the creditor against the debtor of the main contract according to the main contract.
The principal amount of the principal creditor’s rights guaranteed by the guarantor under the contract, that is, the principal amount of the creditor’s rights under the main contract, is: (currency) RMB (amount in words) 20 million yuan.
2. Scope of guarantee
The scope of this guarantee includes the main creditor’s right, interest, default interest, compound interest, liquidated damages, damages Expenses for realizing creditor’s rights (including but not limited to legal fees, arbitration fees, notarization fees, taxes, property preservation fees, lawyer fees, travel expenses, case investigation fees, execution fees, evaluation fees, auction fees, service fees, announcement fees, appraisal fees, inspection fees, surveying and mapping fees, translation fees, late fees, custody fees, deposit fees, other application fees, etc.) and all other expenses payable.
3. Guarantee method
The guarantee mode of this contract is joint and several liability guarantee. If the debtor fails to perform or fully performs its debts at the expiration of the performance period of the debts under the main contract, the creditor has the right to directly require the guarantor to bear the guarantee liability.
4. Warranty period
The three-year guarantee period under the contract expires.
The time limit for the debtor of the main contract to perform its obligations shall be subject to the provisions of the main contract. However, in accordance with laws, regulations and rules, or in accordance with the provisions of the main contract or the agreement of both parties to the main contract, or if both parties to the main contract agree to extend the performance period of the debt and obtain the consent of the guarantor, the early maturity date or extended maturity date of the main contract debt shall be the expiration date of the performance period of the debt. If the main contract stipulates that the debtor shall pay off the debt in installments, the guarantee period for each debt shall be three years from the date of expiration of the last debt performance period.
5. Liability for breach of contract
After the contract takes effect, both the guarantor and the creditor shall perform the obligations agreed in the contract. If either party fails to perform or fails to fully perform the obligations agreed in the contract, it shall bear the corresponding liability for breach of contract and compensate the losses caused to the other party.
If the statement and guarantee made by the guarantor in the relevant provisions of this contract are untrue, inaccurate, incomplete or deliberately misunderstood, resulting in losses to the creditor, it shall be compensated.
If the contract is invalid due to the fault of the guarantor, the guarantor shall compensate the creditor for all losses within the scope of the guarantee.
All direct and indirect losses caused by the guarantor’s breach of contract (including but not limited to the losses caused by the creditor’s failure to recover all the principal and relevant interest and expenses under the main contract) shall be fully compensated by the guarantor.
6. Effectiveness of the contract
This contract shall come into force after being signed (or sealed) and stamped with official seal (or special seal for contract) by the legal representatives (principals) or their authorized agents of both parties.
(II) as of the date of this announcement, the relevant guarantee contracts related to the guarantee provided by the company for the 20 million yuan fixed asset loan applied for and approved by Fengze investment from Bank of Hainan have not been signed. The specific circumstances shall be subject to the final signed contract. The company will timely perform the obligation of information disclosure after signing the contract in accordance with the provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association.
5、 Opinions of the board of directors
The purpose of the borrowed funds of Huawen Minxiang and Fengze investment is to carry out the project and daily operation turnover. The funds for repaying the principal and interest come from operating income and other legitimate income, which will be repaid in the way agreed in the contract. The company believes that Huawen Minxiang and Fengze investment have the ability to repay debts.
6、 Accumulated external guarantees and overdue guarantees
After the company provided guarantee this time, the total amount of guarantee of the company and its holding subsidiaries is 1255 million yuan; At present, the total balance of external guarantee of the company and its holding subsidiaries is 813.69 million yuan, which is the guarantee of the company to its holding subsidiaries, accounting for 28.69% of the audited net assets belonging to the parent company of 2835.8828 million yuan in 2020; The total balance of guarantees provided by the company and its holding subsidiaries to units outside the consolidated statements is RMB 10000, accounting for 0.00% of the audited net assets attributable to the parent company of RMB 2835.8828 million in 2020. Except that cheYin Intelligent Technology Co., Ltd. (hereinafter referred to as “cheYin intelligent”), which is guaranteed by the company, borrowed 12 million yuan from Liang Haiyan and the interest payable has not been repaid, As well as the balance of funds borrowed by cheYin intelligent from Yang Erzhu, which is guaranteed by the company and other shareholders of cheYin intelligent, is 35 million yuan (the guarantee balance provided by the company is 21 million yuan) and the interest payable has not been repaid, the company and its holding subsidiaries do not have other overdue guarantees or litigation guarantees.
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