Securities code: 000797 securities abbreviation: China Wuyi Co.Ltd(000797) Announcement No.: 2022-027 bond Code: 112301 bond abbreviation: 15 Zhongwu bond
Bond Code: 149777 bond abbreviation: 22 Zhongwu 01
Announcement on providing guarantee for credit extension of subsidiary Zhongwu e-commerce bank
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
China Wuyi Co.Ltd(000797) (hereinafter referred to as “the company” or “the guarantor”) signed the guarantee contract with Bank Of Communications Co.Ltd(601328) Fujian Branch (hereinafter referred to as “Bank of communications Fujian branch” or “the creditor”) on February 16, 2022, Provide joint and several liability guarantee with a maximum principal balance of 150 million yuan for the wholly-owned subsidiary Zhongwu (Fujian) cross border e-commerce Co., Ltd. (hereinafter referred to as “Zhongwu e-commerce” or “debtor”) to apply for a credit line to Fujian Branch of Bank of communications.
On April 26, 2021, the third meeting of the seventh board of directors of the company deliberated and approved the proposal on the internal guarantee amount of the company in 2021, in which the guarantee amount for the guaranteed party with asset liability ratio of less than 70% is RMB 1.9 billion, and the asset liability ratio of China Wuhan e-commerce is less than 70%. The guarantee has been approved by the 2020 annual general meeting of shareholders of the company, For details, please refer to the announcement on internal guarantee limit in 2021 (Announcement No.: 2021-058) disclosed by the company on cnchao.com on April 27, 2021. Previously, the company provided a guarantee amount of 1.216 billion yuan for the guaranteed party with an asset liability ratio of less than 70% (including 864 yuan for Zhongwu e-commerce, with an actual guarantee balance of 328 million yuan)
2、 Basic information of the guaranteed
Guaranteed object: Zhongwu (Fujian) cross border e-commerce Co., Ltd
The company was registered on December 13, 2017 and its domicile is 13C floor, Wuyi center, No. 33, East Street, Gulou District, Fuzhou City, Fujian Province. The registered capital is 60 million yuan and the legal representative is Liu Mingchun. Business scope: Internet retail; Wholesale, purchasing and selling of building materials, interior decoration materials, mechanical equipment, electronic products, computers, software and auxiliary equipment, communication equipment, household appliances, daily necessities and furniture; Software development; Information technology consulting services; Freight forwarding agent; Loading, unloading and handling; Warehousing services (excluding dangerous goods); Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that the state restricts the company to operate or prohibits the import and export; Supply chain management services; NVOCC business; Sales of medical devices; Wholesale of grains, beans and potatoes; Wholesale of coal and products (excluding hazardous chemicals); Wholesale of forestry products. The company holds 100% equity of the company.
Unit: Yuan
September 30, 2021 December 31, 2020
Total assets 844940744.38 8162213.23
Total liabilities 589087341.55 562967286.80
Total bank loans 146566813.46 195991002.97
Total current liabilities 588510207.73 562775286.80
Total amount of contingencies
Net assets 255853402.83 253294926.43
January September 2021 2020
Operating income 699884900.06 754919048.74
Total profit 2743748.94 1310342.57
Net profit 2462981.40 917612.28
Note: the above data for the third quarter of 2021 are unaudited.
Up to now, the guaranteed has no guarantee and major litigation and arbitration matters, and is not a dishonest executee.
3、 Main contents of guarantee contract
On February 16, 2022, Zhongwu e-commerce signed the comprehensive credit contract with Fujian Branch of Bank of communications and applied for a comprehensive credit line of RMB 166.6 million. On the same day, the company signed the guarantee contract with Fujian Branch of Bank of communications to provide guarantee with a maximum principal balance of 150 million yuan for all credit business contracts (hereinafter referred to as the “main contract”) signed between the wholly-owned subsidiary Zhongwu e-commerce and Fujian Branch of Bank of communications between February 11, 2022 and July 27, 2022, in the form of joint and several liability guarantee.
The guarantee scope covers the principal and interest, compound interest, default interest, liquidated damages, damages and expenses for realizing the creditor’s rights under all the main contracts.
The guarantee period shall be calculated separately according to the debt performance period of each main debt agreed in the main contract. The guarantee period under each main debt is from the date of expiration of the performance period of the debt (or the date of advance payment by the creditor) to two years after the date of expiration of the performance period of the last due main debt under all the main contracts (or the date of advance payment by the creditor). If the creditor and the debtor agree that the debtor can perform the repayment obligation by stages, the guarantee period of the main debt shall be calculated separately according to the repayment obligation of each period, from the date of expiration of the performance period of each period of debt (or the date of advance payment by the creditor) to two years after the expiration of the performance period of the final due main debt under all the main contracts (or the date of advance payment by the creditor). If the creditor announces the early maturity of any main debt, the expiration date of the performance period of the main debt shall be subject to the announced early maturity date.
This contract shall be governed by the laws of the people’s Republic of China (excluding the laws of Hong Kong, Macao and Taiwan). Disputes under this contract shall be brought to the court with jurisdiction in the place where the creditor is located. During the dispute period, each party shall continue to perform the terms not involved in the dispute.
This contract shall come into force from the date when all the following conditions are met: (1) the legal representative (person in charge) or authorized representative of the guarantor signs (or seals) and affix the official seal; (2) The principal or authorized representative of the creditor shall sign (or seal) and affix the company seal.
4、 Opinions of the board of directors
We believe that the above financing and guarantee are to meet the production and operation needs of Zhongwu e-commerce and meet the business plan and actual situation. The company has good credit, the asset liability ratio does not exceed 70% and belongs to a wholly-owned subsidiary of the company. The risk is controllable. The above guarantee matters do not violate relevant laws and regulations and will not affect the company’s financial status Operating results and independence have a significant impact.
5、 Accumulated external guarantees and overdue guarantees
Previously, the balance of mutual guarantee between the company as a subsidiary, the subsidiary as a company and the subsidiaries was 2.627 billion yuan, accounting for 49.08% of the company’s net assets attributable to the parent at the end of 2020 of 5.352 billion yuan. In addition, there is no case that the company and its holding subsidiaries provide guarantee or pledge equity for other external companies. The above guarantee is not overdue or involved in litigation.
6、 Directory of documents for future reference
The guarantee contract signed between the company and Fujian branch on February 16, 2021;
2. Comprehensive credit contract signed between China Wuhan e-commerce and Fujian Branch of Bank of communications on February 16, 2022;
3. Resolutions of the third meeting of the seventh board of directors;
4. Resolutions of the general meeting of shareholders in 2020.
It is hereby announced
China Wuyi Co.Ltd(000797) board of directors
February 18, 2022
