Securities code: 000555 securities abbreviation: Digital China Information Service Company Ltd(000555) Announcement No.: 2022-012 Digital China Group Co.Ltd(000034) Information Service Co., Ltd
Announcement on providing guarantee for the financing of holding subsidiaries according to the proportion of capital contribution
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.
Special risk tips:
Digital China Group Co.Ltd(000034) Information Service Co., Ltd. (hereinafter referred to as “the company” or ” Digital China Information Service Company Ltd(000555) ” company “) and its holding subsidiaries provided external guarantees with a total amount exceeding 100% of the latest audited net assets, and the amount of guarantees provided to its holding subsidiaries with an asset liability ratio exceeding 70% exceeded 50% of the latest audited net assets of the company. They did not provide guarantees to units outside the consolidated statements, Please pay attention to the relevant risks.
1、 Overview of guarantee
Smart Shenzhou Tianrong (Beijing) Monitoring Technology Co., Ltd. (hereinafter referred to as “smart Tianrong”) is a 65% holding subsidiary of Digital China Group Co.Ltd(000034) system integration services Co., Ltd. (hereinafter referred to as “system integration”), a wholly-owned subsidiary of the company. In order to meet the financial needs of smart Tianrong’s operation and development, system integration plans to hold 65% of the shares, Provide joint and several liability guarantee with a maximum amount of no more than RMB 56.94 million for the project funds to be raised by smart Tianrong and the issuance of bank guarantee totaling RMB 87.6 million. When the actual loan is issued and the guarantee is signed and the bank guarantee is issued, the guarantee amount, guarantee period, guarantee rate and other contents are integrated by the system Smart Tianrong negotiated with relevant financial institutions within the above limit and authorized relevant business leaders to sign relevant contracts. Relevant guarantee matters shall be subject to the formal signing of guarantee documents.
On February 18, 2022, the second extraordinary meeting of the ninth board of directors of the company in 2022 deliberated and adopted the announcement on providing guarantee for the financing of holding subsidiaries according to the proportion of capital contribution by 10 votes in favor, 0 votes against and 0 abstentions. The independent directors expressed independent opinions on the guarantee. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, this proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
2、 Basic information of the guaranteed
1. Basic information of the guaranteed
Registered legal latest company establishment capital representative registered main business related credit name date (10000 person place relationship grade yuan) Status
Beijing technology promotion, technical consultation, technical service, technology development and technology transfer
Smart market extension; Engineering management services; Professional contracting and labor subcontracting; Data processing;
Shenzhouqing district sells computers, software and auxiliary equipment, communication equipment, mechanical equipment
Tianrong Zhongguan cultural goods, sporting goods and furniture; Information system integration service; set up
(North 2019 village planning, production, agency and advertising; corporate image planning; undertaking exhibition holding)
Exhibition activities of Liu Xuqing’s garden on March 3515 of the year of supervision; Conference services; Mechanical equipment leasing; Software development; Zigong didn’t evaluate the ticket service of jingfenggu of 60000 yuan in technology month; Engineering design; Operating telecommunication business; Internet information service division level
There are four routes and eight services in the art; Engineering investigation. (market entities independently choose business projects according to law and open
Business activities of limited company exhibition; Engineering design, operation of telecommunication business and Internet information
The company’s No. 27 service, engineering survey and projects subject to approval according to law shall be approved by relevant departments
After the building door is approved, carry out business activities according to the approved contents; Shall not engage in state
2025 and the business activities of projects prohibited and restricted by the city’s industrial policies.)
2. Relevant property rights and control relationship between the company and the guaranteed
The name of the guaranteed company is finally consolidated and reported to the shareholding ratio of direct shareholders and the shareholding ratio of other minority shareholders
Table shareholding
Intelligent Shenzhou Tianrong (Beijing) monitoring 65% Digital China Group Co.Ltd(000034) System Integration Service Co., Ltd. Cecep Environmental Protection Equipment Co.Ltd(300140) 34%; China Technology Co., Ltd. 65% keyutu Technology Co., Ltd. 1%
3. Main financial data of the guaranteed (unit: 10000 yuan)
Assets bank current liabilities net assets operating profit net profit assets negative contingencies total loan liabilities total income total debt ratio involved total
September 30, 2021 12481 0 9096 9096 3385 0 – 11 – 11 72.88% 0
Day (Unaudited)
2020 (after 12194 0 8798 8798 3396 10242 – 38 – 74 72.15% 0
Audit)
4. The above-mentioned guarantor is not a dishonest executee.
3、 Main contents of the guarantee agreement
1. The total amount of project funds to be raised and bank guarantee to be issued is RMB 87.6 million: the project fund is RMB 77.6 million, of which the bank loan amount is RMB 76.824 million (principal, excluding interest and expenses); The amount of bank guarantee issued is RMB 10 million.
2. Validity period of bank loan line: 84 months
3. System integration guarantee method and guarantee amount: system integration provides the maximum amount of joint and several liability guarantee for the project funds to be raised and the bank guarantee issued by smart Tianrong with a shareholding ratio of 65%. The total amount of guarantee undertaken by system integration shall not exceed 56.94 million yuan.
The specific contents and terms of loan, bank guarantee and guarantee amount, guarantee period, guarantee rate and so on will be jointly negotiated and determined by system integration, smart Tianrong and financial institutions within the above limit.
4. Whether other shareholders provide guarantee and guarantee form: other shareholders of smart Tianrong raise funds and issue bank guarantee for smart Tianrong according to their shareholding ratio, or provide shareholder loans and other credit enhancement and subsidies. 4、 Opinions of the board of directors
The guarantee provided this time is conducive to meeting the business needs of the daily operation and business development of the holding subsidiary, enhancing its comprehensive market competitiveness, and will not have an adverse impact on the company and its equity interests. The company guaranteed this time is a holding subsidiary within the scope of the company’s consolidated statements, with normal operating conditions, no overdue repayment, general short-term solvency, and no counter guarantee provided by the guaranteed company, but the company can fully understand the operation, decision-making, investment, financing and other major matters of the guaranteed, Be able to master and monitor its capital flow and financial changes, and implement internal audit regularly or irregularly to prevent and control risks. The financial risks are within the controllable range. Other participating shareholders provide corresponding guarantees for raising funds and issuing bank guarantees required by smart Tianrong according to their shareholding ratio, or provide shareholder loans and other credit enhancement and assistance. The guarantee liability actually borne by the company does not exceed the proportion of interests held by the company in smart Tianrong. Therefore, the trust guarantee matters are fair and equal, There is no violation of the relevant provisions of the CSRC and the articles of association. The board of directors of the company believes that this guarantee complies with the relevant provisions of the company law, the articles of association and the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, and there is no damage to the interests of the company and shareholders.
5、 Opinions of independent directors
The independent directors of the company, Ms. Luo Ting, Mr. Wang Yongli, Mr. Wang Wei, Mr. Huang Hui and Mr. Benjamin Zhao (Zhai bin), have carefully considered the above matters and issued independent opinions as follows:
This guarantee is mainly to meet the business financing needs of the holding subsidiary, help the holding subsidiary raise funds and a virtuous circle of funds, and meet the reasonable needs of its business development. The object of this guarantee is the holding subsidiary of the company, with general short-term solvency, but its guarantee is mainly used to further expand the business of the company, which is conducive to the realization of the overall strategic objectives of the company, and the financial risk of providing guarantee is within the controllable range, Other participating shareholders provide corresponding guarantee for raising funds and issuing bank guarantee required by smart Tianrong according to their shareholding ratio, or provide shareholder loans and other credit enhancement and assistance. The guarantee liability actually borne by the company does not exceed the proportion of equity held by the company in smart Tianrong, and does not damage the overall interests of the company and all shareholders, There is no violation of the relevant provisions of the CSRC and the articles of association. Necessary deliberation procedures have been performed for this guarantee, and the decision-making procedures are legal and effective, in line with the provisions of relevant laws and regulations. Therefore, we agree to this guarantee and submit it to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
6、 Accumulated external guarantees and overdue guarantees
After this guarantee, the total guarantee amount of the company and its holding subsidiaries is about 13.057 billion yuan, and the total external guarantee balance of the company and its holding subsidiaries is 6.662 billion yuan, accounting for 119.28% of the company’s latest audited net assets. Except for the mutual guarantee provided by the company and the holding subsidiary and the mutual guarantee provided by the holding subsidiary, the company has no other external guarantee, and the above guarantee has no overdue guarantee and no guarantee involving litigation.
7、 Documents for future reference
1. Resolutions of the second extraordinary meeting of the ninth board of directors in 2022;
2. Opinions of the board of directors;
3. Opinions of independent directors.
It is hereby announced.
Board of directors of Digital China Group Co.Ltd(000034) Information Service Co., Ltd. February 19, 2022
