Securities code: 002402 securities abbreviation: Shenzhen H&T Intelligent Control Co.Ltd(002402) Announcement No.: 2022-007 Shenzhen H&T Intelligent Control Co.Ltd(002402)
Announcement on providing guarantee for Shenzhen Ruiji
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 tips:
As the asset liability ratio of the guarantee object Shenzhen Ruiji Electronic Technology Co., Ltd. (hereinafter referred to as “Shenzhen Ruiji”) exceeds 70%. In order to control risks, Mr. Jin Fei, the controlling shareholder of Shenzhen Ruiji and the actual controller of Shanghai Shiyan Information Technology Co., Ltd., will provide counter guarantee to the company with his personal assets. Investors are requested to pay full attention to the guarantee risk.
1、 Overview of guarantee
Shenzhen H&T Intelligent Control Co.Ltd(002402) (hereinafter referred to as “the company”) held the 26th meeting of the 5th board of directors on February 18, 2022, deliberated and adopted the proposal on providing guarantee for Shenzhen Ruiji, as follows:
In order to better promote the rapid development of Shenzhen Ruiji (Shenzhen Ruiji is a wholly-owned subsidiary of Shanghai Shikan Information Technology Co., Ltd., a joint-stock company of the company), improve its capital liquidity, enhance its profitability and ensure the maximization of the company’s interests, Shenzhen Ruiji plans to apply to the bank for a maximum amount of credit of no more than 5 million yuan, and the bank credit period is one year, The company provides guarantee for the above bank credit.
This guarantee does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
According to the provisions of the articles of association, providing guarantee for the guarantee object with asset liability ratio of more than 70% must be deliberated and approved by the general meeting of shareholders. Therefore, the guarantee needs to be submitted to the general meeting of shareholders for deliberation and approval.
2、 Basic information of the guaranteed
1. Basic information
Company name: Shenzhen Ruiji Electronic Technology Co., Ltd
Date of establishment: August 8, 2011
Registered capital: 19.55386 million yuan
Legal representative: Jinfei
Address: 4 / F and 5 / F, plant 2, Baonan Industrial Zone, Nanyue community, Longgang street, Longgang District, Shenzhen
Business scope: general business items: China trade; Import and export of goods and technology. Big data services; Software development; Basic software development of artificial intelligence; Development of artificial intelligence application software; Software outsourcing services; Network and information security software development; Artificial intelligence theory and algorithm software development; Integrated circuit design; Information system integration service; Intelligent control system integration; General application system of artificial intelligence; Internet of things technology services; Information system operation and maintenance services; Information technology consulting services; Sales of household appliances; Sales of home appliance parts; Sales of household audio-visual equipment; Retail of household appliances; Retail of computer software, hardware and auxiliary equipment; Sales of display devices; Sales of wearable smart devices; Sales of smart consumer equipment; Sales of electronic products; Internet of things equipment sales; Sales of mobile terminal equipment; Audio equipment sales; Sales of security equipment; Integrated circuit sales; Software sales; Internet sales (except sales of goods requiring license); Weighing apparatus sales; Sanitary ware sales; Sales of sanitary ceramic products; Lamp sales; Lighting appliance sales; Furniture sales; Furniture spare parts sales; Sales of metal products; Sales of daily necessities; Retail of kitchenware, sanitary ware and daily sundries; Retail of hardware products; Sales of daily glass products; Sales of daily necessities. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Licensed business items: computer software, hardware and peripheral equipment manufacturing; Smart home gateway manufacturing; Internet of things equipment manufacturing; Digital home product manufacturing; Manufacturing of digital video monitoring system; Manufacturing of mobile terminal equipment; Television manufacturing; Audio equipment manufacturing; Manufacturing of film and television recording and playback equipment; Wearable intelligent device manufacturing; Smart home consumer equipment manufacturing; Virtual reality equipment manufacturing; Manufacturing of display devices; Manufacturing of household appliances; Lighting fixture manufacturing; Furniture manufacturing; Household goods manufacturing; Sales of class II medical devices. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
2. Ownership structure
Shanghai Shikan Information Technology Co., Ltd. holds 100% equity of Shenzhen Ruiji. Shanghai Shikan Information Technology Co., Ltd. is a joint-stock company of the company, and its equity structure is:
No. list of shareholders subscribed capital (10000 yuan) shareholding ratio (%)
1 Shanghai parkin Information Technology Service Center 56.8234 35.06%
2 Shenzhen H&T Intelligent Control Co.Ltd(002402) 28.2389 17.42%
3 Yang Qianming 28.2389 17.42%
4 Shanghai Shique Intelligent Information Technology Center (limited partnership) 15.6836 9.68%
5 Shanghai yunqi Wangchuang venture capital center (limited partnership) 13.0108 8.03%
6 Hangzhou Yunjia venture capital partnership (limited partnership) 8.6686 5.35%
7 Shenzhen euribo Technology Co., Ltd. 5.1868 3.20%
8 jingxiangmei (Shanghai) IOT Technology Center 3.7344 2.30%
9 Zhenzhao (Shanghai) intelligent information technology development center 2.4996 1.54%
Total 162.085 100%
The controlling shareholder of Shanghai Shikan Information Technology Co., Ltd. is Shanghai Pajin information technology service center, and the natural person Jinfei holds 100% equity of Shanghai Pajin information technology service center.
3. Key financial data
The financial situation of Shenzhen Ruiji in the last year is as follows:
Unit: Yuan
Project December 31, 2021 (Unaudited)
Total assets 62085994.76
Total liabilities 57216571.23
Net assets 4869423.53
Project 2021 (Unaudited)
Operating income 49706495.50
Total profit -6740826.05
Net profit -67103.86
After verification, Shenzhen Ruiji is not a dishonest person.
3、 Main contents of guarantee
Shenzhen Ruiji plans to apply to the bank for credit with a maximum amount of no more than 5 million yuan and a bank credit term of one year. The company provides guarantee for the above bank credit. In order to control risks, Mr. Jin Fei, the controlling shareholder of Shenzhen Ruiji and the actual controller of Shanghai Shiyan Information Technology Co., Ltd., will provide counter guarantee to the company with his personal assets.
No formal guarantee agreement has been signed for the above guarantee matters, and the specific guarantee amount shall be subject to the actual guarantee amount.
4、 Opinions of the board of directors
The board of directors of the company believes that the object of this guarantee is Shenzhen Ruiji, a wholly-owned subsidiary of the company’s joint-stock company. The company has good development potential and has certain coordination with the company’s business. The company provides guarantee to support its business development and meet the relevant requirements of relevant laws and regulations. Mr. Jinfei provides counter guarantee to the company with his personal assets. The company can effectively control and prevent the guarantee risk without damaging the interests of the company and the majority of investors.
The board of directors of the company agreed to provide guarantee for Shenzhen Ruiji.
5、 Opinions of independent directors
The board of directors deliberated on the issue of providing guarantee for Shenzhen Ruiji, which is conducive to the production and operation development of Shenzhen Ruiji and ensures the maximization of the interests of the company. And fully considered the actual operation and credit status of Shenzhen Ruiji. For this guarantee, Mr. Jin Fei, the controlling shareholder of Shenzhen Ruiji and the actual controller of Shanghai Shikan Information Technology Co., Ltd., will provide counter guarantee to the company with his personal assets, which can effectively control and prevent the guarantee risk. This guarantee complies with the Listing Rules of Shenzhen Stock Exchange, the articles of association, the external guarantee management system and other relevant laws, regulations and rules of the company. Its decision-making procedures are legal and effective, and will not adversely affect the normal operation and business development of the company, and will not damage the interests of the company and minority shareholders. We agree to this guarantee, And agreed to submit the guarantee to the general meeting of shareholders of the company for deliberation.
6、 Accumulated external guarantees and overdue guarantees
As of the date of this announcement, the total amount of external guarantees provided by the company and its subsidiaries is 119.6 million yuan (including this guarantee. Except for the guarantee of 5 million yuan provided by the company to Shenzhen Ruiji, a joint-stock company, the rest are the guarantees provided by the company to its subsidiaries within the scope of the consolidated statements), Accounting for about 3.32% of the net assets attributable to the shareholders of the listed company in the audited consolidated statements on December 31, 2021. The company does not have overdue guarantee, external guarantee involving litigation and losses due to the judgment of losing the guarantee.
7、 Documents for future reference
1. Resolutions of the 26th meeting of the 5th board of directors;
2. Independent opinions of independent directors on matters related to the 26th meeting of the Fifth Board of directors.
It is hereby announced.
Shenzhen H&T Intelligent Control Co.Ltd(002402)
Board of directors
February 22, 2002
