Securities code: 002154 securities abbreviation: Baoxiniao Holding Co.Ltd(002154) Announcement No.: 2022-012
Baoxiniao Holding Co.Ltd(002154)
Announcement on holding subsidiaries providing guarantees for their subsidiaries
The company and all members of the board of directors guarantee that the information disclosed is true, accurate, complete and free from falsehood
Records, misleading statements or material omissions.
Baoxiniao Holding Co.Ltd(002154) (hereinafter referred to as “the company”) held the third meeting on February 23, 2022
The 19th meeting of the 7th board of directors deliberated and adopted the “on holding subsidiaries providing guarantees for their subsidiaries”
The relevant information is hereby announced as follows:
1、 Overview of guarantee
In order to meet the requirements of Shanghai Yilite Clothing Co., Ltd., a subsidiary of the company (hereinafter referred to as “Shanghai Yilite”)
Daily operating capital needs, expand the scale of school uniform business, improve the business order receiving ability, and ensure its continuous and steady development
Shanghai BAONIAO Clothing Co., Ltd. (hereinafter referred to as “Shanghai BAONIAO”), the holding subsidiary of the company, intends to
The subsidiary Shanghai Yili special provides working capital loans, bank acceptance bills, letter of guarantee, etc. not exceeding RMB
10 million yuan of joint and several liability guarantee. The guarantee period is each working capital loan, bank acceptance bill and guarantee
No more than 2 years from the date of the letter. The specific guarantee handling matters shall be implemented by the company’s management, and the validity period is 1 year.
The guarantee provided to Shanghai Yili special falls within the scope of the approval authority of the board of directors of the company and does not need to be submitted to the shareholders
Consideration by the general assembly.
2、 Estimated amount of guarantee in 2022
Unit: 10000 yuan
The guarantor holds the proportion of the newly added guarantee amount of the guaranteed party in the proportion of the shares of the guaranteed party of the guarantor to the proportion of the net assets of the municipal company in the balance period of the latest related liability ratio
Shanghai BAONIAO Shanghai Yilite 51.00% 44.80% 0 1000 0.31% no
3、 Basic information of the guaranteed
(I) Shanghai Yilite
1. Name of the guaranteed: Shanghai Yilite Clothing Co., Ltd
2. Date of establishment: November 29, 2016
3. Registered address: room 416, building 6, Lane 168, Linhong Road, Changning District, Shanghai
4. Legal representative: Ma Tianshan
5. Registered capital: RMB 100 million
6. Main business: wholesale, retail, import and export of clothing, knitwear and textiles, shoes and hats, leather products and daily groceries, and commission agency (except auction); Fashion design, business consulting; Operate with branches at the lower limit: produce clothing, clothing and leather products (if it does not involve state-owned trade management commodities, and if it involves quota license management commodities, it shall apply according to the relevant provisions of the state).
7. Relationship with listed companies: Shanghai BAONIAO is a holding subsidiary of the company, and the company holds 75% equity of Shanghai BAONIAO; Shanghai Yilite is a holding subsidiary of Shanghai BAONIAO. Shanghai BAONIAO holds 51% equity of Shanghai Yilite, hyungji elite Co., Ltd holds 40% equity, and Ningbo Yilite enterprise management partnership (limited partnership) holds 9% equity.
8. Main financial indicators:
Unit: Yuan
As of December 31, 2020 and September 31, 2021
Total assets 101158142.92 121059098.85
Total liabilities 55085138.47 54239562.16
Including: total bank loans 0
Total current liabilities 55085138.47 54239562.16
Total amount involved in contingencies 0
Including: guarantee 0
Mortgage 0 0
Litigation and arbitration matters 0
Net assets 46073004.45 66819536.69
2020 January September 2021
Operating income 93718785.00 48415662.39
Total profit 2991633.93 746532.24
Net profit 2991633.93 746532.24
Note: the data of 2020 has been audited, while the data of 2021 has not been audited.
9. Latest credit rating: no external rating.
10. Up to now, Shanghai Yilite is not the person who has broken his promise.
4、 Main contents of the guarantee agreement
1. Guarantee method: joint and several liability guarantee
2. Guarantee amount: 10 million yuan, and the actual guarantee amount shall be subject to the final agreement signed with the credit institution. 3. Guarantee content: comprehensive credit granted by banks or other financial institutions, including but not limited to project loans, long-term loans, short-term working capital loans, bank acceptance bills, letter of guarantee, letter of credit, trade financing, accounts receivable collection factoring, performance guarantee, bill discount, foreign exchange hedging products, etc. 5、 Opinions of the board of directors
The board of directors of the company believes that the holding subsidiary of the company, Shanghai BAONIAO, provides guarantee for its subsidiary, Shanghai Yilite, and improves the ability of Shanghai Yilite to finance or obtain credit, which is conducive to strengthening fund management, improving the order receiving ability of school uniform business and promoting its sound development. Other shareholders of Shanghai Yilite Ningbo Yilite is a partner platform jointly established by the main management personnel of Yilite’s school uniform group purchase business, and hyungji elite Co., Ltd. is an overseas enterprise in South Korea. Considering the decision-making process and other factors, no counter guarantee is provided. Shanghai Yilite is the sun company of the company, with normal operation, stable solvency and good credit status. Providing guarantee for it will not bring risks to the production and operation of the company. The board of directors agreed to the guarantee of Shanghai BAONIAO to Shanghai Yilite.
6、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the total amount guaranteed by the listed company and its wholly-owned subsidiaries and holding subsidiaries for its subsidiaries was 460 million yuan, and the actual guarantee balance was 15.3933 million yuan, accounting for 0.48% of the latest audited net assets of the listed company; The company and its wholly-owned subsidiaries and holding subsidiaries do not have guarantees corresponding to overdue debts, guarantees involved in litigation and guarantees that should be borne due to the judgment of losing the lawsuit.
7、 Documents for future reference
1. Resolutions of the 19th meeting of the 7th board of directors of the company.
It is hereby announced.
Baoxiniao Holding Co.Ltd(002154)
Board of directors
February 24, 2022
