Securities code: Jiangsu Zitian Media Technology Co.Ltd(300280) securities abbreviation: Jiangsu Zitian Media Technology Co.Ltd(300280) Announcement No.: 2022006 Jiangsu Zitian Media Technology Co.Ltd(300280)
Announcement on providing guarantee for subsidiaries to apply for bank loans
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.
Jiangsu Zitian Media Technology Co.Ltd(300280) (hereinafter referred to as “the company”) held the 18th meeting of the 4th board of directors on February 27, 2022, deliberated and approved the proposal on providing guarantee for subsidiary’s application for bank financing, and agreed that the company would provide guarantee for 100% holding subsidiary Guangzhou zitiantiao Technology Co., Ltd. (hereinafter referred to as “zitiantiao”) to apply for bank loan. The details are as follows:
1、 Guarantee overview
Zitiantiao, a 100% holding subsidiary of the company, plans to apply to Bank Of China Limited(601988) Guangzhou Tianhe sub branch for bank financing due to business needs. The listed company provides joint and several liability guarantee: the guarantee amount is 10 million yuan, the occurrence time of the guaranteed main creditor’s right is 3 years, and the purpose of the fund is to supplement the working capital of daily operation. The details are subject to the loan contract signed with the bank. Authorize the chairman to sign the guarantee contract, agreement or other relevant legal documents.
According to the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules and Jiangsu Zitian Media Technology Co.Ltd(300280) articles of Association (hereinafter referred to as the “articles of association”), the guarantee matters need not be submitted to the general meeting of shareholders for deliberation. The guarantee contract is authorized to be signed by the chairman of the company according to specific circumstances.
2、 Information of the guaranteed
1. Purple sky beating
Name: Guangzhou Zitian Beating Technology Co., Ltd
Company type: other limited liability companies
Registered address: room 707, No. 12, Keyun Road, Tianhe District, Guangzhou
Unified social credit Code: 91440101ma5d7d1k1n
Legal representative: Wang Xiang
Registered capital: 10 million yuan
Date of establishment: April 17, 2020
Business scope: information technology consulting services; Computer system services; Network technology services; Information system integration service; Data processing services; Animation game development; Information system operation and maintenance services; Network and information security software development; Software outsourcing services; Software development; Advertising design and agency; Advertising production; Advertising release (non radio, television and newspaper publishing units); Big data services; Artificial intelligence public data platform; Application system integration services in artificial intelligence industry; General application system of artificial intelligence; Basic software development of artificial intelligence; Internet security services; Internet data services.
2. Composition of shareholders:
Name of shareholder subscribed capital contribution (10000 yuan / RMB) contribution proportion (%)
Jiangsu Zitian Media Technology Co.Ltd(300280) 800 80
Guangzhou Molai Technology Co., Ltd. 200 20
Relationship with the company: it is a 100% holding subsidiary of the company.
3. The latest financial situation of the guaranteed:
Unit: 10000 yuan
Project December 31, 2021
Total assets 668104
Total liabilities 454776
Owner’s equity 213328
Note: the above financial data of December 2021 have not been audited.
3、 Main contents of guarantee
1. Guarantee method: joint and several liability guarantee.
2. Guarantee period: 3 years from the date of expiration of the performance period of the main creditor’s right (the specific guarantee contract signed with the bank shall prevail).
3. Guarantee items: principal of the principal creditor’s right, interest based on the principal of the principal creditor’s right, liquidated damages, damages, expenses for realizing the creditor’s right (including but not limited to legal fees, lawyer’s fees, notarization fees, execution expenses, etc.), losses caused to the creditor due to the debtor’s breach of contract and all other payable expenses, etc. (specifically, the guarantee contract signed with the bank shall prevail).
4、 Opinions of the board of directors
After deliberation by the board of directors, the board of Directors believes that the guarantee meets the needs of the company’s operation and development. The guaranteed company is a 100% holding subsidiary of the company, which can effectively control and prevent the guarantee risk.
5、 Opinions of independent directors
After verification, the guarantee is conducive to the smooth development of the business of the subsidiary zitiantiao. Zitiantiao is a 100% holding subsidiary of the company, the guarantee risk is controllable, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. The voting procedure of this matter complies with relevant laws, regulations, normative documents and the articles of association. We agree to the above guarantee.
6、 Accumulated external guarantees and overdue guarantees
As of the date of this announcement, the cumulative existing guarantees of the company and its subsidiaries are as follows:
Unit: 10000 yuan
Disclosure date bank guarantor guaranteed party guaranteed party guarantee type guarantee amount actual guarantee amount
August 2020 Hangzhou United Jiangsu Zitian Media Technology Co.Ltd(300280) zitianzhixun joint liability bank guarantee on August 15, 3000
November 2020 China Minsheng Banking Corp.Ltd(600016) Jiangsu Zitian Media Technology Co.Ltd(300280) zitianzhixun joint liability guarantee of Hangzhou branch on November 11, 3000
May 2021 DBS Bank Jiangsu Zitian Media Technology Co.Ltd(300280) Lian media joint liability guarantee of USD 7.887 million for 100030 days
October 2021 Guangfa Jiangsu Zitian Media Technology Co.Ltd(300280) zitianzhixun joint liability 3000
August 28 Hangzhou branch guarantee
December 2021 Macao International Jiangsu Zitian Media Technology Co.Ltd(300280) Lian media joint and several liability of USD 32 million
Bank guarantee on October 10
January 2022 Bank Of Jiangsu Co.Ltd(600919) Jiangsu Zitian Media Technology Co.Ltd(300280) zitianzhixun joint liability 3000
14 Hangzhou branch guarantee
Total 3709514000
Note: the conversion of USD refers to the exchange rate of the current period.
As of the date of this announcement, the total actual external guarantee of the company and its subsidiaries is 140 million yuan (excluding this external guarantee), accounting for 4.48% of the latest audited total assets of the company (as of December 31, 2020, the total assets are 3124399100 yuan), Accounting for 7.35% of the company’s latest audited net assets (as of December 31, 2020, the net assets attributable to shareholders of the listed company were 1905673400 yuan); There is no overdue external guarantee, no guarantee involving litigation and the loss that should be borne due to the judgment of losing the lawsuit due to the guarantee. 7、 Documents for future reference
1. Resolutions of the 18th meeting of the 4th board of directors;
2. Independent opinions of the company’s independent directors on matters related to the 18th meeting of the Fourth Board of directors.
It is hereby announced.
Jiangsu Zitian Media Technology Co.Ltd(300280)
Board of directors
February 28, 2002
