Securities code: 002605 securities abbreviation: Shanghai Yaoji Technology Co.Ltd(002605) Announcement No.: 2021-127 Shanghai Yaoji Technology Co.Ltd(002605)
About the wholly-owned subsidiary Shanghai Luming Network Technology Co., Ltd
Announcement on providing guarantee for its wholly-owned subsidiary
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.
Shanghai Luming Network Technology Co., Ltd. (hereinafter referred to as “Luming technology”), a wholly-owned subsidiary of Shanghai Yaoji Technology Co.Ltd(002605) (hereinafter referred to as “the company” or ” Shanghai Yaoji Technology Co.Ltd(002605) “), recently held a board meeting to consider and adopt the proposal on providing guarantee for wholly-owned subsidiaries. Recently, through the shareholders’ decision, Luming technology plans to be its wholly-owned subsidiary, Shanghai Huizhi Information Technology Co., Ltd (hereinafter referred to as “Huizhi technology”) provides guarantee. The relevant contents are hereby announced as follows:
1、 Overview
Kwai Kwai technology and Beijing express Advertising Co., Ltd. (hereinafter referred to as “Kwai Fu advertising”) has signed the “fast 2022 agent advertising release cooperation agreement”. Meta technology is a fast track advertising provider providing advertising and promotion services to its Kwai tech customers. Lu Ming technology is a better support for the development of the Kwai know technology. It is intended to provide unconditional, independent and irrevocable joint guarantee for the guarantee of the cooperation between the know technology and fast hand advertising. Kwai Ming technology provides the guarantee of the highest speed not exceeding RMB 150 million yuan for the quick cooperation operation of the technology of knowing the technology.
By the end of September 2021, the asset liability ratio of the unaudited financial statements of Huizhi technology had exceeded 70%. Luming technology recently convened the board of directors, considered and approved the proposal on providing guarantee for wholly-owned subsidiaries, and approved the proposal through shareholders’ decision on December 10, 2021. According to the guidelines for standardized operation of listed companies of Shenzhen Stock Exchange, this guarantee does not involve related party transactions. This guarantee is within the deliberation authority of the board of directors and the shareholders’ meeting of Luming technology, and does not need to be submitted to the board of directors of Shanghai Yaoji Technology Co.Ltd(002605) for deliberation.
The guarantee agreement has not been signed yet. Luming technology will sign the guarantee agreement after performing the review procedures.
2、 Basic information of the guaranteed
1. Huizhi Technology
1) Name of the guaranteed party: Shanghai Huizhi Information Technology Co., Ltd
2) Date of establishment: December 27, 2019
3) Registered address: room j9352, building 2, No. 4268, Zhennan Road, Jiading District, Shanghai
4) Legal representative: Jin Song
5) Registered capital: RMB 10 million
6) Business scope: general items: technical services, technical development, technical consultation, technical exchange, technology transfer, technology promotion, software development, Information consulting services (excluding licensing information consulting services), market research, marketing planning, corporate image planning, Internet sales (except for the sale of goods requiring licensing), information system integration services, advertising design, agency, advertising production and advertising release (non radio, television and newspaper publishing units). (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)
7) The relationship with the listed company: a wholly-owned subsidiary of the listed company, Shanghai Luming Network Technology Co., Ltd. Shanghai Yaoji Technology Co.Ltd(002605) indirectly holds 100% equity of Huizhi technology.
8) The financial data of the guarantor in the latest year and period are as follows:
Target December 31, 2020 (audited on September 30, 2021) (Unaudited)
Total assets (yuan): 5627792.6912804537.57
Total liabilities (yuan): 3440412.179990806.68
Total amount involved in contingencies (yuan)–
Net assets (yuan): 2187380.522813730.89
Target year 2020 January September 2021 (audited) (Unaudited)
Operating income (yuan): 128749380.06211206519.53
Total profit (yuan): 1217595.57532684.02
Net profit (yuan): 1137562.83504787.58
As of September 30, 2021, the asset liability ratio of Huizhi technology was 78.03%. Luming technology recently held a board of directors to consider and approve the proposal on providing guarantee for wholly-owned subsidiaries, which was recently approved by the shareholders’ meeting.
9) Credit status: Huizhi technology is a wholly-owned subsidiary of Shanghai Yaoji Technology Co.Ltd(002605) . It is not a dishonest executee and has a good credit status.
3、 Main contents of the guarantee agreement
(i) Huizhi technology guarantee contract
1. Occurrence time of guarantee matters: the signing time of guarantee contract
2. Name of Guarantor (guarantor): Shanghai Luming Network Technology Co., Ltd. (Party B)
Name of the guaranteed party (debtor): Shanghai Huizhi Information Technology Co., Ltd
Name of creditor: Beijing Kwai Fu Advertising Co., Ltd. (Party A)
3. Scope of guarantee
(1) Within the maximum amount of RMB 150 million, Party B shall pay all the loan payable, overdue fine, interest, overdue interest, liquidated damages, damages and all expenses for Party A’s realization of creditor’s rights (hereinafter referred to as “main debt”) incurred by the debtor to Party A under the guaranteed transaction ）, provide Party A with unconditional, irrevocable and independent joint and several liability guarantee to ensure that the debtor fully performs the guaranteed transaction and pays its debts to Party A on schedule.
(2) Party B shall be jointly and severally liable to Party A for the principal debt under this contract. When the debtor fails to pay the principal debt as agreed in the guaranteed transaction, or the debtor may fail to pay the principal debt on time, including but not limited to deterioration of property status, transfer of property, application or declaration of bankruptcy, major administrative or criminal punishment, or major litigation and arbitration No matter whether Party A has other guarantee rights (including but not limited to guarantee, mortgage, pledge, lien or any other form of guarantee) for the main debt, Party A has the right to directly require Party B to pay off the main debt without first recovering from the debtor. Party B agrees to pay off the above amount within fifteen (15) days after receiving the written notice of claim from Party A.
(3) Party B will provide guarantee with all the company’s property, including but not limited to any movable property, real property, equity, option and creditor’s right. If required by Party A, Party B promises to provide unit deposit account, property list, ownership certificate or certificate of relevant property and other information that can reflect party B’s operation and credit under the condition of meeting the information disclosure requirements of Shenzhen Stock Exchange Financial reports, financial statements or other materials required by Party A. If required by Party A, Party B promises to unconditionally provide other forms of guarantee (including but not limited to mortgage and pledge), unconditionally cooperate in signing relevant documents and handling procedures, and promise to complete the mortgage or pledge registration procedures of relevant property within thirty (30) days from the date required by Party A or other time required by Party A.
4. Guarantee mode: joint and several liability guarantee.
5. Guarantee period: until [two years] from the date of expiration of the main debt performance period.
Luming technology holds 100% equity of Huizhi technology, has control over Huizhi technology and daily operation, management and supervision ability, and can better control risks. Lu Ming technology provides guarantee for the fast business of the Kwai Ming technology, guarantees the actual amount of money in accordance with the actual business, guarantees risk control, and does not damage the interests of Lu Ming technology and listed companies.
4、 Opinions of the board of directors of Luming Technology
The board of directors of Luming technology believes that the company’s guarantee for the wholly-owned subsidiary is to support the sustainable development of the subsidiary, solve the capital needs for its daily operation, and help meet its business development needs. The above subsidiaries are in good credit condition, and the company has effective control over the business management and financial management of the subsidiaries. Therefore, the financial risk guaranteed for the wholly-owned subsidiaries is within the controllable range of the company and will not damage the interests of the company and shareholders.
5、 Cumulative number of external guarantees and overdue guarantees as of the date of information disclosure
The cumulative external guarantee limit of Shanghai Yaoji Technology Co.Ltd(002605) and its subsidiaries is 0 yuan; The total amount of guarantee approved by the company for subsidiaries and between subsidiaries is RMB 748 million (including this guarantee), accounting for 36.32% of the net assets attributable to the parent company in the latest audited consolidated financial statements of the company. As of the date of this announcement, the cumulative guarantee balance of the company to subsidiaries and subsidiaries is RMB 271 million, accounting for 13.15% of the net assets attributable to the parent company in the latest audited consolidated financial statements of the company. Except for the above, it is between subsidiaries and subsidiaries of the company In addition to the guarantees provided, the company and its subsidiaries did not provide guarantees for shareholders, shareholders’ holding subsidiaries, shareholders’ subsidiaries and other related parties, any unincorporated units or individuals, and there were no overdue external guarantees, guarantees involving litigation or losses due to the judgment of losing the guarantee.
6、 Documents for future reference
1. Approval document on guarantee matters of Shanghai Luming Network Technology Co., Ltd., a wholly-owned subsidiary of the company 2. Guarantee contract
It is hereby announced.
Shanghai Yaoji Technology Co.Ltd(002605) board of directors December 14, 2021
