Securities code: 300195 securities abbreviation: Masterwork Group Co.Ltd(300195) Announcement No.: 2021-135 Masterwork Group Co.Ltd(300195)
Announcement on providing guarantee for the holding subsidiary Changrong Huaxin Financial Leasing Co., Ltd. the company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete
False records, misleading statements or material omissions.
Special risk tips:
After the effectiveness of this guarantee, The total external guarantee of Masterwork Group Co.Ltd(300195) (hereinafter referred to as “the company” or ” Masterwork Group Co.Ltd(300195) “) and its holding subsidiaries is RMB 305267800, accounting for the audited net assets of the company in 2020 (net assets attributable to shareholders of the listed company) 112.41%. The above guarantees are the guarantees provided by the company to subsidiaries within the scope of consolidated statements and the guarantees provided by subsidiaries to the company. The company has not signed relevant agreements on this guarantee, and the specific contents shall be subject to the actually signed contracts and agreements. Please pay attention to the relevant risks.
1、 Overview of guarantee
Changrong Huaxin Financial Leasing Co., Ltd. (hereinafter referred to as “Changrong Huaxin”), the holding subsidiary of the company, plans to sign a financial leasing contract (sale and leaseback) with Tianjin Dongjiang Financial Leasing Co., Ltd. (hereinafter referred to as “Dongjiang leasing”), and the lessor is Dongjiang leasing, with a contract amount of 30 million yuan and a contract term of 18 months. The company plans to sign a financial leasing contract with Dongjiang leasing The guarantee contract provides joint and several liability guarantee for the above business.
On December 23, 2021, the 22nd Meeting of the 5th board of directors of the company deliberated and adopted the proposal on providing guarantee for the holding subsidiary evergreen Huaxin Financial Leasing Co., Ltd. 7 directors should participate in the voting at the meeting. The proposal was adopted with 7 affirmative votes, 0 negative votes and 0 waiver votes. Independent directors have expressed independent opinions on this guarantee. The proposal was deliberated and approved at the 20th meeting of the 5th board of supervisors of the company and issued audit opinions.
EVA Huaxin’s asset liability ratio exceeds 70%, In addition, the total amount of external guarantees of the company and its holding subsidiaries (excluding this time) has exceeded 50% of the company’s latest audited net assets, in accordance with the Listing Rules of gem shares of Shenzhen Stock Exchange and the articles of association Etc., this guarantee still needs to be submitted to the general meeting of shareholders of the company for deliberation. The board of directors of the company requests the general meeting of shareholders to authorize the chairman and his authorized personnel to handle the specific matters of this transaction and sign relevant agreements.
2、 Basic information of the guaranteed
(i) Basic information of the guaranteed
Name of the guaranteed: evergreen Huaxin Financial Leasing Co., Ltd
Date of establishment: July 20, 2015
Business term: July 20, 2015 to July 19, 2045
Registered address: 1-1-501-e, North Zone of financial and Trade Center, No. 6865, Asia Road, Tianjin pilot free trade zone (Dongjiang Bonded Port Area)
Accompanying legal representative
Registered capital: USD 30 million
Financial leasing business; charter business; Purchase of leased property from outside China; Disposal and maintenance of the residual value of the leased property; Main business: leasing transaction consultation and guarantee; Concurrently engaged in commercial factoring business related to the main business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
（2） EVA Huaxin’s financial data in the latest year
1. Assets and liabilities:
Unit: Yuan
Project as of December 31, 2020 and September 30, 2021 (Unaudited)
Total assets 990759776.391132577843.80
Total liabilities 758446664.33873799297.80
Total amount involved in contingencies 00
Net assets: 232113112.06258778546.00
2. Profit situation
Unit: Yuan
Project January December 2020 January September 2021 (Unaudited)
Operating income 77157026.6670044932.27
Total profit 18566133.2935287245.25
Net profit 13496718.4126465433.94
3. Credit situation
According to the inquiry of China execution information disclosure network, as of December 23, 2021, EVA Huaxin was not a dishonest executee, and its credit status was good.
（3） Relationship between EVA Huaxin and listed companies: the company’s holding subsidiary, the listed company directly and indirectly holds 76.67% of the shares of EVA Huaxin.
(i) Main contents of the guarantee agreement
The guarantee provided by the company this time is joint and several liability guarantee. The relevant guarantee agreement has not been signed. The main contents of the guarantee agreement will be jointly negotiated and determined by the company and Dongjiang leasing. The final actual total guarantee amount and guarantee period will not exceed the scope of this guarantee review.
（2） Contents of counter guarantee contract
The company signed a counter guarantee contract with EVA Huaxin, which mainly includes:
1. The main creditor’s right of counter guarantee is the financing fund under the financing contract guaranteed by the company, with the principal of RMB (in words) thirty million only (the financing period shall not exceed 18 months, and the specific financing amount and financing period shall be subject to the financing certificate when the lender issues the financing fund after the financier and the lender actually sign the financing contract);
2. The guarantee mode is joint and several liability guarantee;
3、 The collateral is the ownership of the existing equipment (including the company’s financial leasing equipment) under the name of EVA Huaxin (including the usufruct of residual value; limited to the guarantee amount), the rental income and other income from the company’s existing leasing equipment (limited to the guarantee amount). According to the statistics of the financial data of EVA Huaxin as of September 30, 2021, the existing equipment under its name The total amount (including the company’s financial leasing equipment) is RMB 1460301704.74; the total rental income (excluding the principal) of the existing project of EVA Huaxin is RMB 169553123.04;
4. The scope of counter guarantee refers to all debts paid off by the company on behalf of the company, including but not limited to the principal and interest (including compound interest), liquidated damages (or default interest), damages, legal fees, lawyer fees and other related expenses incurred by the creditor in realizing the creditor’s rights;
5. The counter guarantee period shall be two years from the date of signing the contract to the date when the guarantor pays off all debts under the financing contract.
6. Before the company’s guarantee liability under the guarantee contract is discharged, the counter guarantor shall not provide guarantee to others again, transfer, re guarantee or otherwise dispose of the counter collateral under the contract without the written consent of the company.
（3） Guarantee of minority shareholders in the same proportion
Tianjin Shengchuang Investment Co., Ltd. (hereinafter referred to as “Shengchuang investment”), a minority shareholder of EVA Huaxin, will not provide the same proportion of guarantee.
Shengchuang investment is a wholly state-owned enterprise 100% owned by the state owned assets supervision and Administration Commission of Beichen District People’s Government of Tianjin. According to Article 8 of the notice of the municipal SASAC on revising and printing and distributing the measures for the administration of guarantee matters of Tianjin municipal enterprises (jgzb [2017] No. 30), “except under special circumstances, the municipal enterprises and their affiliated enterprises shall not provide guarantee: (IV) the guaranteed is a private enterprise, natural person or unincorporated unit.” As a wholly state-owned enterprise under Beichen District Government of Tianjin, Shengchuang investment shall implement the above provisions. Accordingly, Shengchuang investment cannot provide guarantee for EVA Huaxin.
EVA Huaxin is a holding subsidiary of the company. Shengchuang investment only holds 23.33% equity of EVA Huaxin, with a relatively low shareholding ratio, and does not participate in the daily operation and management of EVA Huaxin; The company has control over the major decision-making and daily operation of EVA Huaxin, and can effectively supervise and manage its operation; Meanwhile, EVA Huaxin signed the counter guarantee contract with the company, and the risk of this guarantee is within the controllable range.
4、 Opinions of the board of directors and independent directors
The board of directors of the company believes that the guarantee object is eva Huaxin, the holding subsidiary of the company with 76.67% shareholding, which is a subsidiary within the scope of the company’s consolidated statements. The guarantee provided by the company is to meet the capital needs of its operation, management and business development. This guarantee complies with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, and the notice on regulating the external guarantee behavior of listed companies.
EVA Huaxin has good credit and normal operation. After checking the financial statements and projects of EVA Huaxin in the latest year, all projects operate normally and have good solvency. EVA Huaxin signed the counter guarantee contract with the company, and the financial risk of providing guarantee is within the controllable range of the company. There is no damage to the interests of the company and shareholders, which does not have a significant impact on the company’s financial status and operating results. The board of directors agrees that the company shall provide joint and several liability guarantee of no more than 30 million yuan for the sale and leaseback business of EVA Huaxin.
The independent directors of the company express their independent opinions as follows: the decision-making procedure of this guarantee is legal and effective, in line with the provisions of relevant laws and regulations on external guarantee, and there is no damage to the interests of the company and shareholders. Evergreen Huaxin is a holding subsidiary of the company, with good credit status and good solvency. At the same time, it has signed the counter guarantee contract to provide counter guarantee for the company. This guarantee does not have a significant impact on the financial status and operating results of the company. We agree to the above guarantee.
5、 Accumulated amount of external guarantee and amount of overdue guarantee
After the current guarantee came into effect, the total amount of external guarantee of the company and its holding subsidiaries was 305267800 yuan, accounting for 112.41% of the company’s latest audited net assets. The above guarantees are the guarantees provided by the company to subsidiaries within the scope of consolidated statements and the guarantees provided by subsidiaries to the company. As of December 23, 2021, the actual amount of guarantee provided by the company and its holding subsidiaries to subsidiaries was 1590821700 yuan, accounting for 58.58% of the company’s latest audited net assets.
Up to now, the company and its subsidiaries have no overdue external guarantee, no external guarantee involving litigation and losses due to the judgment of losing the guarantee.
6、 Documents for future reference
1. Resolution of Masterwork Group Co.Ltd(300195) the 22nd Meeting of the 5th board of directors
2. Independent opinions of Masterwork Group Co.Ltd(300195) independent directors on the resolutions of the 22nd Meeting of the 5th board of directors
3. Resolution of Masterwork Group Co.Ltd(300195) the 20th meeting of the 5th board of supervisors
4. Counter guarantee agreement
Masterwork Group Co.Ltd(300195) board of directors December 24, 2021
