Securities code: 300195 securities abbreviation: Masterwork Group Co.Ltd(300195) Announcement No.: 2021-136 Masterwork Group Co.Ltd(300195)
Announcement on providing guarantee for Tianjin Beiying renewable resources Recycling Co., Ltd., a holding secondary subsidiary
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without falsehood
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
Tianjin Beiying renewable resources Recycling Co., Ltd. (hereinafter referred to as "Tianjin Beiying"), a secondary subsidiary of the company, plans to apply for a comprehensive credit line of RMB 20 million from Industrial Bank Co.Ltd(601166) Tianjin Branch (hereinafter referred to as " Industrial Bank Co.Ltd(601166) "), which is valid for one year from the date of signing the contract. The company plans to sign the maximum guarantee contract with Industrial Bank Co.Ltd(601166) , provide joint and several liability guarantee for the credit line.
On December 23, 2021, the 22nd Meeting of the 5th board of directors of the company considered and adopted the proposal on providing guarantee for Tianjin Beiying renewable resources Recycling Co., Ltd., a secondary subsidiary of the company. Seven directors should participate in the voting at the meeting. The proposal was adopted with 7 affirmative votes, 0 negative votes and 0 abstention. 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.
Tianjin Beiying'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 warrantee name of the warrantee Tianjin Beiying renewable resources Recycling Co., Ltd
Date of establishment: August 5, 2011
Business term: August 5, 2011 to August 4, 2061
Registered address: Tianjin Ziya circular economy industrial zone
Legal representative Zou Yuanfei
Registered capital: 50 million yuan
Acquisition and sales of waste metals; Wholesale and sale of waste hardware and electrical appliances, waste wires and cables, waste motors and mechanical accessories; Casting processing and manufacturing; Import and export of goods or technologies (except those prohibited by the state or involving administrative examination and approval). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
（2） Financial data of Tianjin Beiying in the latest year
1. Assets and liabilities:
Unit: Yuan
Project as of December 31, 2020 and September 30, 2021 (Unaudited)
Total assets 213400657.36226980202.35
Total liabilities 170339855.93178800207.56
The total amount involved in contingencies is 0.000 00
Net assets 43060801.4348179994.79
2. Profit situation
Unit: Yuan
Project January December 2020 January September 2021 (Unaudited)
Operating income 65432659.4388817133.39
Total profit 4918060.735119193.36
Net profit 5313952.075119193.36
3. Credit situation
According to the inquiry of China execution information disclosure network, as of December 23, 2021, Tianjin Beiying was not a dishonest executee, and its credit status was good.
（3） Relationship between Tianjin Beiying and the listed company: the company's holding secondary subsidiary. The listed company indirectly holds 85% of the shares of Tianjin Beiying through the holding subsidiary Beijing Beiying New Material Technology Co., Ltd. (hereinafter referred to as "Beijing Beiying").
3、 Guarantee agreement and counter guarantee agreement
(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 determined by the company and financial institutions through consultation. 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 has signed a counter guarantee contract with Tianjin Beiying and its parent company, Beijing Beiying, which mainly includes: 1. The main creditor's right of the counter guarantee is the financing fund under the financing contract guaranteed by the company for Tianjin Beiying, with the principal of RMB 20 million;
2. The guarantee method is joint and several liability guarantee and counter guarantee;
3. The collateral is all assets owned by the counter guarantor, including but not limited to real estate, equipment, etc;
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 Beiying is a secondary subsidiary of the company, and the minority shareholders of its parent company, Beijing Beiying, are natural person shareholders, unable to provide effective assets to provide the same proportion guarantee for the above guarantee. In order to control the risk of this guarantee, the company has signed counter guarantee agreement with Tianjin Beiying and counter guarantee agreement with Beijing Beiying In the counter guarantee agreement, Beijing Beiying provides counter guarantee to the listed company with all its assets.
4、 Opinions of the board of directors and independent directors
The board of directors of the company believes that the guarantee object is Tianjin Beiying, a secondary subsidiary holding 85% of the company, 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.
After consulting the financial statements and contracts of Tianjin Beiying in the latest year, it is found that Tianjin Beiying has good credit, normal production and operation and good solvency. Both Tianjin Beiying and Beijing Beiying have signed counter guarantee contracts with the company, and the financial risk of providing guarantee this time 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 agreed to provide Tianjin Beiying with a guarantee of no more than 20 million yuan.
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. Tianjin Beiying is a secondary 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 company's financial status and operating results. 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
