Securities code: Kehua Data Co.Ltd(002335) securities abbreviation: Kehua Data Co.Ltd(002335) Announcement No.: 2022005 Kehua Data Co.Ltd(002335)
About the company's wholly-owned subsidiary applying for project loans from the bank
And related guarantee matters
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Kehua Data Co.Ltd(002335) (hereinafter referred to as "the company") deliberated and approved the proposal on Kehua Data Co.Ltd(002335) about the wholly-owned subsidiary of the company applying for project loans and related guarantees from the bank at the 17th meeting of the eighth board of directors on March 7, 2022. Relevant matters are hereby announced as follows:
1、 Basic information
1. According to the company's development plan and fund use arrangement, in order to ensure the smooth development of the data center project of Qingyuan Ruiteng Computing Technology Co., Ltd. (hereinafter referred to as "Qingyuan Ruiteng"), a wholly-owned subsidiary of the company, Qingyuan Ruiteng plans to apply to Industrial And Commercial Bank Of China Limited(601398) Xiamen Software Park sub branch (hereinafter referred to as "ICBC Xiamen Software Park sub branch") for a project loan of RMB 100 million (loan term of 10 years), and the company will provide joint and several liability guarantee for the project loan.
At present, the above assets of Qingyuan Ruiteng have no mortgage or other third-party rights, nor are they involved in asset disputes, litigation or arbitration, and have not been sealed up or frozen. The company and its holding subsidiaries have no relationship with ICBC Xiamen Software Park sub branch, and the actual controller, controlling shareholder and its holding subsidiaries of the company have no relationship with ICBC Xiamen Software Park sub branch.
2. In accordance with the company law, the articles of association, the Listing Rules of Shenzhen Stock Exchange and other relevant provisions, the independent directors of the company expressed independent opinions on this matter.
3. As of the date of this announcement, the loan contract of relevant projects has not been officially signed. After the above proposal is approved by the company's decision-making procedure, the chairman of the company will be authorized to sign relevant agreements. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the guaranteed
Company name: Qingyuan Ruiteng Computing Technology Co., Ltd
Legal representative: Zheng Jianbin
Registered capital: RMB 25 million
Date of establishment: March 24, 2021
Business scope: Science and technology promotion and application services; Information system integration service; Operation and maintenance services; Information technology consulting services; Information processing and storage support services; Engineering and technical research and test development; Professional technical services; Professional design services; Operate telecommunications services. (for projects subject to approval according to law, business activities can only be carried out after being approved by relevant departments) (for projects subject to approval according to law, business activities can only be carried out after being approved by relevant departments).
Registered address: Room 204, management committee office building, Qingyuan high tech Industrial Development Zone, Guangdong Province.
Main financial data: as of September 30, 2021 (Unaudited), the total assets of the company are 10462625281 yuan, the total liabilities are 1046286116 yuan, the net assets are -235879 yuan, the operating income is 0 yuan, the operating profit is -314564 yuan, the net profit is -235879 yuan, and the asset liability ratio is 100.00%.
Control relationship: the company holds 100% equity of Qingyuan Ruiteng. Qingyuan Ruiteng Computing Technology Co., Ltd., as a wholly-owned subsidiary of the company, is included in the scope of the company's consolidated financial statements.
Qingyuan Ruiteng, the guaranteed party, is not the person to be executed for breach of trust.
3、 Main contents of project loan agreement
The company applied to ICBC Xiamen Software Park sub branch for a project loan of 100 million yuan (with a loan term of 10 years), as follows:
1. Borrower: Qingyuan Ruiteng Computing Technology Co., Ltd
2. Lending bank: Industrial And Commercial Bank Of China Limited(601398) Xiamen Software Park sub branch
3. Loan amount: 100 million yuan (the loan term is 10 years, subject to the signing of the agreement).
4. Guarantee arrangement: the company shall provide joint and several liability guarantee for the loan of the project.
5. After the proposal is approved by the company's decision-making procedures, the company will sign specific project loan contracts and relevant guarantee contracts with banks.
4、 Opinions of the board of directors
Qingyuan Ruiteng, a wholly-owned subsidiary of the company, applied to the bank for project loans and related guarantees in order to ensure the smooth development of the company's data center project. This application for project loans and guarantees will not damage the interests of the company and its shareholders, especially minority shareholders.
5、 Accumulated external guarantees and overdue guarantees
As of March 7, 2022, the company's guarantee balance to its holding subsidiaries was 23010958 million yuan, accounting for 27.63% and 71.14% of the company's latest audited total assets and net assets respectively. The company and the holding company have no overdue external guarantee, no external guarantee involving litigation and no loss due to the judgment of losing the guarantee.
6、 Opinions of independent directors
The independent directors of the company expressed their independent opinions on the above guarantee matters: Qingyuan Ruiteng, a wholly-owned subsidiary of the company, applied to the bank for project loans and related guarantee matters in order to ensure the smooth development of the company's data center project. We believe that the risk of this matter is controllable, in line with the interests of the company, and does not harm the interests of the company and its shareholders, especially small and medium-sized shareholders, The voting procedure is legal and effective.
7、 Documents for future reference
1. Resolutions of the 17th meeting of the 8th board of directors of the company;
2. Resolutions of the 10th meeting of the 8th board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the 17th meeting of the eighth board of directors.
It is hereby announced.
Kehua Data Co.Ltd(002335) board of directors
March 8, 2022
