Securities code: Zhejiang Century Huatong Group Co.Ltd(002602) securities abbreviation: Zhejiang Century Huatong Group Co.Ltd(002602) Announcement No.: 2022017 Zhejiang Century Huatong Group Co.Ltd(002602)
Announcement on the plan to provide the same proportion of guarantee for joint-stock companies
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.
1、 Overview of guarantee
Zhejiang Century Huatong Group Co.Ltd(002602) (hereinafter referred to as “the company”) held the 6th meeting of the 5th board of directors on March 6, 2022, deliberated and adopted the proposal on providing the same proportion of guarantee for joint-stock companies. In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of Shenzhen Stock Exchange and the articles of association, this matter will be submitted to the general meeting of shareholders of the company for deliberation. This event does not constitute a connected transaction.
Shanghai Longrui Information Technology Co., Ltd. (hereinafter referred to as “Longrui information”), a joint-stock company of the company, plans to apply for financial leasing and project construction loans from financial institutions. In order to support its business development, all shareholders of Longrui information intend to bear joint and several guarantee liabilities for the aforementioned financial leasing and loans of Longrui information according to the shareholding ratio. The company plans to provide guarantee for Longrui information according to its shareholding ratio, with a total guarantee amount of no more than RMB 160 million, and the guarantee period is three years from the effective date of the guarantee contract to the expiration of the last debt performance period under the main contract.
In order to smoothly promote business development and business needs, the company’s joint-stock company Shanghai puLong Information Technology Co., Ltd. (hereinafter referred to as “puLong information”) applies for a loan from a financial institution for a period of five years. In response to the general requirements of financial institutions on loans, all shareholders of puLong information intend to bear joint and several guarantee liabilities for their debts under the loan contract according to their shareholding ratio, and provide bank deposits as guarantee deposits. The company plans to provide guarantee for puLong information according to its shareholding ratio, with the guarantee amount not exceeding RMB 240 million, and the guarantee period is three years from the effective date of the guarantee contract to the expiration of the debt performance period under the loan contract.
2、 Basic information of the guaranteed party
(I) Longrui information
1. Basic information
Company name: Shanghai Longrui Information Technology Co., Ltd
Date of establishment: January 28, 2019
Address: No. 301, Rongle East Road, Songjiang District, Shanghai
Legal representative: Gu Jiong
Registered capital: 155555500 yuan
Business scope: general projects: technical consultation, technology development, technology transfer and technical services in the fields of information technology, intelligent technology, computer technology, network technology, communication technology, electromechanical technology and energy technology, computer system integration, computer software and hardware development, computer network generic cabling, big data services, cloud platform services, cloud software services, Cloud infrastructure services, sales of computer software, hardware and accessories, communication equipment, security equipment, industrial automation equipment and electromechanical products, non residential real estate leasing, property management, data processing and storage support services, residents’ daily life services and self owned equipment leasing. (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license) licensed projects: Construction of construction projects; Class I value-added telecommunications services; The second category of value-added telecommunications services; Technology import and export; Import and export of goods. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
2. The company indirectly holds 49.9% equity of Longrui information, and prolos investment (Shanghai) Co., Ltd. and its related parties hold 50.1% equity of Longrui information.
3. Main financial data of the latest year and period
December 31, 2020 September 30, 2021 (Unaudited)
Total assets 313239967865305817397479
Total liabilities 1392565982867564714074
Bank Loans —
Current liabilities 1392565982817577798074
Net assets 299314308037238252683405
January December 2020 January September 2021
Operating income —
Total profit -811234096 -967549786
Net profit -605674292 -1061624632
4. After inquiry, Longrui information is in good credit condition and is not the person who has broken his promise.
(II) puLong information
1. Basic information
Company name: Shanghai puLong Information Technology Co., Ltd
Date of establishment: April 19, 2021
Address: room 147, Building 29, No. 1, Lane 618, Dingyuan Road, Songjiang District, Shanghai
Legal representative: Gu Jiong
Registered capital: 500 million yuan
Business scope: general projects: technical consultation, technology development, technology transfer and technical services in the fields of information technology, intelligent technology, computer technology, network technology, communication technology, electromechanical technology and energy technology; Computer system services; Leasing of computer and communication equipment; Information technology consulting services; Information system integration service; Intelligent control system; Cloud computing equipment technology services; Cloud computing equipment manufacturing; Sales of cloud computing equipment; Industrial Internet data services (except value-added telecommunications); Cloud software services, cloud infrastructure services; Computer system integration, computer software and hardware development, computer network generic cabling; Big data services (except value-added telecommunications); Internet data services (except value-added telecommunications); Sales of communication equipment; Sales of mobile terminal equipment; Software development; Mechanical equipment leasing; Network equipment sales; Sales of security equipment; Internet of things application services; Research and development of intelligent Siasun Robot&Automation Co.Ltd(300024) ; Application system integration services in artificial intelligence industry; Network technology services; Basic resources and technology platform of artificial intelligence; Internet of things technology services; Trade brokerage; Information consulting services (excluding licensed information consulting services); 5g communication technology services.
(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)
2. The company indirectly holds 49.9% of the equity of puLong information, and PLoS investment (Shanghai) Co., Ltd. and its related parties hold 50.1% of the equity of puLong information.
3. Main financial data of the latest year and period
December 31, 2020 September 30, 2021 (Unaudited)
Total assets – 809859588853
Total liabilities – 414909507336
Bank Loans – 4000000000000
Current liabilities – 14909507336
Net assets – 394950081517
January December 2020 January September 2021 (Unaudited)
Operating income —
Total profit — 5049918483
Net profit — 5049918483
4. Upon inquiry, puLong information is in good credit condition and is not a dishonest executee.
3、 Main contents of guarantee agreement
(I) provide guarantee for Longrui information finance lease and project construction loan
1. Guarantee method: joint and several liability guarantee;
2. Guarantee period: three years from the effective date of the guarantee contract to the expiration of the last debt performance period under the main contract;
3. Guarantee amount: no more than 160 million yuan;
4. Guarantee scope: 49.9% of the debtor’s debts under the main contract, including but not limited to total rent, liquidated damages, handling charges, lease deposit, damages, fund occupation fee / use fee and other payables; 5. Guarantee of other shareholders: other shareholders will undertake the guarantee with the same conditions according to the shareholding ratio. The company and participating companies negotiate and determine the guarantee matters with financial institutions and creditors within the scope of the guarantee amount deliberated and approved. The specific guarantee types, methods and amounts shall be subject to the actually signed relevant documents. (II) providing guarantee for puLong information loan
1. Guarantee mode: joint and several liability guarantee and bank deposit guarantee;
2. Guarantee period: three years from the effective date of the guarantee contract to the expiration date of the debt or advance under the main contract;
3. Guarantee amount: no more than RMB 240 million;
4. Scope of guarantee: 49.9% of the debtor’s debts under the main contract, including the loan principal and corresponding interest, default interest, compound interest, liquidated damages and liquidated damages for delay in performance issued by the creditor to the debtor according to the main contract;
5. Guarantee of other shareholders: other shareholders will undertake the guarantee with the same conditions according to the shareholding ratio. The company and participating companies negotiate and determine the guarantee matters with financial institutions and creditors within the scope of the guarantee amount deliberated and approved. The specific guarantee types, methods and amounts shall be subject to the actually signed relevant documents. 4、 Opinions of the board of directors
The company indirectly holds 49.9% of the equity of Long Rui information and Long Rui information. Considering the actual needs of its operation, construction and business development, this guarantee has good industry prospects, normal operation, solvency and good credit status, and the shareholders holding 50.1% of the equity of Long Rui information and Long Rui information provide guarantees with the same conditions according to the shareholding ratio, The guarantee behavior is fair and equal. The guarantee complies with relevant regulations and does not damage the interests of the company and shareholders. The board of directors of the company agrees to provide guarantee for its loans according to the shareholding ratio of the company.
5、 Opinions of independent directors
The company provides guarantee for the joint-stock company according to the shareholding ratio, and other shareholders of the guaranteed object also provide guarantee in the same proportion. The financial risk is within the effective control range of the company. The company provides the same proportion of guarantee for the joint-stock companies, which is conducive to the joint-stock companies to better ensure the business expansion, ensure that the capital needs required for normal operation are met, will not affect the interests of the company’s shareholders, the guarantee risk is controllable, is conducive to the benign development of the company, is in line with the overall interests of the company, and there is no damage to the interests of the company and the majority of investors, We agree to the above proposal and submit it to the general meeting of shareholders of the company for deliberation.
6、 Accumulated external guarantee
As of the date of this announcement, the total amount of guarantee of the company and its holding subsidiaries is 325 million yuan, and the total balance of external guarantee is 26266900 yuan, accounting for 0.91% of the company’s latest audited net assets; After the guarantee was considered and approved by the general meeting of shareholders, the total amount of external guarantee of the company and its holding subsidiaries was 4325 million yuan, accounting for 14.96% of the company’s latest audited net assets. Among them, the company is a subsidiary within the scope of consolidated statements, and the guarantee amount is RMB 300 million; The guarantee amount between wholly-owned subsidiaries is RMB 25 million; The guarantee amount provided by the company and its holding subsidiaries to units outside the consolidated statements is 400 million yuan, accounting for 13.83% of the company’s latest audited net assets; The company and its holding subsidiaries do not have overdue guarantees, guarantees involving litigation and guarantees that should be borne due to the judgment of losing the lawsuit.
7、 Documents for future reference
1. The resolutions of the board of directors attended the meeting shall be sealed and signed by the directors;
2. Independent opinions of the company’s independent directors on matters related to the sixth meeting of the Fifth Board of directors;
3. Other documents related to this guarantee.
It is hereby announced.
Zhejiang Century Huatong Group Co.Ltd(002602) board of directors March 7, 2002
