Securities code: Monalisa Group Co.Ltd(002918) securities abbreviation: Monalisa Group Co.Ltd(002918) Announcement No.: 2022018 bond Code: 127044 bond abbreviation: Mona convertible bond
Announcement on carrying out accounts receivable factoring business
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.
Monalisa Group Co.Ltd(002918) (hereinafter referred to as “the company”) held the 12th meeting of the 3rd board of directors and the 11th meeting of the 3rd board of supervisors on March 8, 2022, and deliberated and adopted the proposal on developing accounts receivable factoring business respectively. According to the actual business needs, the company and its subsidiaries within the scope of merger plan to cooperate with China Commercial Bank Commercial factoring companies and other institutions with relevant business qualifications carry out accounts receivable factoring business, and the total amount of factoring financing shall not exceed RMB 1 billion. The application period for factoring business shall be from the date when the resolution of the general meeting of shareholders considering this proposal is passed to the date when the resolution of the general meeting of shareholders considering the amount of factoring financing is passed in the next year, The specific period of each factoring business shall be subject to the period agreed in the single factoring contract. The board of directors of the company requests the general meeting of shareholders to authorize the management of the company to handle relevant business and sign relevant legal documents.
According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval. The proposal does not constitute a material reorganization of the assets of the listed company, nor does it constitute a material reorganization of the assets of the listed company. The relevant information is hereby announced as follows:
1、 Main contents of factoring business
1. Business Overview
The company and its subsidiaries within the consolidation scope will transfer part of the accounts receivable incurred in operation to institutions with relevant business qualifications such as China Commercial Bank and commercial factoring company, and the factoring business cooperation institution will pay factoring funds to the company or its subsidiaries within the consolidation scope according to the transferred accounts receivable.
2. Cooperative organization
The company and its subsidiaries within the scope of merger plan to carry out factoring business with Chinese commercial banks, commercial factoring companies and other institutions with relevant business qualifications. The specific cooperative institutions are selected according to the management authorized by the board of directors and the comprehensive factors such as cooperative relationship and comprehensive capital cost, financing period and service capacity.
The cooperative institution has no relationship with the company, subsidiaries within the scope of merger and shareholders holding more than 5% of the shares of the company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc., which may or has caused the listed company to tilt its interests.
3. Business term
The period from the date of deliberation of the factoring proposal to the date of approval of the factoring proposal by the shareholders’ meeting shall be the period from the date of deliberation of the factoring proposal of each year to the date of approval of the factoring proposal.
4. Factoring financing amount: the total factoring financing amount shall not exceed RMB 1 billion.
5. Factoring method: there is no recourse factoring method for accounts receivable claims and there is recourse factoring method for accounts receivable claims. 6. Factoring financing interest: determined by both parties through negotiation according to the market rate level.
2、 Main responsibilities and description
1. To carry out the factoring business with recourse to accounts receivable, the company or its subsidiaries within the consolidation scope shall continue to perform all other obligations under the service contract and bear the repayment responsibility for the accounts receivable corresponding to the financing of the factoring business with recourse. If the relevant institutions of the factoring business fail to receive the accounts receivable and financing interest in full within the agreed period, Have the right to recover the outstanding financing funds and the default interest due to the reasons of the company or the subsidiaries within the scope of merger from the company or the subsidiaries within the scope of merger in accordance with the contract.
2. Carry out non recourse factoring business of accounts receivable. If the relevant institutions of factoring business do not receive or fully receive accounts receivable within the agreed period, the relevant institutions of factoring business have no right to recover the outstanding financing funds and corresponding interests from the company or subsidiaries within the consolidation scope.
3. The factoring contract shall be subject to the Chinese factoring contract and other relevant legal documents in the fixed format of the relevant institutions of factoring business.
3、 Purpose of factoring business and its impact on the company
The handling of accounts receivable factoring business by the company and its subsidiaries within the consolidation scope is conducive to accelerating capital turnover, improving capital use efficiency, reducing the management cost of accounts receivable, and improving the asset liability structure and operating cash flow; It is conducive to the development of the company’s business and in line with the company’s development plan and the company’s overall interests.
4、 Independent opinions of independent directors
The handling of accounts receivable factoring business by the company and its subsidiaries within the scope of merger is conducive to accelerating capital turnover, ensuring the company’s daily operating capital needs, conducive to the company’s business development, in line with the company’s development plan and the company’s overall interests, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. The decision-making and voting procedures for handling accounts receivable factoring business are legal and compliant, and comply with the relevant provisions of the articles of association. Therefore, we agree that the company and its subsidiaries within the scope of merger shall handle accounts receivable factoring business, and submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Documents for future reference
1. Resolutions of the 12th meeting of the third board of directors;
2. Resolutions of the 11th meeting of the third board of supervisors;
3. Independent opinions of independent directors on matters related to the 12th meeting of the third board of directors of the company.
It is hereby announced.
Monalisa Group Co.Ltd(002918) board of directors March 9, 2022
