Securities code: Masterwork Group Co.Ltd(300195) securities abbreviation: Masterwork Group Co.Ltd(300195) Announcement No.: 2022010 Masterwork Group Co.Ltd(300195)
Announcement on providing guarantee for holding secondary subsidiaries
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 current guarantee comes into effect, 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 3022678000, accounting for 111.30% of the company’s audited net assets (net assets attributable to shareholders of listed companies) in 2020. 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, intends to apply for a working capital loan of RMB 20 million from Hua Xia Bank Co.Limited(600015) Tianjin Branch (hereinafter referred to as ” Hua Xia Bank Co.Limited(600015) “), which is valid for one year from the date of loan issuance. The company plans to sign a guarantee contract with Hua Xia Bank Co.Limited(600015) to provide joint and several liability guarantee for the working capital loan.
On March 9, 2022, the 23rd Meeting of the 5th board of directors of the company deliberated and adopted the proposal on providing guarantee for holding secondary subsidiaries. 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 expressed independent opinions on this guarantee. The 21st Meeting of the 5th board of supervisors of the company deliberated and approved the proposal and issued audit opinions.
Tianjin Beiying’s asset liability ratio exceeds 70%, and 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. According to the regulations of Shenzhen Stock Exchange gem stock listing rules, guidelines for self discipline supervision of listed companies No. 2 – standardized operation of GEM listed companies and the articles of association, This guarantee 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: 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
The registered capital is 50 million yuan
Purchase and sale of scrap 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 (excluding 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)
(II) 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 2134006573622698020235
Total liabilities 170339855931788 Jiangsu Shagang Co.Ltd(002075) 6
Total amount involved in contingencies 0.00 0.00
Net assets 43060801434817999479
2. Profit situation
Unit: Yuan
Project January December 2020 January September 2021 (Unaudited)
Operating income 65432659438881713339
Total profit 491806073511919336
Net profit 531395207511919336
3. Credit situation
According to the inquiry of China execution information disclosure network, as of March 9, 2022, Tianjin Beiying is not a dishonest executee, and its credit status is good.
(III) 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
1. Contract signing body:
Guarantor: Masterwork Group Co.Ltd(300195)
Creditor: Hua Xia Bank Co.Limited(600015) Tianjin Branch
2. Guarantee mode
The guarantor’s guarantee is joint and several liability guarantee.
3. Guarantee scope
The scope of guarantee is mainly the principal of creditor’s rights of 20 million yuan and interest, overdue interest, default interest, compound interest, liquidated damages, damages, exchange rate losses (related losses caused by exchange rate changes), appraisal fees, auction fees, litigation fees, arbitration fees, notarization fees Attorney fees and other reasonable expenses incurred by Party B to realize the main creditor’s rights, as well as the expenses payable by all other debtors of the main contract.
4. Guarantee period
The guarantee period is three years from the date of expiration of the main debt performance period agreed in the independent contract.
5. Effectiveness of the contract
This contract shall come into force from the date of signing by both parties.
(II) 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 20 million yuan;
2. The way of guarantee 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 of the debt (including compound interest), liquidated damages (or default interest), damages, as well as legal fees, lawyer fees and other related expenses incurred by the creditor in realizing the creditor’s rights;
5. The counter guarantee period is from the date of signing the contract to the date when the guarantor pays off all debts under the financing contract on behalf of the guarantor.
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 dispose of the counter collateral under the contract in other ways without the written consent of the company.
(III) 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, in addition to signing the counter guarantee agreement with Tianjin Beiying, the company also signed the counter guarantee agreement with Beijing Beiying, which 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 consolidated statements and can be effectively controlled by the company. At the same time, the guarantee provided by the company is to meet the capital needs of its operation and management and business development. This guarantee complies with the provisions of relevant laws, regulations and normative documents such as Shenzhen Stock Exchange gem stock listing rules, self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, and regulatory guidelines for listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees 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. The financial risk of providing guarantee this time is within the company’s control, there is no damage to the interests of the company and shareholders, and there is no significant impact on the company’s financial status and operating results. The board of directors agreed to provide Tianjin Beiying with a guarantee with a maximum principal amount of no more than 20 million yuan.
The independent directors of the company express their independent opinions as follows: after careful verification, we believe that 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 situation and operating results. We agree to the above guarantee. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 Accumulated amount of external guarantee and amount of overdue guarantee
After the guarantee came into effect, the total amount of external guarantee of the company and its holding subsidiaries was 3022678000 yuan, accounting for 111.30% 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 March 9, 2022, the actual amount of guarantee provided by the company and its holding subsidiaries to subsidiaries was 1608852 million yuan, accounting for 59.24% of the net assets of the company in the latest audit.
Up to now, the company and its subsidiaries have no overdue external guarantees, no external guarantees involving litigation and losses due to the judgment of losing the guarantee.
6、 Documents for future reference
1. Resolution of the 23rd Meeting of Masterwork Group Co.Ltd(300195) the 5th board of directors
2. Independent opinions of Masterwork Group Co.Ltd(300195) independent directors on the resolutions of the 23rd Meeting of the 5th board of directors
3. Resolution of the 21st Meeting of Masterwork Group Co.Ltd(300195) the 5th board of supervisors
4. Counter guarantee agreement
Masterwork Group Co.Ltd(300195) board of directors March 10, 2022
