Securities code: 000555 securities abbreviation: Digital China Information Service Company Ltd(000555) Announcement No.: 2021-093 Digital China Group Co.Ltd(000034) Information Service Co., Ltd
Announcement on providing financial assistance to holding subsidiaries
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.
Digital China Group Co.Ltd(000034) Information Service Co., Ltd. (hereinafter referred to as “the company”) in order to support the operation and development of the holding subsidiary Digital China Group Co.Ltd(000034) Information System Co., Ltd. (hereinafter referred to as “the information system company”) and meet the working capital turnover needs of its business, The company and its holding subsidiaries intend to provide financial assistance of no more than 500 million yuan (including, the same below) to the information system company with their own funds. The specific contents are announced as follows:
1、 Overview of financial assistance
1. Funded by: the company’s holding subsidiary Digital China Group Co.Ltd(000034) Information System Co., Ltd
2. Amount of subsidy: the financial subsidy with the proposed amount of no more than 500 million yuan (including, the same below) can be recycled and used within the above amount, that is, the balance of subsidy at any time point does not exceed 500 million yuan. After providing the subsidy, the corresponding amount shall be deducted from the total amount, and the amount shall be restored after return.
3. Usage period of the quota: the quota can be used within 1 year from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. Financial assistance can be provided to the information system company in batches according to the actual operation of the company, and the period of each financial assistance shall not exceed 1 year.
4. Purpose of fund: it is used to supplement the working capital required by the operation of the information system company and pay other funds directly related to the operation.
5. Fund occupation rate standard: it is charged according to the loan base interest rate (central bank LPR) published by the national inter bank lending center, and settled quarterly according to the actual use days of funds.
6. Source of funds: self owned funds of the company and its subsidiaries
7. The other two shareholders of the information system company, Zhuhai Jietong infinite Technology Co., Ltd. and Zhuhai Shidai Xinke Industrial Co., Ltd., will provide guarantee to the company with their equity of Beijing Digital China Group Co.Ltd(000034) Information Service Co., Ltd.
8. Approval procedures: the financial assistance provided to the information system company does not constitute a connected transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. The above matters have been deliberated and approved by the fourth extraordinary meeting of the eighth board of directors in 2021, and the independent directors have expressed their independent opinions. This financial assistance matter must be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation. The board of directors of the company requests the general meeting of shareholders to authorize the company’s management or its authorized person to handle the signing of agreements related to the financial assistance, the payment within the above amount and the signing of supplementary agreements on outstanding matters.
2、 Basic information of funded objects
1. Company name: Digital China Group Co.Ltd(000034) Information System Co., Ltd
2. Date of establishment: December 25, 1998
3. Unified social credit Code: 91110108700200644e
4. Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
5. Registered address: 101-3076, 3 / F, building 18, yard 10 (East District), northwest Wangdong Road, Haidian District, Beijing. Legal representative: Li Kanya
7. Registered capital: RMB 110 million
8. Main business: computer system integration; Basic software services; Application software services; Data processing; Technology development, technical consultation, technology transfer, technical services and technology promotion; Sales of self-developed products, computers, software and auxiliary equipment, mechanical equipment, electronic products, sales of mechanical equipment, electronic products, computer software, hardware and auxiliary equipment, uninterruptible power supply (UPS), diesel generator sets, air conditioning and refrigeration equipment, civil power distribution and control equipment, safety technology and prevention products; Technical services for maintenance of uninterruptible power supply (UPS), diesel generator set, air conditioning and refrigeration equipment, civil power distribution and control equipment; Class I value-added telecommunications services; The second type of value-added telecommunications services. (market entities shall independently choose business items and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
9. Shareholders: the company indirectly holds 46% of the equity of the information system company through the wholly-owned subsidiary Digital China Group Co.Ltd(000034) System Integration Service Co., Ltd., which is the indirect controlling shareholder of the information system company. The company has no relationship with the other two shareholders of the information system company, Zhuhai Jietong infinite Technology Co., Ltd. (indirectly holding 44% of its equity) and Zhuhai Shidai Xinke Industrial Co., Ltd. (indirectly holding 10% of its equity).
10. Financial status and operation of the latest year: the audited total assets of the information system company in the latest year are 102.265 million yuan, the total liabilities are 934.14 million yuan, the owner’s equity attributable to the parent company is 88.51 million yuan, the operating income is 910.32 million yuan, and the net profit attributable to the owner of the parent company is 10.59 million yuan. The information system company has good credit standing, is not a dishonest person, and has not been unable to repay within the time limit. In 2021, the company has provided financial assistance of RMB 212 million to the information system company. As of the disclosure date of this announcement, the balance of financial assistance provided by the company to the information system company is zero.
3、 Risk warning and preventive measures
The funded information system company has a high asset liability ratio and its short-term solvency is general. However, the target of financial assistance this time is the holding subsidiary within the scope of the company’s consolidated statements. While providing financial assistance, the company will strengthen its operation and management, implement effective financial, fund management and other risk control, and ensure the safety of the company’s funds. At present, the business development and financial status of the information system company are good, which will not bring significant financial risks to the company. Zhuhai Jietong infinite Technology Co., Ltd. and Zhuhai Shidai Xinke Industrial Co., Ltd., the other two shareholders of the information system company, did not provide financial assistance with the same conditions according to the shareholding ratio because they did not specifically participate in the operation and management, but will provide guarantee to the company with their equity of Beijing Digital China Group Co.Ltd(000034) Information Service Co., Ltd. The risks of the above financial assistance are within the company’s control and will not have a significant impact on the company’s daily operation.
4、 Opinions of the board of directors
The board of Directors believes that the financial support provided by the company and its holding subsidiaries to the information system company is to meet the actual needs of its business development, ensure its normal operation, enhance its comprehensive market competitiveness and meet the company’s future strategy and business development objectives. The company is optimistic about the future business development prospect of the information system company, and the information system company has good credit and has not been unable to repay overdue. The occupation fee of the financial assistance fund is charged according to the loan base interest rate (central bank LPR) published by the national interbank lending center, and settled quarterly according to the actual use days of the fund, which is reasonable and fair. The other two shareholders of the information system company, Zhuhai Jietong infinite Technology Co., Ltd. and Zhuhai Shidai Xinke Industrial Co., Ltd., will use their equity of Beijing Digital China Group Co.Ltd(000034) Information Service Co., Ltd. to provide guarantee to the company for this financial assistance. While providing subsidies, the company will strengthen the operation and management of the information system company, and implement effective risk control such as financial and fund management to ensure the safety of the company’s funds. Therefore, the risk of the above financial assistance is within the controllable range, will not have a significant impact on the daily operation of the company, and will not damage the interests of the company and the majority of investors. It is agreed that the company and its holding subsidiaries and wholly-owned subsidiaries provide financial assistance to the information system company.
5、 Opinions of independent directors
The independent directors of the company, Ms. Luo Ting, Mr. Wang Yongli, Mr. LV Benfu, Mr. Huang Hui and Benjamin Zhao, provide financial assistance to the company and express the following independent opinions:
It is verified that the financial assistance provided by the company is carried out without affecting its normal operation. It is to meet the actual needs of the operation and development of the information system company, help to solve the required capital gap, improve the utilization efficiency of the company’s overall funds, and help the information system company maintain long-term, sustainable and healthy development. The pricing of capital occupation fee is fair and does not harm the interests of all shareholders, especially minority shareholders. The transaction is necessary and reasonable, the convening procedures and decision-making procedures reviewed by the board of directors are legal and effective, and the financial risk is within the company’s control. Therefore, we agree that the company and its holding subsidiaries provide financial assistance to the information system company with their own funds without affecting production and operation, and submit this proposal to the general meeting of shareholders for deliberation.
6、 Opinions of the board of supervisors
The board of supervisors believes that the financial assistance provided by the company to the information system company complies with the relevant provisions of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association, and the decision-making procedures deliberated and adopted by the board of directors are legal and effective; The company provides financial assistance to the information system company, the risk is within the controllable range, and the fund occupation fee is charged, which is conducive to the information system company to strengthen fund management and improve the company’s fund use efficiency. The financial assistance does not damage the rights and interests of the company and all shareholders, and we agree to this matter.
7、 Accumulated financial assistance provided by the company
As of the disclosure date of this announcement, in 2021, the company and its holding subsidiaries provided a total of 212 million yuan of financial assistance to its holding subsidiaries, and the balance of financial assistance was zero. There was no case that the external financial assistance was overdue. 8、 Documents for future reference
1. Resolutions of the fourth extraordinary meeting of the eighth board of directors in 2021;
2. Resolutions of the second extraordinary meeting of the eighth board of supervisors in 2021;
3. Opinions of the board of directors;
4. Opinions of independent directors;
5. Opinions of the board of supervisors.
Digital China Group Co.Ltd(000034) Information Service Co., Ltd
December 31, 2021
