Securities code: 5I5J Holding Group Co.Ltd(000560) securities abbreviation: 5I5J Holding Group Co.Ltd(000560) Announcement No.: 2022012 5I5J Holding Group Co.Ltd(000560)
About the internal adjustment of the guarantee amount of subsidiaries and the establishment of wholly-owned subsidiaries
Progress announcement on providing guarantee
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 matters
5I5J Holding Group Co.Ltd(000560) (hereinafter referred to as “the company” or “the company”) held the 9th meeting of the 10th board of directors and 2020 annual board of directors and 2020 annual general meeting of shareholders on April 26, 2021 and May 26, 2021 respectively, and deliberated and adopted the proposal on providing guarantee amount for new debt financing of subsidiaries in 2021. The company plans to provide guarantees for its new debt financing in 2021 according to the capital needs and guarantee needs of the operating businesses of its subsidiaries within the scope of the consolidated statements, with a total guarantee amount of no more than 3.865 billion yuan, including no more than 440 million yuan for subsidiaries with an asset liability ratio of less than 70%, The amount of guarantee provided for subsidiaries with asset liability ratio of more than 70% shall not exceed 3.425 billion yuan. According to relevant regulations, the company can adjust the guarantee amount of each guaranteed object within the above expected guarantee amount approved by the general meeting of shareholders according to the actual situation, and can also adjust the guarantee amount of the above guaranteed object to other new guarantee objects (subsidiaries within the scope of the company and consolidated statements). If the asset liability ratio exceeds 70% at the time of adjustment, the guarantee amount can only be obtained from the guarantee object whose asset liability ratio exceeds 70% (when the guarantee amount is considered by the general meeting of shareholders). The general meeting of shareholders authorizes the board of directors to arrange the management to adjust the actual guarantee amount to each subsidiary according to the actual needs of each subsidiary within the guarantee amount. The validity period of the above guarantee amount and authorization is from the date when the company’s 2020 annual general meeting deliberates and approves the guarantee proposal to the date when the 2021 annual general meeting of shareholders deliberates the relevant guarantee amount. For details of the above matters, please refer to the company’s publication on www.cninfo.com on April 28, 2021 and May 27, 2021 respectively info. com. cn. Announcement on providing guarantee amount for new debt financing of subsidiaries in 2021 (No. 2021030) and announcement on resolutions of 2020 annual general meeting of shareholders (No. 2021047).
2、 Internal adjustment of guarantee limit of subsidiaries
(I) internal adjustment of guarantee amount of subsidiaries
According to the business development and actual operation needs of the subsidiary, the company within the total guarantee amount deliberated and approved by the 9th meeting of the 10th board of directors, the 2020 board of directors and the 2020 annual general meeting of shareholders, Adjust the unused guarantee amount of 75 million yuan of the wholly-owned subsidiary Kunming Department Store commercial Co., Ltd. (hereinafter referred to as “commercial company”) to the wholly-owned subsidiaries Kunming kunbai Gaochuang Commercial Management Co., Ltd. (hereinafter referred to as “kunbai Gaochuang”) and Kunming kunbai Property Management Co., Ltd. (hereinafter referred to as “kunbai property”), in which, The transfer to kunbai Gaochuang is 36.7 million yuan, and the transfer to kunbai property is 38.3 million yuan. The total amount of this adjustment accounts for 0.73% of the company’s latest audited net assets. After the internal adjustment of the above guarantee amount is completed, the total guarantee amount provided by the company to subsidiaries in 2021 is still no more than 3.865 billion yuan, of which the guarantee amount for subsidiaries with asset liability ratio less than 70% is still no more than 440 million yuan, and the guarantee amount for subsidiaries with asset liability ratio more than 70% is still no more than 3.425 billion yuan. Among them, the guarantee amount provided by the company for commercial companies was reduced from 330 million yuan to 255 million yuan, the guarantee amount provided by the company for kunbai Gaochuang was increased by 36.7 million yuan, and the guarantee amount provided by the company for kunbai property was increased by 38.3 million yuan.
Within the total amount of guarantee approved by the general meeting of shareholders, according to the principle of adjustment of guarantee amount agreed by the general meeting of shareholders, the 17th meeting of the 10th board of directors held by the company on March 10, 2022 deliberated and adopted the proposal on internal adjustment of guarantee amount of subsidiaries in 2021 with 9 votes in favor, 0 votes against and 0 abstentions, The proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation. The details of the adjustment of guarantee amount of subsidiaries are as follows:
Unit: 10000 yuan
General meeting of secured shareholders
The recent review guarantee has been approved by the load party. After the adjustment has been made, the adjusted amount of the guarantee amount can be guaranteed, the guarantee amount is guaranteed, the guarantee amount is guaranteed, the guarantee amount is guaranteed, the guarantee amount is used, the debt yield is guaranteed, and the guarantee Party is funded.
Asset liability ratio
Ben Kunming Department Store
Public building business 45.76% 62.28% 330 Shenzhen Capstone Industrial Co.Ltd(000038) Shenzhen Special Economic Zone Real Estate&Properties (Group).Co.Ltd(000029) 20000 -75 Shenzhen Tellus Holding Co.Ltd(000025) 5 Shenzhen Kaifa Technology Co.Ltd(000021) 70000 Co., Ltd. Kunming kunbai
Gonggaochuang business 16.92% — 0 0 367000367000367000 Management Co., Ltd
The company is based in Kunming kunbai
Public property management 43% — 0 0 38 Beijing Shuzhi Technology Co.Ltd(300038) Beijing Shuzhi Technology Co.Ltd(300038) 3000 Company Limited
After the completion of this guarantee adjustment, the relevant guarantee requirements, guarantee validity period and guarantee authorization are consistent with the resolutions of the company’s 2020 annual general meeting of shareholders.
(II) conditions and purpose of internal adjustment of this guarantee limit
The adjustment of the guarantee amount is carried out within the total guarantee amount deliberated and approved by the company’s 2020 annual general meeting of shareholders, and the adjustment matters comply with the principle of guarantee amount adjustment deliberated and approved by the company’s general meeting of shareholders; The transferred amount of the guarantee object and the transferred out subsidiary of the company are within the scope of consideration of the wholly-owned company; The single guarantee amount of the transferred party does not exceed 10% of the company’s latest audited net assets, and the transferred party does not have overdue liabilities.
The internal adjustment of the guarantee limit is based on the capital needs of the actual business development of the subsidiary, which is conducive to the adjusted guaranteed party to reduce the financing cost, so as to effectively support and promote the business development of the subsidiary.
The company that obtained the internal adjustment of the guarantee amount this time is a wholly-owned subsidiary included in the scope of company consolidation, with actual debt repayment ability and controllable financial risk.
3、 Progress of providing guarantee for wholly-owned subsidiaries
(I) guarantee progress
Due to the needs of operation and business development, kunbai Gaochuang and kunbai property, the wholly-owned subsidiaries of the company, plan to jointly apply for a credit line of 75 million yuan to cloud investment commercial factoring (Shenzhen) Co., Ltd. (hereinafter referred to as “cloud investment factoring”), of which the credit line of kunbai Gaochuang is 36.7 million yuan and that of kunbai property is 38.3 million yuan, Cloud investment factoring provides China factoring financing services for kunbai Gaochuang and kunbai property within the above credit line. Kunbai Gaochuang, kunbai property and Yuntou factoring signed the comprehensive credit contract and China commercial factoring contract (hereinafter referred to as the “main contract”) on March 10, 2022. The effective use period of the above credit line is 24 months, from March 11, 2022 to March 11, 2024. In order to protect the creditor’s rights under the main contract, within the guarantee limit approved by the company’s 2020 annual general meeting and adjusted by the 17th meeting of the 10th board of directors, the company will provide joint and several liability guarantee and mortgage guarantee for kunbai Gaochuang and kunbai property to perform the main contract and the debts under each factoring and financing business contract or agreement related thereto. At the same time, with the approval of the shareholders of Kunming Chuangzhuo Trading Co., Ltd. (hereinafter referred to as “Chuangzhuo trading”), a wholly-owned subsidiary of the company, Chuangzhuo trading will provide mortgage guarantee for the above creditor’s rights to cloud investment factoring.
(II) main contents of the guarantee agreement
1. In response to the above-mentioned joint application of kunbai Gaochuang and kunbai property (hereinafter referred to as the “debtor”) to cloud investment factoring (hereinafter referred to as the “creditor”) for guarantee of the credit line of 75 million yuan, the company (hereinafter referred to as the “guarantor”) and cloud investment factoring signed the guarantee contract (hereinafter referred to as the “contract”) on March 10, 2022. The main contents are as follows:
(1) Type, amount and term of secured principal creditor’s rights: the principal creditor’s rights guaranteed by the guarantor are the creditor’s rights formed by the debtor’s handling of the business agreed under the main contract. The business type agreed under the main contract is Chinese recourse commercial factoring business, the currency is RMB, and the principal amount is 75 million yuan, The term is from March 11, 2022 to March 11, 2024.
(2) Scope of guarantee: the principal of the main creditor’s right is 75 million yuan and interest, overdue interest, default interest, compound interest, liquidated damages, damages, expenses incurred by the creditor to realize the creditor’s right and expenses payable by all other debtors of the main contract.
(3) Guarantee mode: joint and several liability guarantee.
(4) Guarantee period: two years from the date of expiration of the main debt performance period agreed in the independent contract.
(5) Liability for breach of contract: after the contract takes effect, both parties shall perform the obligations agreed in the contract. If either party fails to perform or fails to fully perform the obligations agreed in the contract, it shall bear the corresponding liability for breach of contract and compensate the losses caused to the other party.
(6) Effectiveness of the contract: this contract shall come into force from the date of signing by both parties.
2. In response to the above-mentioned joint application of kunbai Gaochuang and kunbai property to Yuntou factoring (hereinafter referred to as the “mortgagee”) for mortgage guarantee of the credit line of 75 million yuan, the company, Chuangzhuo commerce and trade (hereinafter referred to as the “mortgagor”) and Yuntou factoring signed the mortgage contract (hereinafter referred to as the “contract”) on March 10, 2022. The main contents are as follows:
(1) Mortgaged property:
① Part of the real estate held by the company is located on the 3rd floor of the parking building of Kunming new era Plaza, the 1st and 2nd floors of the underground parking building of new era Plaza, and the 1st floor of the underground and the 5th floor of the aboveground (shopping mall) of new era Plaza;
② Chuangzhuo trading office holds part of the real estate located on floors 2, 3, 4, 5 and – 1 of Kunming corridor phase I, No. 17, Renmin Middle Road, Kunming.
(2) Scope of mortgage guarantee:
① All creditor’s rights that have been and will be generated under the main contract and subsequent supplementary contracts, including but not limited to all accounts receivable, factoring interest, factoring expenses, liquidated damages and other payables that the debtor should pay to the mortgagee; All direct losses caused to the mortgagee by the debtor’s failure to perform all its obligations, liabilities, representations, warranties and other commitments.
② Reasonable expenses and expenses incurred by the mortgagee to maintain and realize the creditor’s rights and guarantee, including but not limited to legal fees, arbitration fees, preservation fees, evaluation fees, auction fees, lawyer fees, travel expenses and all reasonable expenses. ③ The total amount of accounts receivable in the main contract guaranteed by the collateral under this contract (i.e. the amount of creditor’s rights) is about 75 million yuan; The above amount is only used for mortgage registration, and the amount of accounts receivable is finally calculated according to the relevant contract.
(3) Term of mortgage: the term of mortgage under this contract starts from the date when the mortgage registration takes effect to the date when the creditor’s rights under the main contract are extinguished.
(4) Liability for breach of contract: after this contract takes effect, the mortgagor and the mortgagee shall perform the obligations agreed in this contract. If either party fails to perform or fails to fully perform the obligations agreed in this contract, it shall bear the corresponding liability for breach of contract agreed in this contract and compensate for the losses caused to the other party.
(5) Effectiveness and termination of this Contract:
This contract shall come into force after the mortgagee and the mortgagor affix their official seals. Any amendment, supplement or change to this contract must be in writing and sealed by the mortgagee and the mortgagor. Such modification, supplement or change shall be an integral part of this contract. This contract shall be terminated under any of the following circumstances:
① The main contract is completed, that is, both parties of the main contract have completed all contract obligations;
② The completion of the performance of this contract means that the mortgagor has fulfilled all its obligations under this contract;
③ The mortgagee and the mortgagor agree to terminate this contract;
④ Termination circumstances stipulated by laws and administrative regulations.
(III) guarantee balance of relevant guarantee amount of the above guaranteed companies
The guarantee can be considered by the shareholders’ meeting as the remaining amount of the accumulated guarantee up to this time, and the newly added guarantee before this guarantee accounts for the net related amount of the latest period of the total guarantee balance after whether the listed company uses the share ratio of the guarantor and the guaranteed party to adjust
For example, the maximum guarantee (10000 yuan) (10000 yuan) asset proportion guarantee (10000 yuan) amount (10000 yuan)
The company Kunming kunbaigaochuang 100%
Kunming Chuangzhuo Business Management Co., Ltd. – 367000 0.34% no 0 Co., Ltd
100% of Kunming kunbai property of the company
Kunming Chuangzhuo Trade Management Co., Ltd. – 383000 0.35% no 0 limited liability company
4、 Basic information of the guarantee amount adjustment subject and the guaranteed
(I) support
