Securities code: 000716 securities abbreviation: Nanfang Black Sesame Group Co.Ltd(000716) Announcement No.: 2021-085
Nanfang Black Sesame Group Co.Ltd(000716)
Announcement on providing guarantee for wholly-owned 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.
Important:
● name of the guaranteed party and guarantee amount: Nanfang Black Sesame Group Co.Ltd(000716) (hereinafter referred to as “the company”) intends to provide guarantee with a total amount of no more than 30 million yuan (the same below) for its wholly-owned subsidiary Jiangxi xiaoheixiaomi Food Co., Ltd. (hereinafter referred to as “Jiangxi xiaoheixiaomi”).
● whether there is counter guarantee in this guarantee: None
● whether the guarantee is submitted to the general meeting of shareholders: Yes
● external guarantee balance and accumulated overdue amount: as of the date of this announcement, the external guarantee balance of the company and its holding subsidiaries totaled 69.11268 million yuan, accounting for 25.35% of the company’s latest audited net assets. The company has no guarantee corresponding to overdue debts, guarantees involving litigation and guarantees that should be borne due to the judgment of losing the lawsuit.
1、 Overview of the situation
(i) Overview of guarantee
Jiangxi Xiaohei Xiaomi, a wholly-owned subsidiary of the company, plans to apply to Bank Of China Limited(601988) Nanchang Xinjian sub branch (hereinafter referred to as “BOC Nanchang Xinjian sub branch”) for a working capital loan with a total amount of no more than 30 million yuan, and apply to the company to provide joint and several liability guarantee.
（2） Internal decision-making procedure
On December 31, 2021, the company held the 9th interim meeting of the 10th board of directors in 2021, deliberated and passed the proposal on providing guarantee for wholly-owned subsidiaries. The board of directors agreed that the company would provide joint liability guarantee for bank loans of Jiangxi xiaoheixiaomi with a total amount of no more than 30 million yuan, The guarantee period shall be subject to the guarantee contract signed between the company and BOC Nanchang Xinjian sub branch. In order to improve work efficiency and handle business in time, the board of directors authorizes the chairman to approve relevant guarantee procedures within the above limit and sign relevant legal documents.
The independent directors of the company have expressed independent opinions on the above guarantee matters (for details, please refer to the relevant announcements of the company on cninfo.com and other designated information disclosure media on the same day).
As the asset liability ratio of Jiangxi Xiaohei Xiaomi, the guaranteed object, has exceeded 70% in the last year, according to relevant provisions such as the Listing Rules of Shenzhen Stock Exchange, the articles of association and the company’s guarantee management system, this matter shall be submitted to the general meeting of shareholders for approval after being approved by the board of directors.
2、 Basic information of the guaranteed
1. Company name: Jiangxi xiaoheixiaomi Food Co., Ltd
2. Registration No. (Unified Social Credit Code): 91360122561064389d
3. Registered address: No. 811, Huangxi Avenue, Wangcheng new area, Wangcheng Town, Xinjian District, Nanchang City, Jiangxi Province
4. Date of establishment: September 3, 2010
5. Legal representative: Li Yuqi
6. Registered capital: 60 million yuan
7. Business scope: food production; Wholesale and retail of prepackaged food; Beverages (solid drinks, protein drinks); Convenience food (other convenience food); Fried food and nut products (roasted and fried); China’s trade (excluding monopoly, exclusive control and monopoly commodities); Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies limited or prohibited by the state).
8. Shareholders and shareholding: the company contributed RMB 60 million (holding 100%).
9. Jiangxi Xiaohei Xiaomi is not a dishonest person.
10. Jiangxi Xiaohei Xiaomi’s latest credit rating: BBB
11. Financial status and operation:
Asset status
Project: November 30, 2021 December 31, 2020
Total assets (10000 yuan) 108052.4438574.02
Total liabilities (10000 yuan) 42848.1042778.80
Including: total bank loans 7000.007000.00
Total current liabilities 42848.1042778.80
Net assets (10000 yuan) 65204.33-4204.78
Operation
The project is from January to November 2021 and from January to December 2020
Operating income (10000 yuan) 7907.717725.66
Total profit (10000 yuan) -610.08-1607.67
Net profit (10000 yuan) -60772-1850.37
Note: the data of 2020 has been audited, and the data of January November 2021 has not been audited.
3、 Main contents of the guarantee agreement
The guarantee provided by the company this time is joint and several liability guarantee. At present, no relevant guarantee agreement has been signed. The total amount of the above guarantee is the loan amount to be applied for. The specific guarantee content shall be subject to the actually signed guarantee contract.
1. Guarantee method: joint and several liability guarantee.
2. Guarantee period: the guarantee period is 1 year.
3. Guarantee amount: the total guarantee amount provided this time shall not exceed 30 million yuan.
4、 Opinions of the board of directors
Jiangxi Xiaohei Xiaomi is a wholly-owned subsidiary of the company. In order to meet the company’s operating capital needs and ensure the normal development of its business, the board of directors agreed to provide guarantee for its bank financing this time.
The guarantee object is the wholly-owned subsidiary of the company, which is the subject within the scope of consolidated statements. The loan is to supplement the working capital of operation, and the financing necessity is sufficient; The company will improve its operating efficiency by strengthening its business adjustment and operation management; Strengthen its fund management, monitor its fund flow and financial information in real time, fully grasp the use of funds and guarantee risks, and ensure the safe operation of its funds. Therefore, the risk of this guarantee can be controlled, has no adverse impact on the company and shareholders, and does not violate the provisions of relevant laws and regulations and the articles of association.
5、 Accumulated external guarantees and overdue guarantees
As of the date of this announcement, the total guarantee amount of the company and its holding subsidiaries was RMB 122 million, accounting for 44.75% of the company’s latest audited net assets; The external guarantee balance of the company and its holding subsidiaries totaled 69.11268 million yuan, accounting for 25.35% of the company’s latest audited net assets; The guarantee balance provided by the company and its holding subsidiaries to units outside the consolidated statements is 0 yuan; The guarantee balance corresponding to the overdue debt is zero, and the guarantee amount involved in the lawsuit and the guarantee amount to be borne due to the judgment of losing the lawsuit are zero.
6、 Documents for future reference
1. Resolutions of the 9th extraordinary meeting of the 10th board of directors in 2021;
2. Independent opinions of independent directors of the company.
It is hereby announced
Nanfang Black Sesame Group Co.Ltd(000716)
Board of directors
January 1, 2002
