Securities code: Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) securities abbreviation: Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) Announcement No.: 2022035 Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Announcement on providing guarantee for 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.
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as “the company” or ” Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) “) held the second meeting of the Fourth Board of directors on March 11, 2022, deliberated and adopted the proposal on providing guarantee for holding subsidiaries. The details are as follows:
1、 Basic information of guarantee
Zhejiang Xiaolan Smart Technology Co., Ltd. (hereinafter referred to as “Xiaolan smart”), the holding subsidiary of the company, plans to apply for comprehensive bank credit business in Bank Of Beijing Co.Ltd(601169) Hangzhou Science and Technology City sub branch for a period of three years due to the needs of business development, and the company will provide joint and several liability guarantee of RMB 10 million for the above comprehensive credit business; It is proposed to apply for comprehensive bank credit business in Xixi science and technology branch of Zhejiang Hangzhou Yuhang Rural Commercial Bank Co., Ltd. for a period of two years, and the company will provide joint and several liability guarantee of RMB 10 million for the above comprehensive credit business. Other shareholders of Xiaolan wisdom Hangzhou lanmi business consulting partnership (limited partnership), Hangzhou Sipu Chenxi enterprise management consulting partnership (limited partnership) and Hangzhou jiuqianshe enterprise management partnership (limited partnership) have provided irrevocable joint and several liability guarantee for the above financing matters according to their shareholding ratio in Xiaolan wisdom; Hangzhou Xiongwei Technology Development Co., Ltd. will perform its internal review procedures on the matter. After the internal review is passed, it will provide an irrevocable maximum joint and several liability guarantee for the matter.
Name of guarantor name of guaranteed person equity structure guarantee amount guarantee nature (10000 yuan)
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) Xiaolan wisdom Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) holds a new 59.00% equity of Xiaolan wisdom 200000
The board of directors of the company also authorizes the chairman of the company or his authorized agent to handle specific procedures within the guarantee limit
Signature of the.
According to the guidelines for the supervision of listed companies No. 8 – supervision of capital transactions and external guarantees of listed companies
Requirements, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory
Regulatory guidelines No. 2 – standardized operation of companies listed on GEM and other laws, regulations and normative documents
According to the provisions of the articles of association, this external guarantee does not need to be submitted to the general meeting of shareholders for deliberation and approval.
2、 Basic information of the guaranteed
(I) basic information
1. Name of the guaranteed: Zhejiang Xiaolan Smart Technology Co., Ltd
2. Date of establishment: June 26, 2018
3. Registered address: room 01, 11th floor, building a, Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) building, Cangqian street, Yuhang District, Hangzhou, Zhejiang
Room 02
4. Legal representative: Chen Jian
5. Registered capital: RMB 80 million
6. Business scope: technology development, technical service, technical consultation, achievement transfer: Internet information technology
Technology, Internet of things technology, communication technology, data information technology, computer information system technology, e-commerce
Electronic products, computer software and hardware, computer system integration; Sales: computer hardware and software and accessories, electronics
Products (except electronic publications), washing equipment, household appliances, office automation equipment; Service: interior decoration
Repair design, decoration engineering construction, laundry; Advertising in China; Telecom value-added services; Food business.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
7. Contribution amount and proportion of Xiaolan wisdom:
Contribution amount and proportion of shareholders (%) (RMB 10000)
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) 4,720.00 59.00
Hangzhou Sipu Chenxi enterprise management consulting partnership (limited partnership) 100000 12.50
Hangzhou Xiongwei Technology Development Co., Ltd. 800.00 10.00
Hangzhou lanmi business consulting partnership (limited partnership) 800.00 10.00
Hangzhou jiuqianshe enterprise management partnership (limited partnership) 680.00 8.50
Total 800000 100.00
8. After inquiry, as of the date of this announcement, Xiaolan wisdom does not belong to the dishonest executee.
(II) main financial conditions
As of December 31, 2020, Xiaolan smart had total assets of 1254643 million yuan, total liabilities of 693277 million yuan and net assets of 561365 million yuan; In 2020, the operating revenue was 277967 million yuan and the total profit was -136463 million yuan
The net profit was -9.8395 million yuan. As of September 30, 2021, Xiaolan Smart’s total assets were 1608334
Million yuan, with total liabilities of 1043534 million yuan and net assets of 56.48 million yuan; From January to September 2021, business income
The income is 346071 million yuan, the total profit is 799400 yuan, and the net profit is 343500 yuan.
(III) contingencies
As of the date of this announcement, the company has provided RMB 250000 for Xiaolan wisdom’s bank comprehensive credit business
10000 yuan maximum guarantee. In addition, Xiaolan wisdom has no other matters such as guarantee, mortgage, litigation and arbitration.
3、 Main contents of guarantee
Due to the needs of business development, Xiaolan wisdom, the holding subsidiary of the company, plans to apply for comprehensive bank credit business in Bank Of Beijing Co.Ltd(601169) Hangzhou Science and Technology City sub branch for a period of three years, and the company will provide joint and several liability guarantee of RMB 10 million for the above comprehensive credit business; It is proposed to apply for comprehensive bank credit business in Xixi science and technology branch of Zhejiang Hangzhou Yuhang Rural Commercial Bank Co., Ltd. for a period of two years, and the company will provide joint and several liability guarantee of RMB 10 million for the above comprehensive credit business. Other shareholders of Xiaolan wisdom Hangzhou lanmi business consulting partnership (limited partnership), Hangzhou Sipu Chenxi enterprise management consulting partnership (limited partnership) and Hangzhou jiuqianshe enterprise management partnership (limited partnership) have provided irrevocable joint and several liability guarantee for the above financing matters according to their shareholding ratio in Xiaolan wisdom; Hangzhou Xiongwei Technology Development Co., Ltd. will perform its internal review procedures on the matter. After the internal review is passed, it will provide an irrevocable maximum joint and several liability guarantee for the matter.
4、 Opinions of the board of directors
After deliberation, the board of directors held that: due to the needs of business development, Xiaolan wisdom plans to apply for comprehensive bank credit business in Bank Of Beijing Co.Ltd(601169) Hangzhou Science and Technology City sub branch for a period of three years, and the company will provide joint and several liability guarantee of RMB 10 million for the above comprehensive credit business; It is proposed to apply for comprehensive bank credit business in Xixi science and technology branch of Zhejiang Hangzhou Yuhang Rural Commercial Bank Co., Ltd. for a period of two years, and the company will provide joint and several liability guarantee of RMB 10 million for the above comprehensive credit business. Other shareholders of Xiaolan wisdom Hangzhou lanmi business consulting partnership (limited partnership), Hangzhou Sipu Chenxi enterprise management consulting partnership (limited partnership) and Hangzhou jiuqianshe enterprise management partnership (limited partnership) have provided irrevocable joint and several liability guarantee for the above financing matters according to their shareholding ratio in Xiaolan wisdom; Hangzhou Xiongwei Technology Development Co., Ltd. will perform its internal review procedures on the matter. After the internal review, it will provide an irrevocable maximum joint and several liability guarantee for the matter, and Xiaolan wisdom does not provide a counter guarantee. Xiaolan wisdom is the holding subsidiary of the company. The company can effectively control its operation and management, finance, investment, financing and other aspects. The above guarantee matters do not violate the principle of fairness and reciprocity and do not harm the interests of the company. It is conducive to the company to support the holding subsidiary to expand financing channels, increase working capital credit line reserves and ensure the sustainable and steady development of the holding subsidiary, This guarantee will not bring greater risks to the company.
In conclusion, the board of directors agreed to the proposal on providing guarantee for holding subsidiaries, which does not need to be submitted to the general meeting of shareholders for deliberation.
5、 Opinions of independent directors
After deliberation, the independent directors of the company believe that the company’s joint and several liability guarantee for the comprehensive bank credit business of Xiaolan wisdom, the holding subsidiary, is mainly to ensure the normal needs of Xiaolan wisdom’s production and operation. This guarantee is the guarantee of the company for the holding subsidiary, which complies with relevant regulations, and its decision-making procedure is legal and effective. We agree with the company’s proposal on providing guarantee for holding subsidiaries, which does not need to be submitted to the general meeting of shareholders for deliberation.
6、 Accumulated external guarantees and overdue guarantees
Up to now, the total amount guaranteed by the company and its holding subsidiaries to entities outside the consolidated statements is 0 yuan, the comprehensive credit guarantee line of the company to its holding subsidiaries is 50 million yuan, and the actual guarantee balance is 381667 million yuan; Together with the new guarantee amount of 20 million yuan for Xiaolan wisdom, the holding subsidiary of the company, the company has provided a total guarantee amount of 70 million yuan to the holding subsidiary, accounting for 10.17% of the company’s audited net assets attributable to the shareholders of the listed company on December 31, 2020. Up to now, including this new guarantee, the company has no other external guarantee except for providing guarantee for the holding subsidiary, and the holding subsidiary has no external guarantee; The company and its holding subsidiaries also have no overdue guarantee, no guarantee involving litigation and no loss due to the judgment of losing the guarantee.
7、 Documents for future reference
1. Resolution of the second meeting of the Fourth Board of directors of the company.
2. Independent opinions of independent directors on matters related to the second meeting of the Fourth Board of directors. It is hereby announced.
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) board of directors March 12, 2022
