Securities code: Zhang Xiaoquan Inc(301055) securities abbreviation: Zhang Xiaoquan Inc(301055) Announcement No.: 2022011 Zhang Xiaoquan Inc(301055)
Announcement on the forecast of guarantee amount in 2022
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.
Zhang Xiaoquan Inc(301055) (hereinafter referred to as "the company") held the 9th meeting of the second board of directors on March 11, 2022, deliberated and adopted the proposal on the prediction of the guarantee amount in 2022, and now the relevant matters are announced as follows:
1、 Overview of guarantee
According to the company's business development and production and operation needs, the company and its holding subsidiaries plan to provide guarantees for the company's wholly-owned and holding subsidiaries in 2022. The guarantee situations include: the company provides guarantees for wholly-owned and holding subsidiaries, and the company provides guarantees for wholly-owned and holding subsidiaries. The guarantee methods include but are not limited to guarantee, mortgage, pledge, etc., and the guarantee period is determined according to the contract finally signed with the financial institution. The company plans to increase the guarantee amount of RMB 100 million in 2022, and the cumulative guarantee amount shall not exceed RMB 122 million. The details are as follows:
Unit: 10000 yuan
Bear
Percentage of guaranteed amount
Recently, as of the time of reviewing whether the listed company with the newly increased guarantee amount in Japan is the guarantor or not, the guaranteed party holds the guarantee balance of the first period of assets, the proportion of net assets, related stock assets, liabilities and assets in the recent period, and the guarantee ratio
example
Zhang Xiaoquan Inc(301055) shares Hangzhou Zhang Xiao
1 Limited public spring e-commerce 100 27.57% 4000 China Vanke Co.Ltd(000002) 000000000 5.81% no Secretary limited%
department
Zhang Xiaoquan Inc(301055) guyangjiang Zhang
2 copies of Koizumi smart 100 44.23% 08000000000 11.07% no company manufacturing Co., Ltd%
company
2、 Basic information of the guaranteed
The basic information of the guarantor to be added in 2022 is as follows:
(I) Yangjiang Zhang Xiaoquan Inc(301055) Intelligent Manufacturing Co., Ltd
Name of the guaranteed: Yangjiang Zhang Xiaoquan Inc(301055) Intelligent Manufacturing Co., Ltd
Company domicile: building b3-1-2e, Yinling science and Technology Industrial Park, Jiangcheng, Yangjiang City
Legal representative: Xia Qianliang
The registered capital is RMB 255 million
Business scope: production and manufacturing of knives and scissors, daily metal products, cooking utensils, metal wires and their products, nail shooters, light steel keel, household appliances, thermal insulation containers, daily plastic products, daily glass products, daily ceramic products, bamboo products woodwork; R & D and application of intelligent hardware technology; Technical development, technical consultation and achievement transfer of hardware products; Brand management; Wholesale and retail: knives and scissors and their accessories, daily hardware, daily general merchandise and hardware products; 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)
Equity structure Zhang Xiaoquan Inc(301055) holding 100%
Wholly owned subsidiary related to the company
As of December 31, 2020, the audited total assets of Yangjiang Zhang Xiaoquan Inc(301055) Intelligent Manufacturing Co., Ltd. were 246387600 yuan (the same below), the total liabilities were 198770600 yuan, and the net assets were 47.617 million yuan; In 2020, the operating revenue is 0.00 yuan, the total profit is -815200 yuan, and the net profit is -815200 yuan.
As of December 31, 2021, the audited total assets of Yangjiang Zhang Xiaoquan Inc(301055) Intelligent Manufacturing Co., Ltd. are RMB 436764000 (the same below), the total liabilities are RMB 193168800, and the net assets are RMB 243595200; In 2021, the operating revenue was 50200 yuan, the total profit was -9021800 yuan, and the net profit was -9021800 yuan.
According to the query results of China executive information disclosure network, Yangjiang Zhang Xiaoquan Inc(301055) Intelligent Manufacturing Co., Ltd. does not have the situation of being executed in breach of faith and does not belong to the person to be executed in breach of faith.
(II) Hangzhou e-commerce Co., Ltd
Name of the guaranteed: Hangzhou Zhang Xiaoquan Inc(301055) e-commerce Co., Ltd
Address: room 1001, building 1, No. 5-4, Yunhe Road, Chongxian street, Linping District, Hangzhou City, Zhejiang Province
Legal representative: Xia Qianliang
The registered capital is 70 million yuan
General items of business scope: Internet sales (except the sale of goods requiring license); Wholesale of daily necessities; Wholesale of kitchenware, sanitary ware and daily sundries; Wholesale of cosmetics; Sales of daily necessities; Sales of daily necessities; Sales of daily necessities; Sales of metal tools; Household goods sales; Sales of household appliances; Sales of daily chemical products; Sales of plastic products; Cosmetics retail; Information technology consulting services; Import and export of goods (except for items subject to approval according to law, carry out business activities independently according to law with business license).
Equity structure Zhang Xiaoquan Inc(301055) holding 100%
Wholly owned subsidiary related to the company
As of December 31, 2020, the audited total assets of Hangzhou Zhang Xiaoquan Inc(301055) e-commerce Co., Ltd. were RMB 1578423 million (the same below), the total liabilities were RMB 186477 million and the net assets were RMB 1391947 million; In 2020, the operating revenue was 274959600 yuan, the total profit was 687792 million yuan, and the net profit was 522171 million yuan.
As of December 31, 2021, the audited total assets of Hangzhou Zhang Xiaoquan Inc(301055) e-commerce Co., Ltd. are RMB 1454896 million (the same below), the total liabilities are RMB 401223 million, and the net assets are RMB 1053673 million; In 2021, the operating revenue was 3619289 million yuan, the total profit was 677162 million yuan, and the net profit was 511727 million yuan.
According to the query results of China executive information disclosure network, Hangzhou Zhang Xiaoquan Inc(301055) e-commerce Co., Ltd. does not have the situation of being executed in bad faith, and does not belong to the person being executed in bad faith.
3、 Main contents of the guarantee agreement
Important terms in the guarantee agreement, such as guarantee method, guarantee amount, guarantee period and guarantee rate, shall be negotiated and determined by the company, holding subsidiaries and relevant financial institutions within the above limit, and relevant contracts shall be signed. Relevant guarantee matters shall be subject to the officially signed guarantee documents.
4、 Description of guarantee for the guaranteed
The proposed new guarantee amount is mainly to meet the capital needs of the company's holding subsidiaries for production, operation and business development.
Description of guarantee of holding subsidiaries: the guaranteed party is a wholly-owned or holding subsidiary of the company, and the company has control over its operation, management and finance. The risk is within the company's control, and no counter guarantee measures are set separately.
5、 Accumulated amount of external guarantee and overdue guarantee
If the expected matters of this guarantee are approved (calculated according to the upper limit of the guarantee amount), the total amount of external guarantee of the company and its wholly-owned and holding subsidiaries (excluding the guarantee for the holding subsidiaries) is 0 yuan based on the total amount of the guarantee contract signed by the company and its wholly-owned and holding subsidiaries as of February 28, 2022 plus the new guarantee amount considered this time; The total amount of guarantee provided by the company to wholly-owned and holding subsidiaries is RMB 122 million; The total amount of guarantee between the company's wholly-owned and holding subsidiaries is 0 yuan. The above three guarantees account for 0%, 16.88% and 0% of the audited net assets attributable to the shareholders of the parent company at the end of 2021 respectively. Up to now, the company and its subsidiaries within the scope of consolidated statements have no overdue external guarantee, no external guarantee involving litigation and the amount of loss that should be borne due to the judgment of losing the guarantee.
6、 Validity period and authorization of the resolution
The guarantee amount is valid within one year from the date of deliberation and approval by the board of directors, and the general manager of the company and his authorized person are authorized to handle specific guarantee matters within the scope of the guarantee amount and sign relevant agreements and documents. The authorization period is the same as the validity period of the resolution.
7、 Independent opinions expressed by independent directors
(I) independent opinions on the external guarantee of the company
After careful understanding and verification of the company's external guarantee during the reporting period, we believe that:
During the reporting period, the company was able to strictly abide by the relevant laws and regulations of the CSRC, prudently deal with matters related to external guarantee, timely disclose information, fully reveal and effectively control the risk of external guarantee.
The guarantee provided by the company for its subsidiaries is to meet the needs of the company's actual production and operation, and there is no damage to the interests of the company's shareholders. The guarantee decision shall be approved by the board of directors, and the guarantee decision-making procedure shall comply with the provisions of relevant laws and regulations.
During the reporting period, the company's actual total external guarantee was 4 million yuan, of which the company's guarantee to its subsidiaries was 4 million yuan. The total amount of actual guarantee accounts for 0.55% of the company's net assets in the 2021 consolidated statement. The company does not provide guarantee for any unincorporated unit or individual, nor does the controlling shareholder and other related parties force the company to provide guarantee.
(II) independent opinions on the prediction of guarantee amount in 2022
The company plans to provide guarantee for the holding subsidiary, which will help to meet the capital needs of its business development and is in line with the long-term interests of the company. The contents and decision-making procedures of the above guarantee matters of the company comply with the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 - standardized operation of GEM listed companies and the articles of association, and there is no situation that damages the interests of the company and shareholders.
8、 Documents for future reference
1. Resolutions of the ninth meeting of the second board of directors of the company;
2. Independent opinions of independent directors on matters related to the ninth meeting of the second board of directors of the company.
It is hereby announced.
Zhang Xiaoquan Inc(301055)
