Stock abbreviation: Unisplendour Corporation Limited(000938) Stock Code: Unisplendour Corporation Limited(000938) Announcement No.: 2022018
Unisplendour Corporation Limited(000938)
Announcement on providing guarantee for subsidiaries to suppliers
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
Ziguang digital (Suzhou) Group Co., Ltd. (hereinafter referred to as “Suzhou Ziguang digital”) is a wholly-owned subsidiary of Unisplendour Corporation Limited(000938) Co., Ltd. (hereinafter referred to as “the company”) engaged in it distribution business, and Ziguang Computer Technology Co., Ltd. (hereinafter referred to as “Ziguang computer”) is a holding subsidiary of the company engaged in R & D, production and sales of commercial computing terminals. In order to ensure the smooth development of the subsidiary’s business, it is proposed to provide the following joint and several liability guarantee for the credit line applied by Suzhou Ziguang digital and Ziguang computer to the supplier:
Serial No. guarantor guarantor secured party Secured Amount Secured period
Two years from the date of expiration of the debt performance period agreed in the guaranteed transaction; Lenovo (Beijing) letter does not exceed the performance period of the guaranteed transaction in RMB. The date when the first company Suzhou Ziguang Digital Information Technology Co., Ltd. expires at 100 million yuan is earlier than the last day of the main creditor’s right period, that is, June 30, 2025, The guarantee period shall be extended to two years from July 1, 2025
2. The controllable information output of Ziguang computer Zhongke of the company shall not exceed RMB, which shall be jointly determined by the guarantor, the guaranteed and the guarantor of 4 million yuan of Guarantee Industry Co., Ltd
3. Ziguang Computer Shenzhen baoxinchuang Technology Co., Ltd. will not exceed RMB, which will be jointly negotiated and determined by the guarantor, the guaranteed and the guarantor of 30 million yuan
At the same time, the board of directors authorized the president of the company to decide on the guarantee period of each guarantee provided for Ziguang computer. After the above guarantee agreement is signed and takes effect, the 2019 annual general meeting of shareholders of the company approved that the guarantee provided by the company to Lenovo (Beijing) Information Technology Co., Ltd. for Suzhou Ziguang digital not exceeding RMB 80 million shall be terminated accordingly.
The above guarantee matters have been deliberated and approved at the 9th meeting of the 8th board of directors of the company and do not need to be deliberated and approved by the general meeting of shareholders of the company. 2、 Basic information of the guaranteed
1. Ziguang digital (Suzhou) Group Co., Ltd
Suzhou Ziguang digital, a 100% wholly-owned subsidiary of the company, was established on May 3, 2012 with a registered capital of RMB 1 million. Its domicile is room 2201, No. 99, nantiancheng Road, high-speed railway new town, Xiangcheng District, Suzhou. Its legal representative is Li Jing. Its main business is: Sales of computers and raw and auxiliary materials, instruments and meters, mechanical equipment and spare parts; Computer network installation and system integration, computer software and hardware technology development, technical consultation, technology transfer, technical training, etc. Suzhou Ziguang digital is not a dishonest person.
As of December 31, 2021, the total audited assets of the company are 64752797 million yuan, the total liabilities are 39354171 million yuan (bank loans are 1826837 million yuan, the total current liabilities are 3787569 million yuan), and the net assets attributable to the owners of the parent company are 23547017 million yuan; In 2021, the operating income was 21219981900 yuan, the total profit was 361317600 yuan, and the net profit attributable to the owner of the parent company was 264651900 yuan. Up to now, the company’s external guarantee balance is 120 million yuan, all of which are guarantees provided to its subsidiaries.
The structure chart of the property right and control relationship of the guaranteed is as follows:
Tsinghua University
100%
Tsinghua Holding Co., Ltd
51%
Ziguang Group Co., Ltd
100%
Beijing Ziguang Communication Technology Group Co., Ltd
100%
Tibet Ziguang communication Investment Co., Ltd
46.45%
Unisplendour Corporation Limited(000938)
100%
Ziguang digital (Suzhou) Group Co., Ltd
2. Ziguang Computer Technology Co., Ltd
Ziguang computer, a 51% holding subsidiary of the company, was established on June 30, 2020 with a registered capital of RMB 500 million. Its domicile is building 10, tianjianhu intelligent networking Industrial Park, No. 173, Fengxiang West Street, Zhengzhou high tech Industrial Development Zone. Its legal representative is Huang Huihua. It is mainly engaged in the R & D, production and sales of commercial computing terminals. Shareholders: the company holds 51% of its shares and is its controlling shareholder, Zhengzhou zhongrongchuang Industrial Investment Co., Ltd. holds 30% of its equity, Tianjin Houtai enterprise management partnership (limited partnership), Tianjin Houyu enterprise management partnership (limited partnership) and Tianjin Houyi enterprise management partnership (limited partnership) hold 4.5% of its equity respectively, and Tianjin Houzhen enterprise management partnership (limited partnership) holds 3.3% of its equity, Zhengzhou Zihui enterprise management center (limited partnership) holds 2.2% of its equity.
Ziguang computer is not a dishonest person.
As of December 31, 2021, the total audited assets of the company are 8556047 million yuan, the total liabilities are 4310256 million yuan (bank loans are 0 million yuan, the total current liabilities are 3769924 million yuan), and the net assets are 4245792 million yuan; In 2021, the operating revenue was 904906100 yuan, the total profit was 14199500 yuan, and the net profit was 31163700 yuan.
The structure chart of the property right and control relationship of the guaranteed is as follows:
Tsinghua University
100%
Tsinghua Holding Co., Ltd
51%
Ziguang Group Co., Ltd
100%
Beijing Ziguang Communication Technology Group Co., Ltd
100%
Tibet Ziguang communication Investment Co., Ltd
46.45%
Unisplendour Corporation Limited(000938)
51%
Ziguang Computer Technology Co., Ltd
3、 Main contents of the guarantee agreement 1. The company provides guarantee for Suzhou Ziguang digital to Lenovo (Beijing) Information Technology Co., Ltd. (1) guarantee method: joint and several liability guarantee (2) guarantee amount: no more than RMB 100 million (3) guarantee period: two years from the expiration of the debt performance period agreed in the guaranteed transaction; When the expiration date of the guaranteed transaction is earlier than the last day of the main creditor’s right period, i.e. June 30, 2025, the guarantee period will be extended to two years from July 1, 2025. 2. The company provides guarantee for Ziguang computer to China Science and technology controllable Information Industry Co., Ltd. (1) guarantee method: with liability guarantee (2) guarantee amount: no more than RMB 4 million (3) guarantee period: it will be guaranteed by the guarantor The guaranteed and the secured party shall jointly negotiate and determine. 3. The company shall provide guarantee for Ziguang computer to Shenzhen baoxinchuang Technology Co., Ltd. (1) guarantee method: joint and several liability guarantee (2) guarantee amount: no more than 30 million yuan (3) guarantee period: the guarantor, the guaranteed and the secured party shall jointly negotiate and determine. 4. Opinions of the board of directors on the above guarantee
Suzhou Ziguang digital is a wholly-owned subsidiary of the company, mainly engaged in it distribution business; Ziguang computer is a 51% holding subsidiary of the company, mainly engaged in the R & D, production and sales of commercial computing terminals. Providing guarantee for the credit line applied by the above subsidiaries to suppliers will help them obtain better supplier credit line and credit accounting period, promote the further expansion of relevant business, and facilitate the healthy and rapid development of their business. The board of directors of the company believes that Suzhou Ziguang digital and Ziguang computer have sound internal control system, stable market environment and the ability to continue operation and repay debts. In addition, it is a subsidiary of the company, and the company can effectively control risks. Therefore, the board of directors of the company agreed to provide guarantee for Suzhou Ziguang digital and Ziguang computer.
Ziguang computer will provide full joint and several liability counter guarantee. Other shareholders of Ziguang computer did not provide counter guarantee according to the shareholding ratio. 5、 Accumulated external guarantees and overdue guarantees
Up to now, the total guarantee amount of the company and its subsidiaries is RMB 5294 million and US $749.33 million (including the above guarantee), accounting for 33.62% of the owner’s equity attributable to the parent company after the audit at the end of 2021. Up to now, the external guarantee balance of the company and its subsidiaries is RMB 3005 million and US $603.33 million (excluding the above guarantee), accounting for 22.87% of the owner’s equity attributable to the parent company after the audit at the end of 2021; Among them, the balance of guarantee provided to units outside the consolidated statements is US $27 million, accounting for 0.57% of the owner’s equity attributable to the parent company after the audit at the end of 2021. The company and its subsidiaries have no overdue guarantee, no guarantee involving litigation and the losses that should be borne due to the judgment of losing the guarantee. 6、 Documents for future reference
1. Resolution of the 9th meeting of the 8th board of directors of the company 2. Copy of 2021 financial statement and business license of Suzhou Ziguang digital 3. Copy of 2021 financial statement and business license of Ziguang computer
It is hereby announced.
Unisplendour Corporation Limited(000938)
Board of directors
March 26, 2022
