Securities code: Guangdong Golden Glass Technologies Limited(300093) securities abbreviation: Guangdong Golden Glass Technologies Limited(300093) Announcement No.: 2022039 Guangdong Golden Glass Technologies Limited(300093)
Announcement on the guarantee provided by the company and the controlling shareholder for the holding subsidiary and the mutual guarantee of the subsidiary
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.
Wujiang Guangdong Golden Glass Technologies Limited(300093) (hereinafter referred to as "the company") holding subsidiary Wujiang Guangdong Golden Glass Technologies Limited(300093) Technology Co., Ltd. (hereinafter referred to as "Wujiang King Kong") and Suzhou King Kong fireproof steel profile System Co., Ltd. (hereinafter referred to as "Suzhou profile") intend to apply for working capital loan business of 50 million yuan and 70 million yuan respectively from Bank Of Jiangsu Co.Ltd(600919) Kunshan sub branch (hereinafter referred to as " Bank Of Jiangsu Co.Ltd(600919) ") according to the needs of daily business development, The loan term is 12 months. The company and the controlling shareholder Guangdong ouhao Group Co., Ltd. (hereinafter referred to as "ouhao group") signed the maximum guarantee contract with Bank Of Jiangsu Co.Ltd(600919) to provide joint and several liability guarantee for the debts of Suzhou profile and Wujiang Jingang in Bank Of Jiangsu Co.Ltd(600919) of 70 million yuan and 50 million yuan. At the same time, the subsidiaries provided mutual guarantee and signed the corresponding maximum mortgage contract.
The guarantee provided by the controlling shareholder ouhao group free of charge constitutes a connected transaction. The company held the 16th meeting of the seventh board of directors on March 25, 2022 and deliberated and adopted the proposal on the guarantee provided by the controlling shareholder for the subsidiary's application for bank credit. Mr. Li Xuefeng and Ms. sun Shuang, the company's affiliated directors, avoided voting. This affiliated transaction is not a major affiliated transaction stipulated in the articles of association, Shenzhen Stock Exchange GEM Listing Rules and other relevant laws and regulations, and does not need to be submitted to the general meeting of shareholders for deliberation. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments. The relevant contents are hereby announced as follows:
1、 Overview of guarantee
Guangdong Golden Glass Technologies Limited(300093) (hereinafter referred to as "the company") held the second meeting of the seventh board of directors on April 26, 2021 and the resolution of the 2020 annual general meeting of shareholders on May 19, 2021, deliberated and approved the proposal on the company's provision of guarantee for wholly-owned subsidiaries and holding subsidiaries, and agreed that the company would provide guarantee for the company's subsidiary Wujiang Guangdong Golden Glass Technologies Limited(300093) Technology Co., Ltd. (hereinafter referred to as "Wujiang King Kong") Suzhou King Kong fireproof steel profile System Co., Ltd. (hereinafter referred to as "Suzhou profile"), Shenzhen King Kong intelligent commercial factoring Co., Ltd. and Guangdong King Kong Special Glass Engineering Co., Ltd. provide guarantee when applying for comprehensive credit and daily business needs from the bank. The guarantee period is from the date of deliberation and approval of this proposal at the 2020 annual general meeting to the date of holding the 2021 annual general meeting. Authorize the management of the company and its subsidiaries to handle the guarantee matters within this limit, specific application matters and sign relevant documents. The specific allocation of guarantee amount is as follows:
No. guarantee amount of subsidiary of the guaranteed company (10000 yuan)
1. Holding subsidiary of Wujiang Guangdong Golden Glass Technologies Limited(300093) Technology Co., Ltd. 20000
2 Suzhou Jingang fireproof steel profile System Co., Ltd. holding subsidiary 30000
3. Shenzhen King Kong intelligent commercial factoring Co., Ltd. wholly owned subsidiary 10000
4 Guangdong Jingang special glass Engineering Co., Ltd. holding subsidiary 5000
Total 65000
For details, see the announcement on the company providing guarantees for wholly-owned subsidiaries and holding subsidiaries (2021033) disclosed by the company.
2、 Guarantee progress
(I) Wujiang Jingang plans to apply to Bank Of Jiangsu Co.Ltd(600919) for working capital loan business according to the needs of daily business development. The loan amount is RMB 50 million, the loan term is 12 months, and the guarantee method is:
1. Ouhao group and Guangdong Golden Glass Technologies Limited(300093) provide joint and several liability guarantee;
2. Provide mortgage guarantee for industrial land and real estate under the name of Suzhou profile (real estate property right certificate No.: Su (2018) Wujiang District real estate property right No. 9037792, with a land area of 6775 square meters and a real estate area of 669629 square meters; Su (2022) real estate property right No. 9014093, Wujiang District, Suzhou, with a land area of 147582 square meters and a building area of 1454406 square meters).
(II) Suzhou profile shall apply to Bank Of Jiangsu Co.Ltd(600919) for working capital loan business according to the needs of daily business development. The loan amount is RMB 70 million and the loan term is 12 months. The guarantee method is:
1. Ouhao group provides joint and several liability guarantee;
2. Provide mortgage guarantee for industrial land and real estate under the name of Wujiang King Kong (real estate property right certificate No.: Su (2017) Wujiang District real estate property right No. 9076446, land area of 40028 square meters and real estate area of 3810336 square meters).
Ouhao group, the company and Bank Of Jiangsu Co.Ltd(600919) signed the maximum guarantee contract. Ouhao group and the company provided joint and several liability guarantee for Wujiang King Kong's debt of 50 million yuan in Bank Of Jiangsu Co.Ltd(600919) and ouhao group provided joint and several liability guarantee for Suzhou profile's debt of 70 million yuan in Bank Of Jiangsu Co.Ltd(600919) and the subsidiaries provided mutual guarantee and signed the corresponding maximum mortgage contract. The above guarantee matters are within the limit and validity period deliberated and approved by the company's 2020 annual general meeting of shareholders. The guarantee between Suzhou profile and Wujiang King Kong has been deliberated and approved by the general meeting of shareholders of the subsidiary. The company will strictly examine and approve guarantee contracts to control risks. 3、 Basic information of the guaranteed
(I) Wujiang Guangdong Golden Glass Technologies Limited(300093) Technology Co., Ltd
Address: No. 89, Panlong Road, Wujiang Economic and Technological Development Zone
Legal representative: Yan Chunlai
Registered capital: 22 million US dollars
Company type: limited liability company (joint venture between Taiwan, Hong Kong, Macao and China)
Business scope: R & D and production of high-grade environmental protection decoration materials; High strength cesium potassium fireproof glass, explosion-proof glass, high-strength low radiation coated fireproof glass, Cecep Solar Energy Co.Ltd(000591) photovoltaic building integrated system design and component manufacturing, engineering installation consulting and after-sales service; Road general cargo transportation; Sales of self-produced products of the company (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Shareholding ratio: 100% (75% directly held and 25% indirectly held through Hong Kong Phoenix High Tech Investment Co., Ltd., a wholly-owned subsidiary)
Date of establishment: October 20, 2010
As of September 30, 2021, Wujiang King Kong had total assets of 445181500 yuan, total liabilities of 318012900 yuan, net assets of 1271686 million yuan, operating income of 803604 million yuan and net profit of -102786 million yuan. (Unaudited)
Wujiang Guangdong Golden Glass Technologies Limited(300093) Technology Co., Ltd. is not a dishonest executee, and its operation, finance and credit are in good condition.
(II) Suzhou Jingang fireproof steel profile System Co., Ltd
Address: No. 89, Panlong Road, Wujiang Economic and Technological Development Zone
Legal representative: Yan Chunlai
Registered capital: USD 52 million
Company type: limited liability company (joint venture between Taiwan, Hong Kong, Macao and China)
Business scope: R & D, design, testing, manufacturing and installation of precision steel fire-proof profiles, high-strength light energy-saving fire-proof profiles, steel fire-proof curtain walls, doors and windows, indoor partition frame systems, fire-proof hardware accessories and accessories, control systems, and sales of self-produced products of the company.
Shareholding ratio: 100% (60% directly, 40% indirectly through the wholly-owned subsidiary Hong Kong Phoenix High Tech Investment Co., Ltd.)
Date of establishment: June 4, 2012
As of September 30, 2021, Suzhou profile has total assets of 728733200 yuan, total liabilities of 432698900 yuan, net assets of 296034200 yuan, operating income of 1683311 million yuan and net profit of 262168 million yuan.
Suzhou Jingang fireproof steel profile System Co., Ltd. is not a dishonest executee, and its operation, finance and credit are in good condition.
4、 Basic information of related parties
Company name: Guangdong ouhao Group Co., Ltd
Registered address: room 701, No. 185, Haibin Road, Nansha District, Guangzhou (for office use only)
Legal representative: Zhang Dongliang
Unified social credit Code: 91440606ma4umdxw94
Enterprise type: limited liability company (foreign-invested enterprise and domestic joint venture)
Business term: from March 10, 2016 to no fixed term
Business scope: house leasing; Enterprise financial advisory services; Investment advisory services; Network information technology promotion services; Software technology promotion services; Corporate image planning services; Planning creative services; Marketing planning services; Social legal consultation; Legal document agency; Interior decoration and decoration; Interior decoration design services; Retail trade of commodities (excluding licensed commodities); Wholesale of building materials and decoration materials; Self owned capital investment of the enterprise; Retail of wood decorative materials; Business consulting services; Retail of metal decoration materials; Trade advisory services; Furniture design services; Metal structure design services; advertising; Commodity wholesale trade (except for licensed and approved commodities); Enterprise management consulting services; Trade agency; Design and consulting services of building materials; Technology intermediary services; Scientific and technological information consulting services; Internet commodity sales (excluding licensed and approved commodities); Internet commodity retail (excluding licensed commodities); Food management; Wholesale of alcohol; Alcohol retail.
Main financial data of ouhao group (Unaudited): as of June 30, 2021, the total assets were 4.397 billion yuan, the total liabilities were 1.817 billion yuan, the net assets were 2.58 billion yuan, the main business income was 4.18 million yuan and the net profit was 1.09 million yuan.
Ouhao group is the controlling shareholder of the company. According to the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules, ouhao group is an affiliated legal person of the company, and this guarantee constitutes a connected transaction. The above-mentioned related parties do not belong to dishonest Executees.
5、 Main contents of guarantee agreement
(1) Guarantee item I
1. Creditor: Bank Of Jiangsu Co.Ltd(600919)
2. Debtor: Wujiang Guangdong Golden Glass Technologies Limited(300093) Technology Co., Ltd
3. Guarantor: Guangdong ouhao Group Co., Ltd. Guangdong Golden Glass Technologies Limited(300093) , Suzhou Jingang fireproof steel profile System Co., Ltd
4. Guarantee amount: 50 million
5. Guarantee mode: joint and several liability guarantee
6. Guarantee scope: the guarantee scope of the guarantor under this contract covers all debts incurred by the debtor under the main contract, including but not limited to principal, interest, compound interest, penalty interest, handling fees, liquidated damages, damages, lawyer's fees, notarization fees, taxes, legal fees, travel expenses, evaluation fees, auction fees, property preservation fees, enforcement fees, announcement fees, service fees Appraisal fee and other relevant expenses paid by the creditor to realize the creditor's rights. For the part that actually exceeds the maximum amount due to the change of exchange rate, the guarantor shall voluntarily bear the guarantee liability. 7. Guarantee period: from the effective date of the contract to the expiration of three years after the maturity (including extension maturity) of the debt under the main contract.
(2) Guarantee item II
1. Creditor: Bank Of Jiangsu Co.Ltd(600919)
2. Debtor: Suzhou Jingang fireproof steel profile System Co., Ltd
3. Guarantor: Guangdong ouhao Group Co., Ltd., Wujiang Guangdong Golden Glass Technologies Limited(300093) Technology Co., Ltd
4. Guarantee amount: 70 million
5. Guarantee mode: joint and several liability guarantee
6. Guarantee scope: the guarantee scope of the guarantor under this contract covers all debts incurred by the debtor under the main contract, including but not limited to principal, interest, compound interest, penalty interest, handling fees, liquidated damages, damages, lawyer's fees, notarization fees, taxes, legal fees, travel expenses, evaluation fees, auction fees, property preservation fees, enforcement fees, announcement fees, service fees Appraisal fee and other relevant expenses paid by the creditor to realize the creditor's rights. For the part that actually exceeds the maximum amount due to the change of exchange rate, the guarantor shall voluntarily bear the guarantee liability. 7. Guarantee period: from the effective date of the contract to the expiration of three years after the maturity (including extension maturity) of the debt under the main contract.
6、 Accumulated external guarantees and overdue guarantees
After the guarantee is provided, the total amount of guarantee provided by the company to subsidiaries is 770 million yuan, accounting for 151.27% of the audited net assets in 2020. The actual amount of guarantee provided by the company to subsidiaries is 239 million yuan, accounting for 46.95% of the audited net assets in 2020. All the above guarantees are provided by the company to subsidiaries and subsidiaries, without overdue guarantee amount and external guarantee.
7、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
1. From the beginning of the year to the disclosure date, the total amount of various connected transactions with the connected person (including other connected persons controlled by the same subject or having a control relationship with each other) is RMB 425076 million (excluding loans). 2. The total amount of the company's accumulated borrowings from the controlling shareholders does not exceed RMB 500 million. The actual amount of the borrowings from the beginning of the year to the disclosure date is RMB 125 million, and the interest generated from the beginning of the year to the disclosure date is RMB 3.8371 million (including the interest generated from the borrowings in 2021).
8、 Prior approval opinions of independent directors
Wujiang King Kong and Suzhou profile are the holding subsidiaries of the company. The company and the controlling shareholders of the company provide joint and several liability guarantee for the subsidiary to apply for bank credit, which meets the needs of actual operation and management. Wujiang King Kong and Suzhou profiles have excellent assets, and the company's products and technology have good application prospects. The company and its controlling shareholders provide them with
