Securities code: Dayu Water-Saving Group Co.Ltd(300021) securities abbreviation: Dayu Water-Saving Group Co.Ltd(300021) Announcement No.: 2022041 bond Code: 123063 bond abbreviation: Dayu convertible bond
Dayu Water-Saving Group Co.Ltd(300021)
External guarantee announcement
The company and all members of its board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of guarantee
Dayu Water-Saving Group Co.Ltd(300021) (hereinafter referred to as "the company") convened the 63rd (Interim) meeting of the 5th board of directors on March 25, 2022, deliberated and adopted the proposal on providing guarantee for bank loans of holding subsidiaries, It is agreed that the company will provide guarantee for the holding subsidiary Beijing huitu Technology (Group) Co., Ltd. (hereinafter referred to as "huitu technology") to apply for a bank loan of RMB 20 million from Xiamen International Bank Co., Ltd. Beijing Branch for a period of three years, with the interest rate agreed by both parties. Yan Liqun, a related director, avoided voting. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, after the proposal is considered and approved by the board of directors, it needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Basic information of the guaranteed
Name of the guaranteed: Beijing huitu Technology (Group) Co., Ltd
Registered address: room B01, second floor, building 7, No. 91, West Third Ring North Road, Haidian District, Beijing
Unified social credit Code: 9111010871876908
Registered capital: 243285687 yuan
Date of establishment: March 14, 2000
Legal representative: Liao Huaxuan
Enterprise type: other joint stock limited companies (unlisted)
Business scope: technology development, technology transfer, technical training, technical service and technical consultation; Computer software development; Undertake computer network engineering; Sales of computer software, hardware and peripheral equipment; Basic software services; Application software services; Computer system services; Data processing; Sales of computers, software and auxiliary equipment, general equipment, special equipment, electronic products, mechanical equipment, communication equipment, instruments and meters and culture, office machinery, chemical products (excluding dangerous chemicals and class I precursor chemicals), hardware, electricity and cultural products; Grade II professional contracting of electronic and intelligent engineering; Hydrogeological survey and survey services; Geological survey services of groundwater resources; Water and soil conservation and protection; Flood control management; Water saving management; Water pollution control; Geological disaster control; Production of hydrological instruments and geotechnical instruments
Relationship with the company: the company holds 131109706 shares of huitu technology directly and indirectly through Xinyu Hongsheng investment partnership (limited partnership), accounting for 53.89%. Among them, the company directly holds 128109706 shares of huitu technology, accounting for 52.66%; The company indirectly holds 3000000 shares of huitu technology through Xinyu Hongsheng, accounting for 1.23%.
Financial indicators:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Total assets 64184327542553
Total liabilities 25857412794806
Net assets 3832691 477.47
Asset liability ratio 40.29% 37.05%
Project from January to September 2021 to 2020
Operating income 22024922078907
Total profit 113.96305553
Net profit 279.54318263
Note: the above 2020 data have been audited by accounting firms, and the data from January to September 2021 have not been audited.
Huitu technology is not a dishonest person.
3、 Main contents of the guarantee agreement
As of the disclosure date of this announcement, the company has provided guarantee for huitu technology's application for bank loan. The loan and guarantee contract has not been signed. The specific terms are subject to the signed guarantee contract, and the final actual total guarantee will not exceed the guarantee amount granted this time.
The company will timely disclose the corresponding progress announcement according to the actual progress of the above guarantee matters.
4、 Approval procedure
1. Opinions of the board of directors
The company directly holds and indirectly holds 53.76% equity of huitu technology through Xinyu Hongsheng, and is the controlling shareholder of huitu technology. Other shareholders of huitu technology did not provide the same proportion of guarantee this time, which is mainly due to the high shareholding ratio of the company to huitu technology, the large number of other shareholders of huitu technology, scattered shareholding and low shareholding ratio; Huitu technology's application for bank loan is guaranteed by the company to meet the daily production and operation needs of huitu technology and in line with the company's development strategy. The risk of this guarantee is controllable and will not bring significant financial risks and adverse effects to the company, and there is no situation damaging the interests of the company and minority shareholders. In the deliberation and decision-making process of the board of directors on this guarantee, it complies with the requirements of relevant laws, regulations, the articles of association and other systems, and agrees to provide external guarantee for huitu technology's loan.
2. Opinions of independent directors
The independent directors believe that the company's decision to provide guarantee to the bank loan for the holding subsidiary Beijing huitu Technology (Group) Co., Ltd. is made by the company according to its own development and complies with the corresponding decision-making and approval procedures.
The guarantee amount is legal and compliant, the risk is controllable, and there is no indication that the company may bear the guarantee liability due to the debt default of the guaranteed party, nor does it damage the interests of the company's shareholders or cause the loss of the company's assets. Therefore, we agree that the company will provide guarantee for the above bank loans.
5、 Accumulated external guarantee quantity and overdue guarantee quantity
As of March 28, 2022, the external guarantee amount approved by the company and its holding subsidiaries is 2042.5 million yuan. As of the disclosure date of this announcement, the total external guarantee of the company and its holding subsidiaries was 1102.5 million yuan, accounting for 66.47% of the audited net assets of the company as of December 31, 2020; The actual external guarantee balance of the company and its holding subsidiaries was 775958 million yuan, accounting for 46.78% of the audited net assets of the company as of December 31, 2020. Among them, the guarantee balance provided by the company and its holding subsidiaries to units outside the consolidated statements is 20 million yuan, accounting for 1.21% of the audited net assets of the company as of December 31, 2020, which provides counter guarantee for the company to Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) technology Financing Guarantee Co., Ltd. and Beijing shouchuang Financing Guarantee Co., Ltd. on the application for bank loan by huitu technology, the holding subsidiary.
As of the disclosure date of this announcement, the company and its holding subsidiaries have no overdue external guarantee, no external guarantee involving litigation and no loss due to the judgment of losing the guarantee.
6、 Documents for future reference
1. Resolution of the 63rd (Interim) meeting of the 5th board of directors of the company.
2. Independent opinions of independent directors on matters related to the 63rd (Interim) meeting of the Fifth Board of directors of the company.
It is hereby announced.
Dayu Water-Saving Group Co.Ltd(300021) board of directors March 28, 2022
