Securities code: Beijing E-Hualu Information Technology Co.Ltd(300212) securities abbreviation: Beijing E-Hualu Information Technology Co.Ltd(300212) Announcement No.: 2022033 Beijing E-Hualu Information Technology Co.Ltd(300212)
Announcement on providing guarantee and related party transaction for Dalian datalake Information Technology Co., Ltd. to apply for credit extension from Agricultural Development Bank of China
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
Beijing E-Hualu Information Technology Co.Ltd(300212) (hereinafter referred to as “the company” or ” Beijing E-Hualu Information Technology Co.Ltd(300212) “) disclosed the announcement on providing guarantee and related party transactions for Dalian datalake Information Technology Co., Ltd. to apply for bank credit on March 6, 2022. In order to obtain better financing conditions, the company’s joint-stock company Dalian data Lake Information Technology Co., Ltd. (hereinafter referred to as “Dalian data Lake”) plans to apply for a fixed asset loan credit of 1.05 billion yuan from Dalian Lushunkou District branch of Agricultural Development Bank of China (hereinafter referred to as “Lushunkou District branch of Agricultural Development Bank”) for the construction of Hualu (Dalian) data Lake Industrial Park project for a period of 11 years Beijing E-Hualu Information Technology Co.Ltd(300212) plans to provide joint and several liability guarantee for the loan principal of 514.5 million yuan and its corresponding interest according to the shareholding ratio; Other shareholders of Dalian data Lake shall provide joint and several liability guarantee of no less than the remaining amount. Dalian data lake will finally choose the financing scheme according to the financing conditions.
Since Ms. Li Hua, vice president of the company, is a director of Dalian datalake, according to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, this guarantee constitutes a connected transaction, and the independent directors of the company have expressed their explicit prior approval opinions and independent opinions on this guarantee. This matter shall also be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the guaranteed
(I) basic information
1. Name: Dalian datalake Information Technology Co., Ltd
2. Unified social credit Code: 91210200ma10c5j33c
3. Date of establishment: December 5, 2020
4. Legal representative: Zhong Jiang
5. Registered capital: 500 million yuan
6. Registered address: room 418, Chuangxin building, No. 1, Chuangxin Road, Lushunkou District, Dalian, Liaoning Province
7. Business scope: licensed items: Internet information services, basic telecommunications services, class I value-added telecommunications services, class II value-added telecommunications services (items that must be approved according to law can only be carried out after being approved by relevant departments, and the specific business items shall be subject to the approval results) general items: data processing and storage support services, Internet data services, information system integration services, enterprise management consulting, Information technology consulting services, information consulting services (excluding licensing information consulting services), artificial intelligence basic software development, artificial intelligence application software development, artificial intelligence theory and algorithm software development, artificial intelligence industry application system integration services, artificial intelligence public service platform technology consulting services, technical services, technology development, technology consulting, technology exchange, technology transfer and technology promotion, Retail of computer software and hardware and auxiliary equipment, wholesale of computer software and hardware and auxiliary equipment, sales of communication equipment, sales of electronic products, filing services, data processing services, conference and exhibition services, rental of mechanical equipment, entrepreneurial space services, marketing planning, photographic expansion services, camera and video production services, housing rental, non residential real estate rental, computer and communication equipment rental, Office equipment leasing services, land use right leasing, warehousing equipment leasing services, property management and park management services (except for projects that must be approved according to law, carry out business activities independently according to law with the business license)
8. Ownership structure
Company name subscribed capital contribution (10000 yuan) shareholding ratio
Beijing E-Hualu Information Technology Co.Ltd(300212) 24,500 49%
Dalian Lushun Construction Development Investment Co., Ltd. 2 Tech Semiconductors Co.Ltd(300046) %
Dalian Lvshun Cultural Tourism Group Co., Ltd. 2500 5%
Total 5 Shenzhen Ecobeauty Co.Ltd(000010) 0%
9. Financial situation
The financial data of Dalian Beijing E-Hualu Information Technology Co.Ltd(300212) in the latest year is:
Balance sheet items December 31, 2020 September 30, 2021
Total assets 45821144866605
Total liabilities 27843222844672
Total equity 17977912021933
Income statement items 2020 January September 2021
Operating income 40.62 270.74
Net profit -54.86 -678.58
(II) relationship with the company
Ms. Li Hua, vice president of the company, is the director of Dalian data lake. According to the relevant provisions of the GEM Listing Rules of Shenzhen Stock Exchange, Dalian data lake is the related party of the company.
(III) others
Dalian data lake is not a dishonest person.
3、 Main contents of the guarantee agreement
Dalian datalake, a Beijing E-Hualu Information Technology Co.Ltd(300212) joint-stock company, applied for a fixed asset loan credit of 1.05 billion yuan from Lvshunkou District branch of Agricultural Development Bank of China for the construction of Hualu (Dalian) datalake Industrial Park project for a period of 11 years. According to the shareholding ratio Beijing E-Hualu Information Technology Co.Ltd(300212) to provide joint and several liability guarantee for the loan principal of 514.5 million yuan and its corresponding interest; Other shareholders of Dalian data Lake shall provide joint and several liability guarantee of no less than the remaining amount.
The way of this guarantee is joint and several liability guarantee, and the guarantee agreement has not been signed. Relevant documents shall be signed after being deliberated and approved by the general meeting of shareholders of the company.
4、 Accumulated external guarantees and overdue guarantees
As of the announcement date, the company’s total approved guarantee was 122706 million yuan, accounting for 26.29% of the company’s audited net assets by the end of 2020, of which the total approved guarantee for joint-stock companies was 977.06 million yuan, accounting for 20.94% of the company’s audited net assets by the end of 2020.
Up to now, the company’s accumulated actual guarantee amount is 220.5 million yuan, accounting for 4.72% of the company’s audited net assets by the end of 2020, of which the actual guarantee amount for joint-stock companies is 220.5 million yuan, accounting for 4.72% of the company’s audited net assets by the end of 2020.
After the implementation of this guarantee, the amount of guarantee provided by the company to the joint-stock companies is about 149156 million yuan, accounting for 31.96% of the audited net assets of the company at the end of 2020. There is no other external guarantee.
As of the date of this announcement, the company and its holding subsidiaries have no illegal guarantee or overdue guarantee.
5、 From the beginning of the year to the disclosure date, the total amount of various related party transactions with the related party has been accumulated
From the beginning of 2022 to the disclosure date of this announcement, the total amount of related party transactions between the company and Dalian data lake is 0 yuan.
6、 Impact of this connected transaction on the company
This related party guarantee provides a guarantee for the company to support the business development of Dalian data lake according to the shareholding ratio, and other shareholders of Dalian data Lake provide corresponding guarantees. The risk of this guarantee is controllable, there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders, and there will be no adverse impact on the company’s financial status and operating results.
7、 Relevant approval procedures and audit opinions
(I) opinions of the board of directors
The company provides guarantee for the joint-stock company Dalian data lake to apply for loan from Lvshunkou District branch of Agricultural Development Bank, which can obtain necessary financial support for the operation of Dalian data lake and contribute to the sustainable and stable development of its operation Beijing E-Hualu Information Technology Co.Ltd(300212) according to the shareholding ratio of 49%, provide joint and several liability guarantee for the loan principal of 514.5 million yuan and its corresponding interest, and other shareholders of Dalian data Lake provide joint and several liability guarantee of no less than the remaining amount; The financial risk of this guarantee is within the company’s control, and the provision of guarantee will not damage the interests of the company and shareholders. Agree to this guarantee.
(II) opinions of the board of supervisors
The board of supervisors held that the company provided guarantee for Dalian data Lake’s application for bank credit, and other shareholders of Dalian data Lake provided corresponding guarantee, which was in line with the relevant provisions of the company law, Shenzhen Stock Exchange GEM Listing Rules and the articles of association. The guarantee is conducive to the operation and development of Dalian data lake, and there is no damage to the interests of the company and shareholders.
(III) prior approval opinions of independent directors
After verification, the company provided guarantee for the bank credit of Dalian data lake, a joint-stock company, which is conducive to the construction of Dalian data Lake project and the smooth implementation of the company’s data Lake strategy. The related guarantee does not damage the interests of the company and shareholders, especially small and medium-sized shareholders. Agree to submit the matter to the board of directors for deliberation. (IV) independent opinions of independent directors
After review, the company provided guarantee for the bank credit of the joint-stock company Dalian data lake, which is conducive to the business development of Dalian data lake. Other shareholders of Dalian data Lake provided corresponding guarantee. The company’s decision-making and voting procedures for the related guarantee matters are legal and effective, in line with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of the company and shareholders. Therefore, we agree to the guarantee.
8、 Documents for future reference
1. Resolutions of the 22nd Meeting of the 5th board of directors of the company;
2. Resolutions of the 12th meeting of the 5th board of supervisors of the company;
3. Prior approval opinions of independent directors on matters related to the 22nd Meeting of the Fifth Board of directors; 4. Independent opinions of independent directors on matters related to the 22nd Meeting of the Fifth Board of directors.
It is hereby announced.
Beijing E-Hualu Information Technology Co.Ltd(300212) board of directors April 6, 2022
