Securities code: Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) securities abbreviation: Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) Announcement No.: 2022018 Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738)
Announcement on new comprehensive credit lines and subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
● name of the guaranteed: Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) (hereinafter referred to as " Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) " or "company"), Hangzhou Huanbei Silk Garment City Co., Ltd. (hereinafter referred to as "Hangzhou Huanbei"), Lanzhou Asia Europe Commercial Building Co., Ltd. (hereinafter referred to as "Asia Europe commercial building") and other subsidiaries within the scope of consolidated statements.
● amount of this guarantee: the validity period of this comprehensive credit line authorization is within 12 months after the approval of the annual general meeting of shareholders in 2021. The company and its subsidiaries plan to apply to the bank for a new comprehensive credit line of 480 million yuan in 2022. The company and its subsidiaries intend to provide guarantee for the above comprehensive credit matters, with a total guarantee amount of no more than 480 million yuan.
● the expected new guarantee amount is not the actual guarantee amount. The guarantee form, guarantee amount, guarantee period and other matters of the actual guarantee business shall be subject to the actually signed guarantee contract.
● the company has no overdue external guarantee. The newly added guarantee amount does not involve counter guarantee.
1、 Overview of comprehensive credit and guarantee
（1） Basic information
On December 9, 2021, the company held the 30th meeting of the ninth board of directors, deliberated and approved the proposal on the expected new comprehensive credit line and external guarantee line of the company and its subsidiaries. This matter has been reviewed and approved for implementation at the second extraordinary general meeting of shareholders of the company in 2021. As of the disclosure date of this announcement, the above-mentioned external guarantee amount has amounted to 920 million yuan, and the remaining external guarantee amount is 480 million yuan. As the validity of the above comprehensive credit line and external guarantee line will expire on the date of the 2021 annual general meeting of shareholders.
According to the needs of business development, on the premise of ensuring standardized operation and controllable risk, through financial calculation, the company and its subsidiaries plan to apply to the bank for a new comprehensive credit line of 480 million yuan in 2022 within 12 months after the deliberation and approval of the annual general meeting of shareholders in 2021. The company plans to provide guarantee for the above comprehensive credit granting matters, with the total amount of guarantee not exceeding 480 million yuan, of which the total amount of new guarantee for companies and subsidiaries with asset liability ratio less than 70% is not more than 420 million yuan; The total amount of new guarantees for subsidiaries with asset liability ratio of more than 70% shall not exceed 60 million yuan. This guarantee does not charge guarantee fees and does not involve counter guarantee. The relevant guarantee agreement for the new comprehensive credit line and external guarantee line has not been signed, and the actual business has not occurred. The specific business type, credit line and term, guarantee form and guarantee amount shall be subject to the signed agreement. This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and the company will perform the obligation of information disclosure in case of specific guarantee business. （2） The specific prediction of the new bank comprehensive credit and guarantee line is as follows:
Unit: 100 million yuan
The newly added guarantee amount of the guaranteed party is the proportion of the shareholding ratio of the guaranteed party to the assets and liabilities of the guaranteed party. The newly added guarantee accounts for the proportion of the latest net assets of the listed company
Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) held
Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) Hangzhou Huanbei 100% Hangzhou Huanbei 3 16.29%
Equity less than 70%
Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) held
Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) Asia Europe commercial building 100% Asia Europe commercial building 1.2 6.52%
stock right
Consolidated statements Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) held
Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) within the scope of other more than 50% equity, more than 70%, 0.6 3.26%
subsidiary
Total 4.8 26.06%
Note: when the guarantee actually occurs, the estimated amount of guarantee can be adjusted among different subsidiaries (including but not limited to the subsidiaries listed above) within the estimated total guarantee amount of the company's subsidiaries. The guarantee amount of the guaranteed party with an asset liability ratio of more than 70% can be adjusted to the guaranteed party with an asset liability ratio of less than 70%, but the guarantee amount of the guaranteed party with an asset liability ratio of less than 70% cannot be adjusted to the guaranteed party with an asset liability ratio of more than 70%.
2、 Overview of authorization
At present, the company has not signed the relevant guarantee agreement. In order to improve work efficiency and handle the financing and credit business in time, the board of directors of the company authorizes the management to independently decide to sign the relevant legal documents within the above comprehensive credit and loan line with various banking institutions (including but not limited to signing the letter of authorization, loan contract, pledge / mortgage contract, guarantee agreement and other legal documents) and go through relevant procedures.
On the premise of submitting the guarantee to the general meeting of shareholders for approval, the board of directors authorizes the management of the company to determine the specific guarantee within the estimated total guarantee amount:
（1） Authorize the management to decide the amount, form, duration and other specific guarantee matters of each guarantee;
（2） According to the actual business needs, when the guarantee actually occurs, adjust the amount of different subsidiaries within the scope of the company's consolidated statements (including the newly established holding subsidiaries); The guarantee amount of the guaranteed party with an asset liability ratio of more than 70% can be adjusted to the guaranteed party with an asset liability ratio of less than 70%, but the guarantee amount of the guaranteed party with an asset liability ratio of less than 70% cannot be adjusted to the guaranteed party with an asset liability ratio of more than 70%.
（3） The guarantees provided by the company and its subsidiaries for other enterprises outside the scope of the company's consolidated statements, as well as the guarantees provided after exceeding the amount of various guarantees authorized this time, shall be performed in accordance with the specified procedures, or otherwise submitted to the board of directors or the general meeting of shareholders for deliberation and approval;
（4） The authorization is valid for 12 months after it is deliberated and approved by the 2021 annual general meeting of shareholders.
3、 Basic information of the guaranteed
（1） Company name: Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738)
1. Date of establishment: December 2, 1996
2. Registered capital: 77346447600 yuan
3. Registered address: No. 120, Chengguan Road, Lanzhou, Gansu Province
4. Legal representative: Ye Mao
5. Business scope: retail of prepackaged food and bulk food, dairy products (including infant formula milk powder); Retail of health food; Retail of books, newspapers and periodicals and audio-visual products. (the above business items shall be operated with valid licenses) wholesale and retail of daily necessities, hardware and electrical appliances, chemical products (excluding dangerous goods), gold jewelry, building decoration materials, color expansion and children's entertainment; Computer technology development services and training; Home appliance maintenance and after-sales service; Commodity packaging and storage; Research and development of new materials and high-tech electronic products; House leasing, site leasing and car leasing (excluding financial leasing). Catering, hotel accommodation and liquor retail (only branches operate with valid licenses). Advertising design, production and release. estate management.
6. Main audited financial indicators of the latest year:
Unit: Yuan
Financial indicators December 31, 2021
Total assets 269987014960
Bank loan 25000000000
Current liabilities 63531334487
Total liabilities 88531334487
Total owner's equity 181455680473
Financial indicators 2021
Operating income 0
Net profit 13992495784
Note: the above data are the audited financial data of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) monomer.
（2） Company name: Hangzhou Huanbei Silk Garment City Co., Ltd
1. Registered address: 1st floor, No. 160, Fengqi Road, Xiacheng District, Hangzhou
2. Date of establishment: August 25, 2006
3. Legal representative: Guo Deming
4. Registered capital: 40 million yuan
5. Business scope: Services: small car parking business (see the registration certificate for setting up off road parking lot for details); services: investment in industry with its own funds, market operation and management, property management, investment management (except securities and futures), economic information consulting (except securities, futures and commodity intermediary); Wholesale and retail: silk, clothing and fabrics, textiles, shoes and hats, daily necessities, household appliances, hardware, metal materials, decorative materials and building materials; Including the business scope of subordinate branches.
6. Ownership structure: the shareholding ratio of the company is 100%.
7. Main audited financial indicators of the latest year:
Unit: Yuan
Financial indicators December 31, 2021
Total assets 138945706994
Bank loan 19667000000
Current liabilities 53690788802
Total liabilities 73483675624
Total owner's equity 65462031370
Financial indicators 2021
Operating income 28379003557
Net profit 14091976765
（3） Company name: Lanzhou Asia Europe Commercial Building Co., Ltd
1. Date of establishment: June 14, 2018
2. Registered capital: 320 million yuan
3. Registered address: No. 120, Zhongshan Road, Chengguan District, Lanzhou City, Gansu Province
4. Legal representative: Guo Deming
5. Business scope: Sales of food, medical devices, books, newspapers and periodicals, audio-visual products, daily necessities, hardware and electrical appliances, chemical products (excluding dangerous chemicals, precursor chemicals and MCCs), gold jewelry and building decoration materials; Tobacco retail; Home appliance sales, maintenance and after-sales service; Department store packaging and warehousing services; New material technology promotion services; Self owned house and site leasing, car leasing (excluding financial leasing); Food and Beverages; get accommodation; Road transportation of ordinary goods; Information system integration service; Data processing and storage services; Advertising design, production and release; estate management; Photographic expansion service; Children's indoor entertainment services; Import and export business of self operated commodities. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments) 6. Equity structure: the shareholding ratio of the company is 100%.
7. Main audited financial indicators of the latest year:
Unit: Yuan
Financial indicators December 31, 2021
Total assets 68
