Securities code: Chacha Food Company Limited(002557) securities abbreviation: Chacha Food Company Limited(002557) Announcement No.: 2022026
Bond Code: 128135 bond abbreviation: Qiaqia convertible bond
Chacha Food Company Limited(002557)
Announcement on providing guarantees to subsidiaries in 2022
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
Considering the financing needs of the company’s operation and development, according to the articles of association and the provisions of the external guarantee management system, the company plans to provide guarantee for the loan of the wholly-owned subsidiary, and plans to provide guarantee to the wholly-owned subsidiary Chongqing Nanbu Chacha Food Company Limited(002557) Sales Co., Ltd. (hereinafter referred to as “Nanbu Qiaqia”), jiehang Enterprise Co., Ltd. (hereinafter referred to as “Hong Kong jiehang”), Ningbo Chacha Food Company Limited(002557) Sales Co., Ltd. (hereinafter referred to as “Ningbo Qiaqia”) Chacha food (Thailand) Co., Ltd. (hereinafter referred to as “Thai subsidiary”) provides guarantee with a total amount of no more than RMB 400 million:
1. In order to ensure the capital requirements for the normal operation of Nanbu Qiaqia, Ningbo Qiaqia, Thai subsidiaries and Hong Kong Czech Airlines, combined with the actual situation, the company plans to provide guarantee for the above four wholly-owned subsidiaries to apply to the bank for various financing of no more than RMB 100 million, with a total guarantee amount of RMB 400 million;
2. On April 11, 2022, the 20th meeting of the 5th board of directors of Chacha Food Company Limited(002557) (hereinafter referred to as “the company”) deliberated and adopted the proposal on providing guarantees for subsidiaries in 2022, agreed that the company would provide guarantees for four subsidiaries, and authorized Mr. Chen Xianbao, the general manager, to handle relevant matters.
3. The proposal shall come into force after being deliberated and approved by the general meeting of shareholders, and shall be valid within one year after being deliberated and approved.
2、 Expected external guarantee
The company holds the proportion of the newly increased guarantee amount of the guaranteed party in the proportion of the shares of the guaranteed party in the relevant serial number up to now, the asset liability ratio of the period, the guarantee balance, the guarantee amount, and the proportion of the net assets of the municipal company in the period of the latest guarantee (10000 yuan) (10000 yuan)
1 southern Qiaqia 100% 42.64% 01000000 2.09% no
2 Hong Kong Czech Airlines 100% 3.66% 01000000 2.09% no
3 Ningbo Qiaqia 100% 41% 01000000 2.09% no
4 Thailand subsidiary 100% 9.05% 01000000 2.09% no
3、 Basic information of the guaranteed
1. Chongqing Nanbu Chacha Food Company Limited(002557) Sales Co., Ltd
Registered capital: 5 million yuan;
Business scope: licensed business items: Wholesale and retail; Pre packaged products; General business scope: sales;
Chinese herbal medicine (unless otherwise specified by the state); Purchase of agricultural and sideline products (excluding grain), food additives [China]
Those prohibited by laws and regulations shall not operate. Those requiring pre-approval or filing as required by laws and regulations shall obtain approval or filing
Business can only be carried out after the case is filed];
Relationship with the company: Nanbu Qiaqia is a wholly-owned subsidiary of the company;
Main contents of guarantee: due to the South’s negotiation on production and operation plan, it is necessary to apply for comprehensive credit from the bank
The amount shall not exceed RMB 100 million, mainly including working capital loans, issuing bank acceptance bills and issuing
Financing in the form of letter of credit, bill discount, etc.
According to the audit, as of December 31, 2021, the total assets of the company are 32627046444 yuan and the net assets are
18714041980 yuan; In 2021, the operating revenue was 128833238931 yuan and the total profit was
19703191910 yuan, net profit of 16745978795 yuan.
2. Jiehang Enterprise Co., Ltd
Registered capital: HK $5 million;
Business scope: investment and trade;
Relationship with the company: Hong Kong Czech Airlines is a wholly-owned subsidiary of the company;
Main contents of providing guarantee: due to the production and operation of Hong Kong Czech Airlines, it is necessary to apply for comprehensive credit from the bank
The amount shall not exceed RMB 100 million, mainly including working capital loans, issuing bank acceptance bills and issuing
Financing in the form of letter of credit, bill discount, etc.
According to the audit, as of December 31, 2021, the total assets of the company are 3645025130 yuan and the net assets are 3511541308 yuan; In 2021, the operating income was 9492331800 yuan, the total profit was 22994256 yuan, and the net profit was 22994256 yuan.
3. Ningbo Chacha Food Company Limited(002557) Sales Co., Ltd
Registered capital: 10 million yuan;
Business scope: Wholesale and retail of prepackaged food;
Relationship with the company: Ningbo Qiaqia is a wholly-owned subsidiary of the company;
Main contents of providing guarantee: as Ningbo Qia carries out relevant business, it is necessary to apply to the bank for a comprehensive credit line of no more than RMB 100 million, mainly including working capital loan, issuing bank acceptance bill, issuing letter of credit, bill discount and other forms of financing.
According to the audit, as of December 31, 2021, the total assets of the company are 31926578885 yuan and the net assets are 18835247140 yuan; In 2021, the operating income was 111632967859 yuan, the total profit was 19843027218 yuan, and the net profit was 14861359922 yuan.
4. Thailand subsidiary (Chacha food (Thailand) Co., Ltd.)
Registered capital: US $29 million;
Business scope: food processing and manufacturing, import and export trade; Investment and acquisition;
Relationship with the company: it is a wholly-owned subsidiary of the company;
Main contents of providing guarantee: as the Thai subsidiary has carried out relevant business, it is necessary to apply to the bank for a comprehensive credit line of no more than RMB 100 million, mainly including working capital loan, project loan, issuing bank acceptance bill, issuing letter of credit, bill discount and other forms of financing.
According to the audit, as of December 31, 2021, the total assets of the company are 33947056573 yuan and the net assets are 30874189025 yuan; In 2021, the operating income was 27719645630 yuan, the total profit was 731 Shanghai Yuyuan Tourist Mart (Group) Co.Ltd(600655) 1 yuan, and the net profit was 731 Shanghai Yuyuan Tourist Mart (Group) Co.Ltd(600655) 1 yuan.
4、 Main contents of expected guarantee
The company will provide guarantee for the above-mentioned guaranteed companies when they apply for bank credit and daily business needs. The guarantee amount shall be subject to the actual signing of the guarantee contract or agreement. The company will examine and approve the external guarantee in strict accordance with the relevant provisions of relevant laws, regulations and system documents.
5、 Opinions of the board of directors and independent directors
(I) opinions of the board of directors
Southern Qiaqia, Hong Kong Czech Airlines, Thailand subsidiary and Ningbo Qiaqia are all wholly-owned subsidiaries of the company. The company plans to provide guarantee for the above four wholly-owned subsidiaries to apply for comprehensive credit line from the bank. Since the company has not signed a guarantee agreement with relevant banks, the specific contents of the agreement shall be subject to the actually signed guarantee contract. This guarantee is mainly used for the financing needs of the company’s operation and development, which is conducive to the long-term and orderly development of the above companies and in line with the interests of all shareholders. Agree to the above guarantee and submit it to the general meeting of shareholders for deliberation.
(II) opinions of independent directors
The independent directors of the company believe that the guarantee matters considered by the board of directors comply with the provisions of relevant laws and regulations, and the voting procedures are legal and effective; Moreover, the risk of the guarantee is controllable and in line with the interests of the company, and there is no situation that damages the interests of the company or minority shareholders. Therefore, I agree with the motion.
6、 Accumulated external guarantees and overdue guarantees
Together with this guarantee, as of the date of this announcement, the cumulative external guarantee amount and actual guarantee amount of the company and its wholly-owned subsidiaries were RMB 400 million and RMB 0 respectively, accounting for 8.34% and 0% of the latest audited net assets respectively, all of which were the guarantee of the company to its wholly-owned subsidiaries. The guarantee provided by the company has fulfilled the corresponding approval procedures in accordance with the provisions of relevant laws and regulations and the articles of association, complies with relevant regulations, and there is no overdue guarantee.
7、 Documents for future reference
(I) resolutions of the 20th meeting of the 5th board of directors of the company;
(II) independent opinions of the company’s independent directors on matters related to the 20th meeting of the Fifth Board of directors. It is hereby announced.
Chacha Food Company Limited(002557) board of directors April 11, 2002
