Securities code: Haining China Leather Market Co.Ltd(002344) securities abbreviation: Haining China Leather Market Co.Ltd(002344) Announcement No.: 2022013 Haining China Leather Market Co.Ltd(002344)
Announcement on providing guarantee for the holding subsidiary Chuangjia company
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
1、 Overview of guarantee
According to the business development needs of Chuangjia financial leasing (Zhejiang) Co., Ltd. (hereinafter referred to as “Chuangjia company”), a holding subsidiary of Haining leather fashion town investment and Development Co., Ltd. (hereinafter referred to as “the town company”), a holding subsidiary of Haining China Leather Market Co.Ltd(002344) (hereinafter referred to as “the company”), the town company plans to provide guarantee for its application for comprehensive credit business from the bank, The total amount of guarantee applied for comprehensive credit business shall not exceed RMB 200 million, of which the small town company shall provide a guarantee line of no more than RMB 120 million according to the actual proportion of capital contribution for a period of three years.
The company held the 10th meeting of the 5th board of directors on April 14, 2022, deliberated and approved the proposal on providing guarantee and financial assistance for the holding subsidiary Chuangjia company, agreed to provide guarantee for its comprehensive bank credit business, and authorized the chairman to decide and sign relevant documents within this line. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this guarantee does not need to be approved by the general meeting of shareholders of the company.
2、 Basic information of the guaranteed
Company name: Chuangjia financial leasing (Zhejiang) Co., Ltd
Date of establishment: September 2, 2013
Registered address: room 218, floor 2, main office building, No. 118, Longxing Road, Haining Economic Development Zone, Zhejiang Province
Legal representative: Zhang Yueming
Registered capital: RMB 20504786539
Business scope: financial leasing business, leasing business, purchase of leased property from outside China, residual value treatment and maintenance of leased property, leasing transaction consulting, investment consulting services, and commercial factoring business related to main business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure: Chuangjia company is a limited liability company jointly invested by Haining leather fashion town investment and Development Co., Ltd. and liantai Chuangfu Co., Ltd. (hereinafter referred to as “liantai Chuangfu”). Among them, the town company acquired 60% equity of Chuangjia company in March 2022 and increased the capital of Chuangjia company by 3%, holding 63% equity of Chuangjia company in total; Liantai Chuangfu is a private limited liability company incorporated in Hong Kong, with a shareholding ratio of 37%. The shareholders of the town company are composed of the company and Haining China Leather City Investment Co., Ltd., a wholly-owned subsidiary of the company, of which the company holds 70% and Haining China Leather City Investment Co., Ltd. holds 30%. Liantai Chuangfu Co., Ltd. and its shareholders and actual controllers do not have any relationship with the company, the board of directors and management, and there is no transaction of similar business with the company in the latest fiscal year.
As of December 31, 2021, Chuangjia company has total assets of 73199590598 yuan, total liabilities of 52304927253 yuan and net assets of 20894663345 yuan. In 2021, the operating income was 6420271896 yuan, the total profit was 2896154988 yuan, and the net profit was 2167924262 yuan. The above data have been audited by an accounting firm.
As of February 28, 2022, Chuangjia company has total assets of 67145398490 yuan, total liabilities of 45911428399 yuan and net assets of 21233970091 yuan. From January to February 2022, the operating income was 746 Ningbo Bird Co.Ltd(600130) yuan, the total profit was 454685519 yuan, and the net profit was 339306746 yuan. The above data have been audited by an accounting firm. The tax credit rating is grade B.
After verification, there is no abnormality in the credit situation of Chuangjia company, and it is not a dishonest executee.
3、 Main contents of the guarantee agreement
1. Guarantee method: joint and several liability guarantee.
2. Guarantee period: three years from the effective date of the guarantee agreement.
3. Guarantee amount: the total guarantee amount shall not exceed RMB 200 million. The small town company and liantai Chuangfu shall provide corresponding guarantee amount according to the actual contribution proportion. Since the actual controller of liantai Chuangfu is a natural person, for example, due to the loan review requirements of banks and other financial institutions or the negotiation of liantai Chuangfu, the small town company shall provide guarantee unilaterally, Then liantai Chuangfu or the guaranteed company must provide sufficient counter guarantee measures to cover the corresponding risks borne by the company.
The above guarantee contract has not been signed, and the specific guarantee amount and period will be subject to the amount and period approved by the bank.
4、 Opinions of the board of directors
The small town company plans to provide three-year guarantee for Chuangjia company, which is the need of Chuangjia company’s own business development, is conducive to the financing of Chuangjia company, promotes the smooth development of follow-up business and improves its own business ability, is the need of the company’s own business development, is in line with the overall interests of the company and the relevant provisions of the company law and the articles of association.
The board of directors comprehensively evaluated the asset quality, operation, industry prospect, solvency and credit status of Chuangjia company, and considered that its production and operation status was normal, its financial status and credit status were good, and it had sufficient solvency. The financial risk of the small town company providing guarantee for Chuangjia company is within the company’s control. Other shareholders of Chuangjia company, liantai Chuangfu, will provide guarantee for Chuangjia company in the proportion of actual capital contribution. If the same proportion of guarantee cannot be provided due to practical reasons, liantai Chuangfu or the guaranteed company must provide sufficient counter guarantee measures. Therefore, it is agreed that the small town company will provide guarantee for the credit application of its holding subsidiary Chuangjia company.
5、 Opinions of independent directors
Cong peiguo, Wang Baoping and Yang Dajun, independent directors of the company, believe that Chuangjia company is a holding subsidiary of the company, with good operation and financial conditions and good solvency. The decision-making procedure of this guarantee complies with relevant laws, regulations and the articles of association. The company has fulfilled the corresponding procedures for the guarantee of its holding subsidiaries, and there is no behavior damaging the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, the company unanimously agrees to the guarantee. 6、 Opinions of the board of supervisors
The board of supervisors of the company believes that the guarantee does not violate the company law, the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies and the notice on regulating the external guarantee of listed companies and other laws and regulations of the CSRC; The approval procedures comply with the relevant provisions of the articles of association.
7、 Accumulated external guarantees and overdue guarantees
After this guarantee, the total amount of external guarantee of the company and its holding subsidiaries is 226395000 yuan (including this guarantee), accounting for 2.78% of the audited net assets of the company in 2021.
After the guarantee is provided, the total balance of external guarantee of the company and its holding subsidiaries is 1.33 million yuan, accounting for 0.02% of the audited net assets of the company in 2021. The total balance of guarantees provided by the company and its holding subsidiaries to units outside the consolidated statements is 1.33 million yuan, accounting for 0.02% of the audited net assets of the company in 2021. The company and its holding subsidiaries have no overdue guarantee, and there are no guarantee matters involving litigation.
The company will effectively control the external guarantee risk of the company in strict accordance with the provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee behavior of listed companies (zjf [2003] No. and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) of China Securities Regulatory Commission.
8、 Documents for future reference 1. Resolutions of the 10th meeting of the 5th board of directors of the company; 2. Resolutions of the 10th meeting of the 5th board of supervisors of the company; 3. Independent opinions expressed by independent directors of the company on relevant matters of the company. It is hereby announced.
Haining China Leather Market Co.Ltd(002344) board of directors
April 16, 2022
