Securities code: Haining China Leather Market Co.Ltd(002344) securities abbreviation: Haining China Leather Market Co.Ltd(002344) Announcement No.: 2022012 Haining China Leather Market Co.Ltd(002344)
Announcement on providing guarantee for the rehabilitation hospital of the holding subsidiary
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.
Special tips:
The asset liability ratio of Haining China Leather Market Co.Ltd(002344) rehabilitation hospital Co., Ltd. is 189.96%. Please pay attention to the guarantee risk.
1、 Overview of guarantee
Haining China Leather Market Co.Ltd(002344) (hereinafter referred to as “the company”) and Haining Corning Investment Co., Ltd. (hereinafter referred to as “Corning company”) jointly invested and established Haining Leather City Rehabilitation Medical Investment Management Co., Ltd. (hereinafter referred to as “rehabilitation medical”), a wholly-owned subsidiary of Haining Leather City Health Industry Investment Co., Ltd. (hereinafter referred to as “health industry company”), in which the proportion of shares held by health industry company is 63.95%; Corning’s shareholding ratio is 36.05%. Due to the needs of business development, the wholly-owned subsidiary of rehabilitation medical Haining China Leather Market Co.Ltd(002344) rehabilitation hospital Co., Ltd. (hereinafter referred to as “rehabilitation hospital”) plans to have the health industry company provide guarantee for its application for comprehensive credit business to the bank. The total amount of guarantee for its application for comprehensive credit business shall not exceed RMB 10 million, of which the health industry company shall provide the corresponding guarantee limit according to 63.95% of the actual capital contribution for a period of two 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 for the holding subsidiary rehabilitation hospital, agreed to provide it with bank comprehensive credit business guarantee, 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 still needs to be approved by the 2021 annual general meeting of shareholders of the company.
2、 Basic information of the guaranteed
Company name: Haining China Leather Market Co.Ltd(002344) rehabilitation hospital Co., Ltd
Date of establishment: May 12, 2016
Registered address: No. 300, xiazhong Road, socks industry park, Haining Economic Development Zone, Zhejiang Province
Legal representative: Xu Ping
Registered capital: 30 million yuan
Business scope: licensed items: medical services (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results). General items: elderly care services (except for the items that must be approved according to law, the business activities shall be carried out independently according to law with the business license).
Equity structure: Haining Leather City Rehabilitation Medical Investment Management Co., Ltd. holds 100% equity of rehabilitation hospital. The shareholders of rehabilitation medicine are health industry company and Corning company, in which health industry company holds 63.95% of its shares and Corning company holds 36.05% of its shares.
As of December 31, 2021, the total assets of the rehabilitation hospital are 3750815321 yuan, the total liabilities are 7125017731 yuan, and the net assets are -337420241 yuan. In 2021, the operating income was 1409098544 yuan, the total profit was -1136386334 yuan and the net profit was -1136383634 yuan. The above data have been audited by Tianjian certified public accountants.
As of March 31, 2022, the total assets of the rehabilitation hospital are 361474895 yuan, the total liabilities are 719578511 yuan, and the net assets are -357523616 yuan. In the first quarter of 2022, the operating revenue was 460217681 yuan, the total profit was -206240035 yuan and the net profit was -206240035 yuan. The above data have not been audited. Tax credit rating (b).
After verification, there is no abnormality in the credit situation of the rehabilitation hospital, and it is not a dishonest person.
3、 Main contents of the guarantee agreement
The above guarantee is joint and several liability guarantee with a term of two years.
The total amount of guarantee shall not exceed RMB 10 million, and rehabilitation medical shares Oriental Health Industry Company and Corning company shall provide the corresponding guarantee amount according to the actual contribution ratio of 63.95% and 36.05% respectively.
4、 Opinions of the board of directors
Since its establishment, the rehabilitation hospital has continuously optimized the core management group and continuously expanded the revenue growth point. Now it has formed a comprehensive rehabilitation model based on nerve rehabilitation, bone and joint rehabilitation and pain rehabilitation, focusing on severe rehabilitation, supplemented by children’s rehabilitation and characterized by hyperbaric oxygen treatment. Its business performance has improved year by year and the trend is good. In the second half of 2021, the operating revenue of rehabilitation hospitals increased by 24% year-on-year. It is expected that the growth rate of rehabilitation hospitals in the first quarter of 2022 will also be better than that in 2021.
The health industry company plans to provide two-year guarantee for the rehabilitation hospital, which is the need of the rehabilitation hospital’s own business development, is conducive to the rehabilitation hospital’s fund-raising and business development, is the need of its 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 financial risk of the health industry company providing guarantee for the rehabilitation hospital is within the company’s control. Corning, the minority shareholder of the rehabilitation hospital, is also full of confidence in the future development prospect of the rehabilitation hospital and will provide guarantee for the rehabilitation hospital in the proportion of actual capital contribution. Therefore, it is agreed that the health industry company will provide guarantee for the credit application of the holding subsidiary rehabilitation hospital, and submit the guarantee to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Opinions of independent directors
Cong peiguo, Wang Baoping and Yang Dajun, the independent directors of the company, believe that the rehabilitation hospital is the holding subsidiary of the company, with better operation and financial conditions and better development space in the future. 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
