China Dive Company Limited(300526)
About the company and its subsidiaries applying for comprehensive credit from financial institutions in 2022
Announcement on providing guarantee for subsidiaries
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.
Special risk tips:
The amount of guarantee provided by the company for wholly-owned subsidiaries, wholly-owned subsidiaries and holding subsidiaries has exceeded 100% of the company's latest audited net assets. Please pay full attention to the guarantee risk. Please pay full attention to the guarantee risk.
On April 20, 2022, China Dive Company Limited(300526) (hereinafter referred to as " China Dive Company Limited(300526) " or "the company") held the 34th meeting of the 4th board of directors and the 21st Meeting of the 4th board of supervisors, deliberated and adopted the proposal on the application of the company and its subsidiaries to financial institutions for comprehensive credit granting and guarantee for subsidiaries in 2022. The specific situation is hereby announced as follows:
1、 Overview of guarantee
According to the company's strategic development plan and the needs of production and operation, the company and its wholly-owned subsidiaries, wholly-owned subsidiaries and holding subsidiaries intend to apply to financial institutions for a comprehensive credit line with an accumulated amount of no more than RMB 1 million. The business scope includes but is not limited to all kinds of loans, acceptance bills, letters of credit, letters of guarantee, etc., and authorize the company to use the plant Land, etc. shall be mortgaged or the equity of subsidiaries held by the company shall be pledged. The total amount of credit guarantee provided by the company for wholly-owned subsidiaries, wholly-owned subsidiaries and holding subsidiaries shall not exceed RMB 500 million. The wholly-owned subsidiaries guaranteed are Shenzhen Blue Sports Co., Ltd., Shenzhen walway sporting goods manufacturing Co., Ltd., a wholly-owned subsidiary, and Jiangsu Ruizhi Zhonghe New Energy Technology Co., Ltd., a new holding subsidiary in 2022. The above guarantee amounts of subsidiaries, subsidiaries and holding subsidiaries can be mutually guaranteed
The mortgage and pledge provided by subsidiaries, subsidiaries and holding subsidiaries for their application for comprehensive credit extension of financial institutions are not within the above expected limit.
The validity period of the guarantee line applied for comprehensive credit extension of financial institutions is 12 months. The specific guarantee period of each guarantee is subject to the relevant guarantee contracts signed between the company, subsidiaries, subsidiaries and holding subsidiaries and financial institutions. Within the above limit, no separate board of directors or general meeting of shareholders will be held for external guarantee. The board of directors authorizes the chairman of the company to select the financial institution within the loan limit, approve and sign the mortgage loan contract, credit contract, guarantee contract and relevant documents signed with the financial institution for the company's loan.
On April 20, 2022, the company held the 34th meeting of the Fourth Board of directors, deliberated and adopted the proposal on the application of the company and its subsidiaries to financial institutions for comprehensive credit and guarantee for subsidiaries in 2022. The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 Estimated guarantee amount of the company and its holding subsidiaries
As of this time, the proportion of the new guarantee amount of the guaranteed party in whether the guarantor and the guaranteed party hold the most affiliated shares of the listed company increased and guaranteed in the latest period compared with the net asset guarantee rate of the latest period of the asset liability guarantee amount
China Dive Company Limited(300526) Shenzhen Blue Sports 100% 1.87% 0 are limited companies
China Dive Company Limited(300526) Shenzhen walway sports 100% 40.45% 50,00 215.71% is the product manufacturing Co., Ltd. million
China Dive Company Limited(300526) Jiangsu Ruizhi Zhonghe Xinneng 51% 8.14% 0 is the source technology Co., Ltd
Note: the company held the 30th meeting of the Fourth Board of directors on March 8, 2022 and the second extraordinary general meeting of shareholders in 2022 on April 6, 2022, which deliberated and adopted the proposal on foreign investment and related party transactions. The company plans to cooperate with Chen Xuedong and Anhui ruihezhi business consulting partnership (limited partnership) and others jointly increased the capital of Jiangsu Ruizhi Zhonghe New Energy Technology Co., Ltd., a wholly-owned subsidiary of Jiangsu Yunzhi Xinghe Network Technology Co., Ltd. After the capital increase, the company will hold 51% of the shares of ruizhizhong, and ruizhizhong will become the holding subsidiary of the company.
3、 Basic information of the guaranteed
(I) Shenzhen Blue Sports Co., Ltd
1. Address: room 2608, 26th floor, Shenhua commercial building, nanhu road, Luohu District, Shenzhen
2. Legal representative: Wang Zhitao
3. Registered capital: 35.6 million yuan
4. Date of establishment: January 28, 1989
5. Business scope: sports activity planning; Technical development, design and sales of sporting goods and equipment; Research, development and sales of organic silica gel materials; Purchase and sale of daily necessities, textiles, sports and outdoor articles (except for items that must be approved before registration as stipulated by laws, administrative regulations and decisions of the State Council); Operate import and export business (except for items prohibited by laws, administrative regulations and decisions of the State Council, and restricted items can be operated only after obtaining permission).
6. Relationship with the company: it is a wholly-owned subsidiary of the company.
7. Main financial data of the latest year (audited): as of December 31, 2021, the total assets were 953115 million yuan, the net assets were 935274 million yuan, the operating income was 9.855 million yuan and the net profit was -78700 yuan. (II) Shenzhen walway sporting goods manufacturing Co., Ltd
1. Address: No. 3, Shanzhuang Road, Xikeng community, Yuanshan street, Longgang District, Shenzhen
2. Legal representative: Wang Zhitao
3. Registered capital: RMB 2 million
4. Date of establishment: December 21, 2005
5. Business scope: import and export of goods and Technology (except for items prohibited by laws and administrative regulations; items restricted by laws and administrative regulations can be operated only after obtaining permission).
Production and sales of swimming goggles, diving goggles, plastic products, swimsuit and related sports equipment and silicone rubber products (the above does not include restricted items and exclusive, controlled and exclusive commodities); Ordinary freight.
6. Relationship with the company: it is a wholly-owned subsidiary of the company.
7. Main financial data of the latest year (audited): as of December 31, 2021, the total assets were 447185 million yuan, the net assets were 266282 million yuan, the operating income was 176555 million yuan and the net profit was -60207 million yuan. (III) Jiangsu Ruizhi Zhonghe New Energy Technology Co., Ltd
1. Address: floor 5, building B9, No. 15, Jinyang Road, Huaqiao Town, Kunshan, Suzhou
3. Registered capital: RMB 30 million
4. Date of establishment: August 4, 2021
5. Business scope: general items: Cecep Solar Energy Co.Ltd(000591) power generation technical services Cecep Solar Energy Co.Ltd(000591) heat utilization equipment sales Cecep Solar Energy Co.Ltd(000591) heat utilization product sales Cecep Solar Energy Co.Ltd(000591) thermal power generation product sales Cecep Solar Energy Co.Ltd(000591) thermal power generation equipment sales; Sales of photovoltaic equipment and components; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Technology promotion services; Science and technology promotion and application services; Photovoltaic power generation equipment lease; Software development; Wholesale of computer software, hardware and auxiliary equipment; Sales of communication equipment; Sales of electronic products; Maintenance of electronic and mechanical equipment (excluding special equipment); Network and information security software development; Development of artificial intelligence application software; Basic software development of artificial intelligence; Research and development of wind farm related systems; Research and development of emerging energy technologies; Computer system services; Software sales; Sales of information security equipment; Information system integration service; Information technology consulting services; Information system operation and maintenance services; Intelligent control system integration; Financing advisory services; Wind power technology services; Power generation technology services; Import and export of goods; Technology import and export; Sales of metal structures (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
6. Relationship with the company: the company held the 30th meeting of the Fourth Board of directors on March 8, 2022 and the second extraordinary general meeting of shareholders in 2022 on April 6, 2022. The proposal on foreign investment and related party transactions was deliberated and adopted. The company plans to cooperate with Chen Xuedong, Chen Xuedong and Anhui ruihezhi business consulting partnership (limited partnership) and others jointly increased the capital of Jiangsu Ruizhi Zhonghe New Energy Technology Co., Ltd., a wholly-owned subsidiary of Jiangsu Yunzhi Xinghe Network Technology Co., Ltd. After the capital increase, the company will hold 51% of the shares of ruizhizhong, and ruizhizhong will become the holding subsidiary of the company.
7. Main financial data of the latest year (audited): as of December 31, 2021, the total assets were 4.058 million yuan, the net assets were 3.7278 million yuan and the net profit was -3.4322 million yuan.
3、 Main contents of the guarantee agreement
After the proposal is considered and approved by the board of directors and the general meeting of shareholders, the guaranteed will apply to relevant financial institutions for matters related to this guarantee within the scope of credit line. The guarantee agreement has not been signed for the guarantee matters considered by the board of directors, and the specific guarantee contents shall be subject to the signed guarantee agreement.
4、 Opinions of the board of directors
In order to meet the production, operation and development needs of the company and its subsidiaries, the company and its subsidiaries intend to apply to commercial financial institutions for a comprehensive credit line of no more than RMB 1 billion. The business scope includes but is not limited to all kinds of loans, acceptance bills, letters of credit, letters of guarantee, etc., and authorize the company to mortgage the plant and land of the company and its subsidiaries or pledge the equity of its subsidiaries within the credit period, The credit line can be recycled. The cumulative amount of credit guarantee provided by the company for wholly-owned subsidiaries, wholly-owned subsidiaries and holding subsidiaries shall not exceed RMB 500 million. The guaranteed subsidiaries must be wholly-owned subsidiaries, wholly-owned subsidiaries and holding subsidiaries with 100% equity held by the company. The guarantee lines of the above subsidiaries, subsidiaries and holding subsidiaries can be adjusted mutually. The mortgages and pledges provided by the company, subsidiaries, subsidiaries and holding subsidiaries for their application for comprehensive credit extension of financial institutions are not within the scope of the above expected lines.
5、 Opinions of independent directors
In order to ensure the production, operation and development needs of the company, the company and its subsidiaries plan to apply for a comprehensive credit line of 1 billion yuan from financial institutions. The comprehensive credit and guarantee meet the needs of the company's operation and development, promote the business development of the company and its subsidiaries, solve their production and operation and capital needs, and improve the approval efficiency. This time, the overall guarantee scope and amount of the company are clarified, which is conducive to the standardized operation of the company.
The wholly-owned subsidiary has good reputation and operation status. The company has the ability to control its operation and management risks during the guarantee period. This guarantee will not have an adverse impact on the normal operation and business development of the company and its subsidiaries. The approval of this matter complies with the provisions of relevant laws, regulations and the articles of association. Its decision-making process is legal and effective and will not damage the interests of the company and minority shareholders.
6、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the balance of the company's external guarantee is 0 yuan, there is no overdue external guarantee, no guarantee involving litigation and the losses that should be borne due to the judgment of losing the guarantee, and there is no guarantee for shareholders, actual controllers and their related parties.
7、 Documents for future reference
1. Resolutions of the 34th meeting of the 4th board of directors of the company;
2. Resolutions of the 21st Meeting of the 4th board of supervisors of the company;
3. Independent opinions of independent directors on relevant matters of the 34th meeting of the Fourth Board of directors.
It is hereby announced.
Board of directors
April 22, 2022
