Securities code: Guangdong Tloong Technology Group Co.Ltd(300063) securities abbreviation: Guangdong Tloong Technology Group Co.Ltd(300063) Announcement No.: 2022019 Guangdong Tloong Technology Group Co.Ltd(300063)
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
1. Beijing Pinzhong interactive network marketing technology Co., Ltd. (hereinafter referred to as “Beijing Pinzhong”), a secondary wholly-owned subsidiary of Guangdong Tloong Technology Group Co.Ltd(300063) (hereinafter referred to as “the company”), recently signed a comprehensive credit contract with Bank Of Beijing Co.Ltd(601169) Beijing Centergate Technologies (Holding) Co.Ltd(000931) branch (hereinafter referred to as ” Bank Of Beijing Co.Ltd(601169) “), and Beijing Pinzhong applied for a revolving credit line of 30 million yuan from Bank Of Beijing Co.Ltd(601169) , The maximum loan term of each loan shall not exceed 6 months, and the withdrawal period shall be 12 months from the date of signing the contract. Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) technology Financing Guarantee Co., Ltd. (hereinafter referred to as ” Beijing Centergate Technologies (Holding) Co.Ltd(000931) guarantee company”) provides joint and several liability guarantee for the credit, and Guangdong Tloong Technology Group Co.Ltd(300063) provides joint and several liability counter guarantee to Beijing Centergate Technologies (Holding) Co.Ltd(000931) guarantee company, and the guarantee period is three years after the expiration of the performance period of each creditor’s right under the main contract.
2. The company, Beijing zitiao Network Technology Co., Ltd. (hereinafter referred to as “Beijing zitiao”) and Beijing Pinzhong recently signed the debt repayment and guarantee contract. Beijing zitiao undertakes a certain proportion of counter guarantee obligations for the guarantee liability of the above Beijing Centergate Technologies (Holding) Co.Ltd(000931) guarantee company. Based on the actual performance of the above-mentioned counter guarantee obligations, Beijing zitiao enjoys corresponding creditor’s rights to Beijing Pinzhong, and Beijing Pinzhong is obliged to pay off such creditor’s rights in full. The company provides irrevocable joint and several liability guarantee to Beijing zitiao for the payment of the above-mentioned creditor’s rights. The guarantee period shall be three years after the expiration of the guaranteed debt performance period.
2、 Approval of guarantee limit
The company held the 36th meeting of the Fifth Board of directors on March 15, 2022 and the second extraordinary general meeting of shareholders in 2022 on March 31, 2022. The meeting deliberated and adopted the proposal on increasing the amount of guarantee provided to subsidiaries, and agreed to increase the amount of guarantee provided by the company to subsidiaries from the amount of no more than RMB 933 million in the original year to RMB 1.213 billion, Including 573 million yuan of bank financing guarantee and 640 million yuan of business guarantee. The guarantee methods include but are not limited to guarantee, mortgage, pledge, counter guarantee and other methods. The validity period of the guarantee amount is one year from the date of deliberation and approval by the general meeting of shareholders. Among them, Beijing Pinzhong can provide a guarantee of no more than 663 million yuan.
Before this guarantee, the actual guarantee balance of the company to Beijing Pinzhong was 414 million yuan, including 144 million yuan of bank loan guarantee balance and 270 million yuan of business guarantee balance. After this guarantee, the actual guarantee balance of the company to Beijing Pinzhong is 444 million yuan, of which the bank loan guarantee balance is 174 million yuan, the business guarantee balance is 270 million yuan, and the remaining guarantee amount is 219 million yuan.
3、 Basic information of guaranteed subsidiaries
1. Name: Beijing Pinzhong interactive network marketing technology Co., Ltd
2. Registered address: Building 5, No. 25, Shuntong Road, Renhe Town, Shunyi District, Beijing
3. Legal representative: Feng Yi
4. Registered capital: 140 million yuan
5. Company type: limited liability company (sole proprietorship of legal person)
6. Business scope: technology development; Technical services; Technology promotion; Designing, producing, acting and publishing advertisements; Computer graphic design and production; Organize cultural and artistic exchange activities (excluding performance and chess room); Conference services; Undertake exhibitions.
7. Date of establishment: January 7, 2011
8. Shareholders: Beijing Pinzhong innovation interactive information technology Co., Ltd., a wholly-owned subsidiary of the company, holds 100%.
9. Financial position:
Unit: RMB 10000
December 31, 2020 (audited) September 30, 2021 (Unaudited)
Beijing Pinzhong interactive total assets total liabilities total net assets total liabilities total net assets
Network marketing technology 14657005917335654836491632725299830826344170 Co., Ltd. 2020 (audited) January September 2021 (Unaudited)
Total operating income and profit net profit total operating income and profit net profit
730483.87 14,585.18 12,354.29 509183.27 8,373.31 7,440.44
10. Whether it is a dishonest executee: no
4、 Main contents of guarantee agreement
1. Maximum counter guarantee (guarantee) contract signed by Guangdong Tloong Technology Group Co.Ltd(300063) and Beijing Centergate Technologies (Holding) Co.Ltd(000931) guarantee company
(1) Principal creditor’s right of counter guarantee: the principal, interest, penalty interest and other expenses paid off by Beijing Centergate Technologies (Holding) Co.Ltd(000931) guarantee company on behalf of Beijing Pinzhong according to the maximum entrustment guarantee contract signed between Beijing Pinzhong and Beijing Centergate Technologies (Holding) Co.Ltd(000931) guarantee company, the guarantee fee, review fee, interest, penalty interest and other expenses charged by Beijing Centergate Technologies (Holding) Co.Ltd(000931) guarantee company from Beijing Pinzhong, and the guarantee fee, review fee, interest, penalty interest and other expenses charged by Beijing Centergate Technologies (Holding) Co.Ltd(000931) guarantee company due to the non establishment, invalidity and Compensation and other expenses paid in accordance with the law or the contract in the case of cancellation.
(2) Maximum amount of counter guarantee: the maximum amount of principal balance of principal creditor’s rights guaranteed is 30 million yuan.
(3) Guarantee mode: joint and several liability guarantee
(4) Guarantee period: the guarantee period of compensation and compensation is three years from the date of establishment of the credit agreement to the date when Beijing Centergate Technologies (Holding) Co.Ltd(000931) guarantee company pays compensation and compensation on behalf of Beijing Pinzhong. If Beijing Centergate Technologies (Holding) Co.Ltd(000931) guarantee company pays compensation or compensation in multiple amounts, the guarantee period of the debt shall be calculated separately according to three years after each payment date; The guarantee period of the guarantee fee is three years after the expiration of the payment period of the guarantee fee. If the guarantee fee is paid in multiple payments, the guarantee period of the debt shall be calculated separately according to three years after the date of each payment.
2. Debt repayment and guarantee contract signed by Beijing zitiao, Beijing Pinzhong and Guangdong Tloong Technology Group Co.Ltd(300063) Guangdong Tloong Technology Group Co.Ltd(300063)
(1) Guaranteed principal debt and maximum guarantee limit: Beijing zigiao and Beijing Centergate Technologies (Holding) Co.Ltd(000931) guarantee company agree that Beijing zigiao will provide the maximum guarantee to Beijing Centergate Technologies (Holding) Co.Ltd(000931) guarantee company according to a certain proportion of guarantee liability for the debt incurred under the above maximum entrusted guarantee contract. Based on the actual performance of the above-mentioned counter guarantee obligations, Beijing zitiao enjoys corresponding creditor’s rights to Beijing Pinzhong, and Beijing Pinzhong is obliged to pay off such creditor’s rights in full, Guangdong Tloong Technology Group Co.Ltd(300063) for the timely and full payment of such guaranteed creditor’s rights, provide Beijing zitiao with an irrevocable 100% joint and several liability guarantee, which covers not only the above guaranteed creditor’s rights, but also the resulting liquidated damages, damages Handling charges and other expenses incurred for signing or performing this contract, as well as the expenses incurred by Beijing zigiao in realizing its security rights and creditor’s rights, etc.
(2) Guarantee mode: joint and several liability guarantee
(3) Guarantee period: three years after the expiration of the guaranteed debt performance period.
5、 The company’s accumulated external guarantees and overdue guarantees
As of the latest audit date, the balance of guaranteed assets of the wholly-owned subsidiary (including the total amount of guaranteed assets of the wholly-owned subsidiary) was RMB 8.28 million, accounting for 26.66% of the total amount of net assets of the wholly-owned subsidiary. The guarantee amount of the company is 1213 million yuan, and the remaining guarantee amount is 390.32 million yuan. The company and its wholly-owned subsidiaries and holding subsidiaries have no external guarantee; The company and its subsidiaries have no overdue guarantee.
6、 Documents for future reference
1. Resolutions of the 36th meeting of the 5th board of directors of the company;
2. Resolution of the second extraordinary general meeting of shareholders in 2022;
3. Comprehensive credit contract (0737915) and loan contract (737982) signed by Beijing Pinzhong interactive network marketing technology Co., Ltd. and Bank Of Beijing Co.Ltd(601169) Beijing Centergate Technologies (Holding) Co.Ltd(000931) branch;
4. The maximum amount entrustment guarantee contract (wt0304, 2022) and entrustment guarantee contract (wt0304-1, 2022) signed by Beijing Pinzhong interactive network marketing technology Co., Ltd. and Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) technology Financing Guarantee Co., Ltd;
5. Maximum counter guarantee (guarantee) contract (No. bz0304, 2022) signed by the company and Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) technology Financing Guarantee Co., Ltd;
6. Debt repayment and guarantee contract (ct2022040 Shanghai Phoenix Enterprise (Group) Co.Ltd(600679) 0) signed by the company, Beijing Pinzhong interactive network marketing technology Co., Ltd. and Beijing zitiao Network Technology Co., Ltd.
It is hereby announced.
Guangdong Tloong Technology Group Co.Ltd(300063) board of directors April 24, 2002
