Securities code: Omh Science Group Co.Ltd(300486) securities abbreviation: Omh Science Group Co.Ltd(300486) Announcement No.: 2022035 Omh Science Group Co.Ltd(300486)
Announcement on providing guarantees and related party transactions for joint stock companies
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.
Omh Science Group Co.Ltd(300486) (hereinafter referred to as “the company”) held the third meeting of the eighth board of directors and the second meeting of the eighth board of supervisors on April 22, 2022, deliberated and adopted the proposal on providing guarantees and related party transactions for joint-stock companies. The relevant matters are hereby announced as follows:
1、 Overview of external guarantees
(I) overview
At the 28th meeting of the 7th board of directors held on December 20, 2021, the company deliberated and adopted the proposal on abandoning the preemptive right to increase capital and related party transactions of holding subsidiaries. In order to achieve further development, expand scale and enhance business capacity, Shenzhen CIMC Intelligent Technology Co., Ltd. (hereinafter referred to as “CIMC intelligent”) plans to increase its registered capital by RMB 14216136. According to Omh Science Group Co.Ltd(300486) investment planning and operation status, Omh Science Group Co.Ltd(300486) decided to agree the original shareholder Shenzhen jizhihe investment enterprise (limited partnership) to participate in the capital increase of CIMC intelligence and give up the preemptive right of capital increase After Omh Science Group Co.Ltd(300486) abandons the capital increase, CIMC intelligence will no longer be a subsidiary within the scope of Omh Science Group Co.Ltd(300486) consolidated statements. As of December 20, 2021, Omh Science Group Co.Ltd(300486) the guarantee balance of CIMC intelligence was 29.8 million yuan. CIMC intelligence originally planned to repay the loan and terminate the guarantee within 3 months after the completion of equity change registration.
On January 21, 2022, Shenzhen jizhihe investment enterprise (limited partnership) completed the capital increase of CIMC intelligence, which obtained the business license renewed by Shenzhen market supervision administration. As of the disclosure date of this announcement, due to CIMC intelligent business management and capital turnover planning, three loans totaling 13.6 million yuan could not be merged and terminated within 3 months from the date of completion of industrial and commercial change registration. In order to support the normal operation of CIMC intelligence, the company will continue to provide guarantee for the 13.6 million yuan loan that CIMC intelligence failed to repay as planned. The details are as follows:
(II) relevant review and approval procedures
Yes. According to the regulations of Shenzhen Stock Exchange GEM Listing Rules, the scope of consolidated statements has been changed due to the company’s waiver of the priority subscription right of CIMC intelligence for capital increase. CIMC intelligence is no longer a subsidiary within the scope of the company’s consolidated statements. The guarantee provided by the company for the loan of 13.6 million yuan of CIMC intelligence forms a guarantee for related parties.
The company held the third meeting of the 8th board of directors on April 22, 2022, and deliberated and adopted the proposal on providing guarantees and related party transactions for joint-stock companies with 7 affirmative votes, 0 negative votes and 0 abstention votes. The related directors Lin wanhuan and Wang Yonghong avoided voting. The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on this matter. This guarantee and related party transaction still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and the related shareholders interested in the related party transaction will withdraw from voting.
2、 Basic information of the guaranteed (related party)
1. Company name: Shenzhen CIMC Intelligent Technology Co., Ltd
Unified social code: 91440 Fine Made Microelectronics Group Co.Ltd(300671) 874681c
Address: b1001-b1004, Shenzhen national engineering laboratory building, No. 20, Gaoxin South seventh Road, high tech Zone community, Yuehai street, Nanshan District, Shenzhen
Legal representative: Pan Xinchu
Type: limited liability company
Registered capital: 110284764 million yuan
Date of establishment: February 29, 2008
Business term: February 29, 2008 to February 28, 2058
Business scope: general business items are: providing intelligent security products, systems, and integrated application solutions for the field of modern logistics; Design, develop, sell and agent intelligent electronic products, software and systems, as well as related technical consulting and services; Provide customers with information and value-added services for the construction of modern logistics chain; System software project development and technical maintenance; Intelligent system integration and door-to-door installation of weak current engineering; Industrial automation system development, door-to-door installation and commissioning; Research and development of automation equipment, door-to-door installation and commissioning; Design, development, door-to-door installation and commissioning of network communication and security monitoring information system integration project; The licensed business items are: automatic equipment production; Construction of LEO satellite ground and application system, development and production of LEO satellite communication chip, LEO Satellite Internet of things communication module, and other businesses related to LEO satellite communication application system.
2. Ownership structure:
No. name of shareholder capital contribution shareholding ratio (%)
(name) (RMB / 10000)
1 Shenzhen Dongjie 38661765 35.06
2 zhihezhong 14058824 12.75
3 China International Marine Containers (Group) Co.Ltd(000039) 9138235 8.29
4 foreground intelligence 5623529 5.10
5 Zhongzhi Donglian 2811765 2.55
6 jizhihe 39990646 36.26
Total 110284764 100
3. Main financial position:
Unit: 10000 yuan
Project March 31, 2022 (Unaudited) December 31, 2021 (audited)
Total assets 32052792558051
Total liabilities 2034635138965
Total owner’s equity 11706441168401
Asset liability ratio 63.48% 54.32%
Project March 31, 2022 (Unaudited) year 2021 (audited)
Operating income 3577491437918
Operating cost 2279351079861
Operating profit 22.04 909.70
Net profit 22.43 883.75
3. According to the query results of China executive information disclosure network, CIMC intelligence does not have the situation of being executed for dishonesty, and it does not belong to the person to be executed for dishonesty.
4. Association relationship
Mr. Lin wanhuan, vice chairman and general manager of the company, and Mr. Wang Yonghong, director of the company, served as directors of CIMC intelligence. According to the Shenzhen Stock Exchange GEM Listing Rules, CIMC intelligence is an affiliated legal person of the company. The company’s waiver of CIMC intelligence’s preemptive right to increase capital led to the change of the scope of the consolidated statements. CIMC intelligence is no longer a subsidiary within the scope of the company’s consolidated statements. The guarantee matters between the company and CIMC intelligence before the change of the scope of the consolidated statements constitute related party transactions.
2、 Main contents of related party guarantee
Loan contract and guarantee contract
The maximum principal amount guaranteed by CIMC intelligence to China Industrial (I) on June 11, 2021: RMB 500. The loan of Shenzhen Buji sub branch of Commercial Bank Co., Ltd. (in words: five million yuan only). The loan is 5 million yuan, and the purpose of the loan is production economy (II). Guarantee method: joint and several liability guarantee.
Business turnover, loan contract No. (III) guarantee scope: according to the maximum guarantee contract “040 Ping An Bank Co.Ltd(000001) 62021 (Buji) Zi 00394″, it is the main debt number guaranteed by the maximum guarantee contract, and the loan maturity date is June 10, 2022. The scope of the company’s guarantee includes the principal of the principal creditor’s right Omh Science Group Co.Ltd(300486) to provide the maximum amount for the company’s loan (including the principal of the precious metal lease creditor’s right and its guarantee according to the precious metal guarantee, with the guarantee amount of RMB 5 million, converted into the people’s guarantee contract No. “ICBC Shenzhen self guarantee cloth Zi 2021 amount”), interest, precious metal lease fee, compound interest, No. 033 of, The guarantee methods are joint and several liability guarantee, default interest, liquidated damages, damages and precious metal lease guarantee. As of the date of disclosure of this announcement, the loan balance, rental cost, exchange rate loss (related loss caused by exchange rate change of 5 million yuan), related loss caused by precious metal price change The transaction fees and other expenses incurred by the lessor of the precious metal lease contract according to the corresponding rights in the form agreed in the main contract and the expenses for realizing the creditor’s rights (including but not limited to legal fees, lawyer’s fees, etc.). (IV) guarantee period: May 10, 2021 to December 31, 2023
On August 3, 2021, CIMC intelligent made a loan of 5 million yuan (in words: five million yuan, the loan is 5 million yuan, and the purpose of the loan is production economy) to Shenzhen Buji sub branch of Commercial Bank Co., Ltd. corresponding to the counter guarantee of China industry (I).
Business turnover, loan contract No. (II) guarantee method: joint and several liability guarantee.
“040 Ping An Bank Co.Ltd(000001) 62021 (Buji) Zi 00463 (III) guarantee period: 1. From the effective date to No., and the maturity date of the loan is June 20, 2022. Three years after the expiration of the debt performance period (or the debt is announced to be advanced to Industrial And Commercial Bank Of China Limited(601398) Shenzhen Buji date). 2. If it is agreed to perform the guarantee and guarantee contract signed between the branch and hi tech investment and financing in installments, or agree on different guarantee amount of RMB 5 million for different debts, and the preparation period of the guarantee contract, it shall be from the effective date to three years after the expiration of the performance period of the last debt No. “040 Ping An Bank Co.Ltd(000001) 62021″ Buji (guarantee) Zi (or announce the early maturity of the debt No. 0031, and the guarantee method is the joint and several liability guarantee date). Paul Omh Science Group Co.Ltd(300486) guarantees CIMC intelligence this loan to Gao (IV). The scope of guarantee is all the debts that should be borne by the debtor under the guarantee agreement providing counter guarantee for new investment and financing with a guarantee amount of 5 million. RMB, guarantee contract No. “enterprise guarantee”
A2021024341 “, the guarantee mode is joint and several liability guarantee. As of the disclosure date of this announcement, CIMC intelligence has returned the principal of 800000 yuan and the loan balance of 4.2 million yuan.
On August 13, 2021, CIMC intelligence borrowed from Hang (I) the principal of the loan corresponding to the counter guarantee. The loan amount of Jinzhou Bank Co., Ltd. Shenzhen Branch: 5 million yuan (in words: five million yuan, ten thousand yuan, the purpose of the loan is to pay for the goods and days only).
Regular operating expenses, loan contract No. (II) guarantee method: joint and several liability guarantee.
“093c202202100002”, the maturity date of the loan is (III) guarantee period: 1. From the effective date to August 12, 2022 Three years after the expiration of the debt performance period of Bank Of Hangzhou Co.Ltd(600926) Co., Ltd. (or announcing that the debt is advanced to the date when the company Shenzhen branch signs the guarantee period with high tech investment and financing). 2. If it is agreed to perform the guarantee contract in installments with a guarantee amount of 5 million yuan, or if it is agreed that different performance guarantee contract numbers “093c2022021 Shenzhen Zhongheng Huafa Co.Ltd(000020) 1″ are required for different debts, the guarantee period shall be from the effective date to
