Stock Code: Xueda (Xiamen) Education Technology Group Co.Ltd(000526) stock abbreviation: Xueda (Xiamen) Education Technology Group Co.Ltd(000526) Announcement No.: 2022037 XueDa (Xiamen) Education Technology Group Co., Ltd
Announcement on providing guarantee for subsidiary’s application for bank credit line
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:
It is estimated that in the next 12 months, the total amount of external guarantee of the company and its holding subsidiaries will exceed 100% of the latest audited net assets (the guarantee between wholly-owned subsidiaries), and the amount of unit guarantee with an asset liability ratio of more than 70% will exceed 50% of the latest audited net assets of the company (the guarantee between wholly-owned subsidiaries). Please pay attention to the investment risk.
1、 Overview of credit granting and guarantee
(I) XueDa (Xiamen) Education Technology Group Co., Ltd. (hereinafter referred to as “the company”) held the second meeting of the 10th board of directors on April 22, 2022, deliberated and adopted the proposal on providing guarantee for subsidiaries’ application for bank credit line. The basic information is as follows:
1. According to the needs of the daily operation of Beijing XueDa Information Technology Group Co., Ltd. (hereinafter referred to as “XueDa information”), a wholly-owned subsidiary of the company, the company agrees that XueDa information applies to commercial banks for a comprehensive credit of no more than 800 million yuan. The validity of this resolution is 12 months from the date of adoption of the resolution of the general meeting of shareholders deliberating this proposal; The specific credit business type and credit line shall be subject to the actual approval results of the bank. The specific amount used shall be determined by XueDa information according to the actual business needs, and shall be subject to the actual financing amount of XueDa information and the bank.
2. It is agreed that the company and its subsidiaries Xuecheng Century (Beijing) Information Technology Co., Ltd. (hereinafter referred to as “Xuecheng century”) and Tianjin Xueda (Xiamen) Education Technology Group Co.Ltd(000526) Technology Co., Ltd. (hereinafter referred to as “Tianjin XueDa”) shall provide joint and several liability guarantee for the bank credit of XueDa information according to the actual needs of commercial banks, and shall be exempted from the payment of guarantee fees by XueDa information, and there is no need for XueDa information to provide counter guarantee, and the guarantee amount shall not exceed 800 million yuan, The validity period of this resolution is 12 months from the date of adoption of the resolution of the general meeting of shareholders deliberating this proposal; The amount, method and term of specific guarantee shall be subject to the relevant guarantee contract signed.
Zhonghua University Co., Ltd. holds 100% equity of Xuecheng century and 100% equity of Tianjin University. Zhonghua University Co., Ltd. is a wholly-owned subsidiary of Xueda (Xiamen) Education Technology Group Co.Ltd(000526) group, a wholly-owned subsidiary of the company.
3. The board of directors requests the general meeting of shareholders to authorize the chairman of the board of directors or his authorized representative to sign the relevant contracts, agreements and other legal documents within the above credit and guarantee line of the company and go through relevant procedures.
(II) the company held the second meeting of the 10th board of directors on April 22, 2022, with 7 votes
The decision on applying for bank credit line for subsidiaries was deliberated and adopted with 0 votes against and 0 abstentions
Proposal on providing guarantee. This proposal still needs to be approved by the general meeting of shareholders of the company.
2、 Estimated amount of external guarantee
The proportion of the new guarantee amount of the guarantor and the guaranteed party up to the current year
The shareholding ratio of the guarantor and the secured party to the guarantee before the assets in the recent period is increased. Is the most relevant liability ratio balance limit of the listed company guaranteed? The proportion of net assets in the recent period
Company, School
Cheng Shiji, XueDa information 100% 74.59% 800 million yuan 192.55% no Tianjin XueDa
Note: the latest period refers to the period ending December 31, 2021.
According to the needs of daily operation, XueDa information, a wholly-owned subsidiary of the company, plans to apply to commercial banks for comprehensive management
The credit line is no more than 800 million yuan. The company and its subsidiaries Xuecheng century and Tianjin XueDa plan to be based on the commercial bank
Provide joint and several liability guarantee for university information.
As of March 31, 2022, the asset liability ratio of XueDa information was 74.59%. Up to now, the company
The external guarantee balance of the company and its subsidiaries is 0, and the new guarantee amount is expected to be 800 million yuan (different guarantee subjects)
If guarantees are provided for the same financing event, the guarantee amount will not be calculated repeatedly), and the guarantee amount accounts for the most recent proportion of the company
The proportion of net assets in phase I is 192.55%.
3、 Basic information of the guaranteed
1. Company name: Beijing XueDa Information Technology Group Co., Ltd
2. Unified social credit Code: 911101086923412949
3. Address: 1602c, 13 / F, block B, No. 2 Beijing Centergate Technologies (Holding) Co.Ltd(000931) South Street, Haidian District, Beijing
4. Type: limited liability company (sole proprietorship of legal person)
5. Legal representative: Jin Xin
6. Registered capital: 589625700 yuan
7. Date of establishment: July 13, 2009
8. Business scope: technology development, technical consultation and technical services; Computer system services; Data division
Manage; Educational consultation; Application software services; Basic software services; Sales of communication equipment, electronic products, cultural goods, instruments, toys and handicrafts; Organize cultural and artistic exchange activities (excluding commercial performances); Conference services; Undertake exhibition activities; Computer technology training; Wholesale, retail and online sales of books, newspapers, periodicals, electronic publications and audio-visual products (the publication business license is valid until April 30, 2022); Internet information services. (market entities shall independently choose business items and carry out business activities according to law; Internet information services and projects subject to approval according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
9. Ownership structure: the company holds 100% equity of XueDa information.
10. Major financial data of XueDa information in the latest year and issue (consolidated caliber):
Unit: 10000 yuan
December 31, 2021 March 31, 2022
(audited) (Unaudited)
Total assets 2293439222879998
Total liabilities 17106312 (including bank loans 16863067) (including total bank loans 0.00, total current liabilities 0.00 and total current liabilities)
138427.29） 132402.10）
Total amount involved in contingencies (including
Guarantee, mortgage, litigation and arbitration none
Item)
Net assets 58280806016931
Project year 2021 January March 2022
(audited) (Unaudited)
Operating income 251143614930502
Total profit 310.03216297
Net profit -146277188851
11. As of the disclosure date of this announcement, XueDa information has not carried out credit rating and is not a dishonest executee.
4、 Main contents of the guarantee agreement
This is the expected amount of guarantee in the next 12 months. The relevant guarantee agreement has not been signed, and the main contents of the guarantee agreement will be determined by relevant parties through negotiation. The company will perform the obligation of information disclosure according to the actual situation after the above guarantee events actually occur in accordance with relevant regulations.
5、 Opinions of the board of directors
XueDa information, a wholly-owned subsidiary of the company, applies for bank credit and is guaranteed by the company, Xuecheng century, a wholly-owned subsidiary, and Tianjin XueDa, which helps to ensure its operating capital needs and facilitate its business development.
The board of directors of the company believes that: the guaranteed party XueDa information is a wholly-owned subsidiary within the scope of the company’s consolidated statements, has the ability of sustainable operation and debt repayment, and the risk of providing guarantee for XueDa information is controllable. It will not have an adverse impact on the normal operation and business development of the company, Xuecheng century and Tianjin XueDa, and there is no damage to the interests of the company and other shareholders, especially small and medium-sized shareholders.
This guarantee is for a wholly-owned subsidiary and there is no counter guarantee.
6、 Accumulated external guarantees and overdue guarantees
As of the date of this announcement, the company and its holding subsidiaries have no effective external guarantee, no overdue external guarantee, no external guarantee involving litigation and no loss due to the judgment of losing the guarantee.
It is hereby announced.
Board of directors of XueDa (Xiamen) Education Technology Group Co., Ltd
April 26, 2022
