Securities code: Modern Avenue Group Co.Ltd(002656) securities abbreviation: Modern Avenue Group Co.Ltd(002656) Announcement No.: 2022034 Modern Avenue Group Co.Ltd(002656)
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions in the announcement.
1、 Overview of credit and guarantee
According to the needs of the company's operation and business development, in order to make overall arrangements for the financing affairs of Modern Avenue Group Co.Ltd(002656) (hereinafter referred to as "the company") and its subordinate holding companies and effectively control the financing risk, the company and its subordinate holding companies plan to apply to each bank for a comprehensive credit line (including existing business) with a total scale of no more than 500 million yuan. The total scale of the credit is not equal to the actual financing amount. The credit line actually used or the actual financing amount of each company shall be within the credit line, and the agreement actually signed between the bank and the company or its subordinate holding company shall prevail. Within the credit line, the company and its subordinate holding companies provide mutual guarantees according to the actual needs, not limited to the guarantee of the company to its holding subsidiaries and its holding subsidiaries to its holding subsidiaries, with a total guarantee amount of no more than 500 million yuan (including 500 million yuan). Each company can select the bank that is most beneficial to the company and its subordinate holding companies according to the specific credit or guarantee conditions, and replace the used credit line or guarantee line between the date of deliberation and approval of the 2020 annual general meeting of shareholders and the date of holding the 2021 annual general meeting of shareholders, so as to ensure that the total scale of comprehensive credit after replacement does not exceed 500 million yuan (including 500 million yuan) and the total amount of guarantee does not exceed 500 million yuan (including 500 million yuan).
This matter was deliberated at the 10th meeting of the 5th board of directors on April 26, 2022, and it was agreed to request the 2021 annual general meeting of shareholders of the company to authorize the legal representative of the company or the authorized agent designated by the legal representative to sign the legal documents within the above credit line and guarantee amount, authorize the management to handle relevant matters, and do not hold another board of directors or general meeting of shareholders. In this event, the amount of a single guarantee exceeds 10% of the latest audited net assets and the asset liability ratio exceeds 70%, which shall take effect after being deliberated and approved by the company's 2021 annual general meeting of shareholders.
2、 Basic information of the guaranteed
(I) equity structure chart of the company and its subordinate holding companies (see the attached figure for details)
(II) basic information of the company's subjects that may be involved in the above credit and guarantee matters at present
1 Modern Avenue Group Co.Ltd(002656)
Date of establishment: July 18, 2002
Registered address: No. 23, spectrum Middle Road, Science City, Huangpu District, Guangzhou
Legal representative: Lin Yichao
Registered capital: RMB 712519844
Industry: Wholesale and retail
Equity structure: as of the disclosure date of this announcement, the controlling shareholder Guangzhou Ruifeng Group Co., Ltd. holds 4.52% equity of the company, the natural person shareholder Lin Yongfei holds 2.64%, the natural person shareholders Yan Yanxiang, Weng Wuyou, He Lin, Li Enping and Weng Huayin hold 0.02%, 2.69%, 2.53%, 3.29% and 3.62% equity respectively, and the first phase employee stock ownership plan of modern Avenue holds 1.41%, The rest are public shares, with a total shareholding of 79.28%.
Operation: as of December 31, 2021, the total assets of the company are 125979841034 yuan and the net assets are 92379289385 yuan; In 2021, the operating income was 12091852546 yuan, the operating profit was -115362128202 yuan and the net profit was -115079888425 yuan.
2. Kanudi Road Clothing Co., Ltd. (Hong Kong)
Date of establishment: May 25, 2009
Registered address: room 120112 / F, Shanghai industrial investment building, 48-62 Hennessy Road, Wangai, Hong Kong
Director's representative: Lin Yichao
Registered capital: HK $20 million
Industry: clothing retail
Equity structure: the company holds 100% of its equity
Operation: as of December 31, 2021, the total assets of the company are 73562780729 yuan and the net assets are 63189677185 yuan; In 2021, the operating income was 222383496 yuan, the operating profit was -4052360815 yuan and the net profit was -37370488 yuan.
3. Guangzhou Shidan Trading Co., Ltd
Date of establishment: April 4, 2006;
Registered address: room 01, floor 13a, building A1, No. 23, spectrum Middle Road, Science City, Huangpu District, Guangzhou
Legal representative: Lin Yichao
Registered capital: RMB 10 million
Industry: Wholesale and retail
Equity structure: the company holds 100% of its equity
Operation: as of December 31, 2021, the total assets of the company are 9850372315 yuan and the net assets are -3816 Cgn Nuclear Technology Development Co.Ltd(000881) yuan; In 2021, the operating income was 7070889595 yuan, the operating profit was 1721513226 yuan and the net profit was 582339884 yuan.
4. Guangzhou kanudi Road International Brand Management Co., Ltd
Date of establishment: May 7, 2008
Registered address: room 02, floor 13a, building A1, No. 23, spectrum Middle Road, Science City, Huangpu District, Guangzhou
Legal representative: Lin Yichao
Registered capital: RMB 10 million
Industry: business services
Equity structure: the company holds 100% of its equity
Operation: as of December 31, 2021, the total assets of the company are 60868950 yuan and the net assets are -2306350721 yuan; The annual operating profit is -5151656 yuan, which is -202631 yuan.
5. Kanudi Road International Co., Ltd
Date of establishment: June 22, 2007
Registered address: block L, 9 / F, block 30, Haojing garden, blaganyi street, Taipa, Macao
Director's representative: Lin Yichao
Registered capital: mop 25000
Main business: retail and wholesale fashion
Equity structure: the company's wholly-owned subsidiary kanudi Road Clothing Co., Ltd. (Hong Kong) holds 90% of its equity, and the company's wholly-owned grandson modern Avenue Brand Management Co., Ltd. holds 10% of its equity.
Operation: as of December 31, 2021, the total assets of the company are 19031396359 yuan and the net assets are 12910183183 yuan; In 2021, the operating income was 14476492361 yuan, the operating profit was -2693647803 yuan and the net profit was -2696680937 yuan.
6. Guangzhou liankafu famous products Management Co., Ltd
Date of establishment: September 13, 2013
Registered address: room 701, building A1, No. 23, spectral Middle Road, Huangpu District, Guangzhou
Legal representative: Lin Yichao
Registered capital: RMB 122.5 million
Industry: business services
Equity structure: Guangzhou Shidan Trading Co., Ltd., a wholly-owned subsidiary of the company, holds 100% of its equity.
Operation: as of December 31, 2021, the total assets of the company are 6043822728 yuan and the net assets are -10855455225 yuan; In 2021, the operating income was 25906161 yuan, the operating profit was 264752807 yuan and the net profit was 461479888 yuan.
7、LEVITAS S.P.A.
Date of establishment: April 6, 2006
Place of registration: Milano (MI) via Enrico standard 36 cap 20144
Chairman of the board of directors (Executive Director): Lin Yichao
Registered capital: 9010970 euros
Main business: mainly engaged in the design, brand promotion and authorization of Dirk bikkembergs brand
Equity structure: Hong Kong kanudi Road, a wholly-owned subsidiary of the company, holds 100% of its equity.
Operation: as of December 31, 2021, the total assets of the company are 3359494594 yuan and the net assets are 408596345 yuan; In 2021, the operating income was 2533720659 yuan, the operating profit was 118403256 yuan and the net profit was -553891039 yuan.
3、 Main contents of guarantee agreement
The company and its subordinate holding companies provide mutual guarantees under the total credit line and guarantee line as appropriate, including but not limited to joint and several liability guarantee. The actual guarantee content still needs further negotiation between the companies and relevant banks, and the officially signed guarantee agreement shall prevail.
4、 Opinions of the board of directors
1. The decision of this guarantee limit is based on the requirements of the company's overall business plan for 2022, the company makes overall arrangements for the financing affairs of the company and its subordinate holding companies, and effectively controls the financing risk. The company and its subordinate holding companies will provide mutual guarantees with a total amount of no more than 2 billion yuan according to the credit needs.
2. If the company directly or indirectly holds 100% of the equity of the guaranteed, there is no corresponding guarantee provided by other shareholders of the guaranteed; If the company does not directly or indirectly hold 100% of the equity of the guaranteed, other shareholders of the guaranteed will not provide corresponding guarantee according to their shareholding ratio.
3. Both the proposed guarantor and the guaranteed are the subjects within the scope of the company's consolidated statements, mainly engaged in the business that the company focuses on. The overall financial indicators of the company are stable and can repay bank loans and other financing at the agreed time. The risk of mutual guarantee between the company and its subsidiary holding companies is small. At the same time, the company can monitor the cash flow and financial changes of subordinate holding companies in real time according to the management system of holding subsidiaries, and effectively control the external guarantee risk of the company in strict accordance with the notice on regulating the external guarantee behavior of listed companies issued by China Securities Regulatory Commission and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange issued by Shenzhen Stock Exchange.
5、 Opinions of independent directors
The independent directors of the company believe that the company and its subordinate holding companies apply for comprehensive credit lines and provide guarantees to each other. The company can effectively control relevant risks, and the decision-making procedures comply with the provisions of relevant laws and regulations, which is conducive to the development of relevant businesses of the company and does not harm the interests of the company and shareholders. We agree that the company and its subordinate holding companies apply for comprehensive credit line and provide mutual guarantee, and agree to submit relevant proposals to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Opinions of the board of supervisors
The board of supervisors of the company believes that the company is in good operation, stable financial condition, and the approval procedures comply with the provisions of relevant laws, regulations and the articles of association, which will not harm the interests of the company and shareholders. The board of supervisors agrees that the company and its subordinate holding companies apply for comprehensive credit and provide mutual guarantees, and agrees to submit relevant proposals to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Accumulated external guarantee amount
As of December 31, 2021, the total guaranteed principal of the company and its subordinate holding companies was 166 million yuan (including the guarantee provided by the controlling shareholders and actual controllers in the name of the company and subsidiaries without authorization), accounting for 22.18% of the company's net assets as of December 31, 2021.
8、 Documents for future reference:
1. Modern Avenue Group Co.Ltd(002656) the resolution of the 10th meeting of the 5th board of directors;
2. Modern Avenue Group Co.Ltd(002656) the resolution of the 6th meeting of the 5th board of supervisors;
3. Modern Avenue Group Co.Ltd(002656) independent directors' independent opinions on relevant matters of the 10th meeting of the 5th board of directors of the company.
Modern Avenue Group Co.Ltd(002656) board of directors April 27, 2022
Attached figure: Modern Avenue Group Co.Ltd(002656) equity structure diagram (as of December 31, 2021)
