Securities code: Beijing Quanshi World Online Network Information Co.Ltd(002995) securities abbreviation: Beijing Quanshi World Online Network Information Co.Ltd(002995) Announcement No.: 2022038 Beijing Quanshi World Online Network Information Co.Ltd(002995)
Announcement on applying to the bank for comprehensive credit line and providing guarantee to wholly-owned subsidiaries in 2022
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:
This guarantee is to provide guarantee to the wholly-owned subsidiary. The asset liability ratio of the wholly-owned subsidiaries Tianjin Swire era network technology Co., Ltd. (hereinafter referred to as “Swire era”) and Beijing Xuanwu era technology Co., Ltd. (hereinafter referred to as “Xuanwu era”) is more than 70%. Investors are requested to pay full attention to the guarantee risk.
1、 Overview of application for comprehensive credit and external guarantee
The proposal on “credit line” of the third session of the board of directors of the company and the fourth session of the board of directors of the company were reviewed and approved, and the proposal on “credit line” was provided to the third session of the board of directors of the company, It is agreed that the company and its wholly-owned subsidiaries apply to relevant banks for a comprehensive credit line with a total amount of no more than 100 million yuan (including 100 million yuan). The actual controller of the company shall provide free guarantee for the comprehensive credit line with a total amount of no more than 100 million yuan (including 100 million yuan) applied by the company. The specific credit bank, credit line and credit mode shall be subject to the agreement signed between the company and relevant banks. The board of directors authorizes the chairman of the company or the person authorized by the chairman to sign the relevant legal documents within the above credit line on behalf of the company and banking institutions. The amount of credit available to enterprises, including wholly-owned subsidiaries, is 30 million yuan in Swire era and 10 million yuan in Xuanwu era.
The validity period of the credit line is from the date of deliberation and approval of the general meeting of shareholders to the date of adoption of the resolution of the board of directors or the general meeting of shareholders to review the credit line in the next year. The credit line can be used in rolling within the validity period. Within the scope of the above line, when the comprehensive credit line is used in the Taigu era and Xuanwu era, the company will provide joint and several liability guarantee with a maximum amount of 40 million yuan, and the specific guarantee amount shall be subject to the actual amount.
More than two-thirds of the directors attending the fourth meeting of the third board of directors have agreed to apply to the bank for a comprehensive credit line and provide guarantee to the wholly-owned subsidiary. Since the asset liability ratio of the Archaean era and the Xuanwu era exceeds 70%, according to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the articles of association, The application for comprehensive credit line from the bank and the provision of guarantee to the wholly-owned subsidiary need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the guaranteed
(I) basaltic age
Name of the guaranteed: Beijing Xuanwu times Technology Co., Ltd
Date of establishment: September 15, 2014
Address: room 313594, floor 3, Shanshui building, No. 3 Gulou East Street, Miyun District, Beijing
Legal representative: Xin Yi’an
Registered capital: 10 million yuan
Business scope: technology promotion, technology development, technical consultation, technology transfer and technical services; Designing, producing, acting and publishing advertisements; Conference services; Undertake exhibition activities; Organize cultural and artistic exchange activities (excluding performances and chess and card entertainment activities); Educational consultation; Sales of household appliances, electronic products, cultural goods, cosmetics, sanitary products, sporting goods, daily groceries, knitwear and textiles, clothing, furniture, jewelry, toys and toilet appliances; Cultural and entertainment broker services; Economic and trade consultation; Literary and artistic creation; Film and Television planning; Enterprise planning; Basic software services; Application software services (excluding medical software services); Data processing; Performance brokerage; Theatrical performances; Film distribution; Engage in Internet cultural activities; Production of audio-visual products; Operating telecommunication business; Internet information services; Radio and television program production. (market entities shall independently choose business items and carry out business activities according to law; they shall engage in Internet cultural activities, film distribution, radio and television program production, Internet information services, telecommunications business, literary and artistic performances, performance brokerage, audio-visual product production and projects subject to approval according to law, and carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in projects prohibited and restricted by national and municipal industrial policies Operating activities.).
Main business: Internet integrated marketing services.
Relationship with the company: the company is a wholly-owned subsidiary of Beijing Quanshi World Online Network Information Co.Ltd(002995) company
Main financial data:
Unit: Yuan
Main financial indicators 2021.9.30 (Unaudited) 202012.31 (audited)
Total assets 117620728105570400148
Total liabilities 107962116964690377016
Including: total bank loans —
Total current liabilities 107962116964690377016
Total amount involved in contingencies —
Net assets 96586111488 Sunsea Aiot Technology Co.Ltd(002313) 2
Main financial indicators January September 2021 and 2020
Operating income 247776020820722772894
Total profit 53792082 -28856198
Net profit 78170172 -32563819
Credit rating: the credit status of Xuanwu era is good, and there is no external rating.
Upon inquiry: the Xuanwu era does not belong to the dishonest executee.
(II) Archean Era
Name of the guaranteed: Tianjin Swire times Network Technology Co., Ltd
Date of establishment: February 11, 2018
Address: Room 201, building 12, incubator, No. 2 West of Gaowang Road, Beijing Tianjin Science and Technology Valley Industrial Park, Wuqing District, Tianjin
Legal representative: Xin Yi’an
Registered capital: 10 million yuan
Business scope: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Education consulting services (excluding education and training activities involving license approval); Organize cultural and artistic exchange activities; Advertising production; Advertising release (non radio, television and newspaper publishing units); Advertising design and agency; Conference and exhibition services; Cultural and entertainment broker services; Information consulting services (excluding licensed information consulting services); Literary and artistic creation; Other cultural and art brokerage agents; Marketing planning; Data processing and storage support services; Software development; Internet sales (except sales of goods requiring license); Sales of household appliances; Sales of electronic products; Stationery retail; Cosmetics retail; Sales of personal hygiene products; Retail of sporting goods and equipment; Sales of daily necessities; Clothing retail; Sales of knitwear and textiles; Furniture sales; Jewelry retail; Sales of toys, animation and entertainment products; Smart Siasun Robot&Automation Co.Ltd(300024) sales; Sanitary ware sales. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license). Licensed items: advertising (radio, television and newspaper publishers); Production and operation of radio and television programs; Film distribution; TV series distribution; Network culture management; Internet information services; Production of audio-visual products; Performance brokerage; Class I value-added telecommunications services; The second category of value-added telecommunications services; Food Internet sales; Food business; Food business (sales of prepackaged food). (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments).
Main business: Internet integrated marketing services.
Relationship with the company: the company is a wholly-owned subsidiary of Beijing Quanshi World Online Network Information Co.Ltd(002995) company
Main financial data:
Unit: Yuan
Main financial indicators 2021.9.30 (Unaudited) 202012.31 (audited)
Total assets 5370909650637531307512
Total liabilities 5029773812235728841878
Including: total bank loans
Total current liabilities 5029773812235728841878
Total amount involved in contingencies —
Net assets 34113583841802465634
Main financial indicators January September 2021 and 2020
Operating income 152012370409125437825724
Total profit 20817913331252388941
Net profit 1561343500891702456
Credit rating: the credit status of archaic era is good, and there is no external rating.
After inquiry: the archaic era does not belong to the dishonest executee.
3、 Main contents of the guarantee agreement
1. Guarantee amount: the maximum amount is 40 million yuan only
2. Guarantee method: joint and several liability guarantee
3. Guarantee liability period: from the effective date of the guarantee to the maturity date of each loan or other financing under the credit agreement or the creditor’s rights of accounts receivable transferred by your bank or the advance date of each advance, plus three years.
4. Guarantee scope: the principal of the principal creditor’s right under the guarantee, as well as relevant interest, default interest, compound interest, liquidated damages, liquidated damages for delay in performance, factoring expenses, expenses for realizing the security right and creditor’s right and other relevant expenses.
The specific guarantee amount, method, scope and term shall be subject to the relevant contracts actually signed. At present, the relevant credit and guarantee agreement has not been signed, and the company will perform the obligation of information disclosure according to the actual signing. 4、 Opinions of the board of directors
1. With the rapid development of the company’s business scale, in order to meet the needs of daily operating funds, the company and its wholly-owned subsidiaries Taigu era and Xuanwu era plan to apply to the bank for a credit line of 100 million yuan, and the actual controller will provide free guarantee for the company’s credit line, which is conducive to the sustainable and steady development of the company and does not damage the interests of the company and shareholders.
2. Swire era and Xuanwu era are wholly-owned subsidiaries of the company. The company provides guarantee for the above wholly-owned subsidiaries to apply for comprehensive credit line from the bank, which helps them alleviate their capital pressure. The company has absolute control over the archaic era and the Xuanwu era. This guarantee business is uniformly reviewed and handled by the company, which can effectively supervise and control, control the risk and will not have an adverse impact on the company.
3. In view of the fact that Taigu era and Xuanwu era are wholly-owned subsidiaries of the company, the company does not require them to provide counter guarantee measures.
5、 Accumulated external guarantees and overdue guarantees
After this guarantee, the total amount of external guarantees provided by the company and its wholly-owned subsidiaries and holding subsidiaries is 140 million yuan, which are all guarantees provided by the company to wholly-owned subsidiaries, accounting for 13.51% of the company’s latest audited net assets. As of the date of this announcement, the company has no overdue external guarantee, no external guarantee involving litigation and losses due to the judgment of losing the guarantee.
6、 Opinions of independent directors
After checking the above external guarantees, the independent directors believe that the relevant guarantees are mainly required for the operation of the wholly-owned subsidiary, which is conducive to its business development and in line with the common interests of the company and its subsidiaries; The company can effectively control and prevent risks, which will not adversely affect the normal operation of the company, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders; Relevant guarantees have been fulfilled
