Securities code: Shang Gong Group Co.Ltd(600843) 900924 securities abbreviation: Shang Gong Group Co.Ltd(600843) Shanggong B share Announcement No.: 2022012 Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd
Announcement on the forecast of providing guarantee for holding subsidiaries in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
According to the capital requirements of Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd. (hereinafter referred to as "the company") and its holding subsidiary's production, operation and investment plan in 2022, the company plans to provide joint and several liability guarantee with a total amount of no more than 400 million yuan (RMB or equivalent foreign currency, the same below) for the bank loans of its holding subsidiary. The guarantee plan is as follows:
1、 Overview of guarantee
In 2022, the company provided a loan guarantee of 150 million yuan for the wholly-owned subsidiary Shanggong sewing machinery (Zhejiang) Co., Ltd. (hereinafter referred to as "Shanggong Zhejiang"); The amount of loan guarantee for the holding subsidiary Shanghai Shensi Enterprise Development Co., Ltd. and its subsidiaries (hereinafter referred to as "Shensi company") is 150 million yuan, and other shareholders of Shensi company provide guarantee in the same proportion or counter guarantee in the corresponding proportion; The amount of loan guarantee provided for the holding subsidiary Shanggong Fuyi intelligent manufacturing (Tianjin) Co., Ltd. and its subsidiaries (hereinafter referred to as "Shanggong Fuyi") is 100 million yuan, and other shareholders of Shanggong Fuyi provide guarantee in the same proportion or counter guarantee in the corresponding proportion.
The guarantee methods are pledge, mortgage, credit guarantee, bank guarantee, etc. Since the contract has not been signed, the above approved guarantee amount is only the expected amount of the company. The specific main terms of the guarantee contract shall be jointly negotiated and determined by the company, the guaranteed holding subsidiary and the bank. The above loan guarantee limit is applicable to 2022 (valid until the next annual shareholders' meeting).
The company has held the 10th meeting of the 9th board of directors on April 28, 2022, deliberated and adopted the proposal on providing guarantee expectation for holding subsidiaries in 2022, which needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the guaranteed
Shanggong Zhejiang: the company is mainly engaged in R & D, manufacturing and sales of sewing machinery and special textile equipment, import and export of goods and technology, real estate development and operation, property management, conference and exhibition services, etc. The registered address is located at No. 318, Jinchuan Road, Xinqian street, Huangyan District, Taizhou City, Zhejiang Province, with a registered capital of 150 million yuan and 100% of the company's shares. At the end of 2021, the total assets were 603 million yuan and the net assets were 137 million yuan. In 2021, the operating revenue was 186 million yuan, the net profit attributable to the parent company was - 04 million yuan, and the asset liability ratio was 77.31%.
Shensi company: the company is mainly engaged in road cargo transportation (ordinary goods), distribution and storage services (except flammable and explosive dangerous goods), freight forwarding, business information consulting and logistics information consulting. The registered address is located in Baoshan District, Shanghai
The capital is 178.82 million yuan, and the company holds 50%. At the end of 2021, the total assets were 696 million yuan and the net assets were 265 million yuan. In 2021, the operating income was 989 million yuan, the net profit attributable to the parent company was 29 million yuan, and the asset liability ratio was 61.96%.
Shanggong Fuyi: the company is mainly engaged in the manufacturing of special automation equipment and special sewing equipment with high-tech content (optical, mechanical and electrical integration); Design and development of high-grade textile and garment software; Computer textile machinery manufacturing and software development, production, sales and consulting services of related technical products. The registered address is located at No. 6, Baozhong Road, Baodi Economic Development Zone, Tianjin, with a registered capital of 80 million yuan. At the end of 2021, the total assets are 355 million yuan and the net assets are 189 million yuan. In 2021, the operating income was 250 million yuan, the net profit attributable to the parent company was 14 million yuan, and the asset liability ratio was 46.89%.
3、 Opinions of the board of directors
The board of Directors believes that the guarantee object is the wholly-owned and holding subsidiary of the company, and the company can control its operation and finance. The guarantee object has sufficient solvency and the risk is within the controllable range of the company. Considering the continuity of the guarantee amount in previous years and serving the overall strategic arrangement of the company, it is conducive to promoting the business development of wholly-owned subsidiaries and holding subsidiaries, so as to ensure that the company can achieve its production and operation objectives in 2022. During the specific implementation, the internal approval process will be strictly implemented and efforts will be made to prevent risks.
The board of directors agreed to submit the proposal to the general meeting of shareholders for deliberation.
4、 Opinions of independent directors
The independent directors believe that the company can strictly control the total amount of guarantee, and the external guarantee is based on the reasonable needs of the operation and development of the company and its holding subsidiaries. The guarantee decision shall be submitted to the board of directors and the general meeting of shareholders for deliberation and approval. The guarantee decision-making procedure is reasonable and legal, and the company shall timely perform the relevant information disclosure obligations. The guarantee object is the wholly-owned and holding subsidiary of the company, and the company can control its operation and finance. The guarantee object has sufficient solvency, and there is no damage to the interests of the company and its shareholders, especially minority shareholders, so the risk is controllable. From 2021 to 2022, the company did not provide guarantee for any unincorporated unit or individual, nor did the major shareholders and other related parties force the company to provide guarantee. Agree to the proposal on providing guarantee estimates for holding subsidiaries in 2022 and submit it to the general meeting of shareholders of the company for deliberation.
5、 Accumulated guarantee amount and overdue guarantee
As of the disclosure date of this announcement, the total external guarantee of the company and its holding subsidiaries is RMB 0 billion, and the company has no overdue guarantee.
It is hereby announced.
Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd. board of directors April 30, 2002
