Securities code: Qitian Technology Group Co.Ltd(300061) securities abbreviation: Qitian Technology Group Co.Ltd(300061) Announcement No.: 2022063 Qitian Technology Group Co.Ltd(300061)
Announcement on providing guarantee for subsidiaries (II)
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of guarantee
Qitian Technology Group Co.Ltd(300061) (hereinafter referred to as “the company”) deliberated and adopted the proposal on the prediction of external guarantee line in 2022 at the 21st Meeting of the Fifth Board of directors held on April 25, 2022 and the 2021 annual general meeting of shareholders held on May 17, 2022. In order to meet the production and operation needs of the company and its holding subsidiaries and ensure the smooth development of the company and its holding subsidiaries’ application for comprehensive credit or other business, In 2022, it is estimated that the company is a subsidiary, the subsidiary is a company, and the guarantee amount between subsidiaries will not exceed 1.1 billion. The guarantee amount includes the new guarantee and the extension or renewal of the original guarantee. The period starts from the date of deliberation and approval by the general meeting of shareholders to the annual general meeting of shareholders in 2022, and the amount can be recycled within the period. Guarantee methods include but are not limited to credit guarantee, asset mortgage, pledge, etc. The actual guarantee amount is within the total guarantee amount, which shall be subject to the guarantee amount recorded in the guarantee document actually signed by each guarantee subject. The above guarantee amount can be adjusted between the company and subsidiaries according to the actual situation (including subsidiaries newly established or included in the scope of merger within the authorization period). The general meeting of shareholders shall be requested to authorize the chairman of the company and its holding subsidiaries or his designated authorized agent to handle guarantee related matters and sign relevant legal documents within the above guarantee limit according to the actual situation. Without exceeding the above guarantee amount, it is not necessary to submit it to the board of directors and the general meeting of shareholders for deliberation and approval one by one; When the guarantee liability actually occurs, the company will perform the obligation of information disclosure in time. According to the above authorization, in order to meet the operation and business development needs of its holding subsidiary Shanghai Jingzhong Technology Co., Ltd. (hereinafter referred to as “Jingzhong technology”), the company recently issued the maximum irrevocable guarantee to China Merchants Bank Co.Ltd(600036) Shanghai Branch, and the company assumed joint and several guarantee liabilities for all debts under the credit agreement with a credit line of 10 million yuan signed between Jingzhong technology and the bank.
2、 Basic information of the guaranteed
1. Name: Shanghai Jingzhong Technology Co., Ltd
2. Address: room 503a7, No. 2020, Zhongshan West Road, Xuhui District, Shanghai
3. Legal representative: Wang Fubiao
4. Registered capital: 44282119 million yuan
5. Company type: joint stock limited company (unlisted, natural person investment or holding)
6. Date of establishment: July 21, 2005
7. Business scope: technology development, technical service, technical consultation, technology transfer and R & D and sales of related products in the professional fields of network, computer software and hardware and electronic products, computer software and its auxiliary equipment, electronic products, communication equipment and related products, travel information consultation (not engaged in travel agency business) and ticket agency, data processing, and import and export business of goods and technology. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
8. Equity structure: Shanghai Qiji Intelligent Technology Co., Ltd., a wholly-owned subsidiary of the company, holds 59.48% equity of Jingzhong technology through its wholly-owned subsidiary Shanghai Xiaoqi Jingzhong Digital Technology Co., Ltd., directly holds 13.36% equity of Jingzhong technology, and holds 72.84% equity of Jingzhong technology in total.
9. Main financial indicators:
Audited by Lixin Certified Public Accountants (special general partnership), as of December 31, 2021, Jingzhong technology had total assets of 18456222668 yuan, total liabilities of 1733500380 yuan and net assets attributable to the owner of the parent company of 16722722288 yuan. In 2021, the operating income was 5107458554 yuan, the operating profit was 1198933828 yuan, and the net profit attributable to the owner of the parent company was 271858262 yuan.
As of March 31, 2022, Jingzhong technology has total assets of 19768824207 yuan, total liabilities of 2883876825 yuan and net assets attributable to the owner of the parent company of 16884947382 yuan. From January to March 2022, the operating income was 542919802 yuan, the operating profit was 178575997 yuan, and the net profit attributable to the owner of the parent company was 162225094 yuan (the above data were not audited).
3、 Main contents of guarantee agreement
Recently, the company issued the irrevocable guarantee of maximum amount to China Merchants Bank Co.Ltd(600036) Shanghai Branch, and the company will assume joint and several guarantee liability for all debts under the credit agreement with the line of credit of RMB 10 million signed by Jingzhong technology and the bank. The guarantee scope of the company is the sum of the loan and other credit principal balance provided to Jingzhong technology under the credit line in accordance with the credit agreement (the maximum limit is RMB 10 million), as well as relevant interest, default interest, compound interest, liquidated damages, liquidated damages for delay in performance, factoring expenses, expenses for realizing security rights and creditor’s rights and other relevant expenses. The guarantee liability period is 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 the bank or the advance date of each advance plus three years. In case of extension of any specific credit, the guarantee period shall be extended to another three years after the expiration of the extension period.
4、 Opinions of the board of directors
The board of Directors believes that the company’s guarantee for the credit line applied by its holding subsidiary Jingzhong technology is conducive to its fund-raising and business development, which is in line with the overall interests of the company. The company has control over its daily operation, and the financial risk guaranteed by the company is within the controllable range of the company. The guarantee has been authorized by the 21st Meeting of the Fifth Board of directors and the 2021 annual general meeting of shareholders. The guarantee provided by the company to its subsidiaries complies with relevant regulations, and the decision-making process is legal and effective, without damaging the interests of the company and all shareholders, especially small and medium-sized shareholders.
5、 Accumulated external guarantee
As of the disclosure date of the announcement, the company’s actual guarantee balance was 308081200 yuan, accounting for 25.60% of the company’s latest audited net assets; The approved guarantee amount is 110 million yuan, accounting for 92.90% of the company’s latest audited net assets, all of which are guarantees between companies within the scope of consolidation. The company has no overdue external guarantee, no guarantee for related parties outside the scope of the consolidated statements, and no guarantee for non related parties.
6、 Directory of documents for future reference
1. Resolutions of the 21st Meeting of the 5th board of directors;
2. Resolutions of the 2021 annual general meeting of shareholders;
3. Maximum irrevocable guarantee.
It is hereby announced.
Qitian Technology Group Co.Ltd(300061) board of directors
May 20, 2022
