Securities code: Qitian Technology Group Co.Ltd(300061) securities abbreviation: Qitian Technology Group Co.Ltd(300061) Announcement No.: 2022062 Qitian Technology Group Co.Ltd(300061)
Announcement on providing guarantee for subsidiaries (I)
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 the wholly-owned subsidiary Shanghai Qiji Intelligent Technology Co., Ltd. (hereinafter referred to as “Qiji intelligent”), 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 20 million yuan signed by Qiji intelligent and the bank.
2、 Basic information of the guaranteed
1. Name: Shanghai Qiji Intelligent Technology Co., Ltd
2. Address: Room 101, floor 1, Lane 11, Puwei Road, Shanyang Town, Jinshan District, Shanghai
3. Legal representative: Jiang Dandan
4. Registered capital: 150 million yuan
5. Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
6. Date of establishment: February 13, 2012
7. Business scope: licensed items: food business. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: engaged in technology development, technical consultation, technical services and computer network engineering in the field of intelligent technology, and engaged in financial business process outsourcing, information technology outsourcing and knowledge process outsourcing entrusted by financial institutions, Investment management (except for finance, securities and other national special approval projects), advertising design, production, exhibition and display services, conference services, marketing planning, business information consulting, electronic and digital products, computers, software and auxiliary equipment, household appliances, communication equipment, kitchen supplies, knitwear and textiles, clothing and apparel, craft gifts, fitness equipment, daily necessities, office cultural supplies, sporting goods and tourism supplies, Leather products, cosmetics, jewelry, gold and silver jewelry, gold and silver products, stamps, commemorative coins, collectibles (excluding cultural relics), works of art, cultural relics sales, class I medical devices sales, class II medical devices sales, engaged in goods import and export and technology import and export business, e-commerce (not engaged in value-added telecommunications and financial business), value-added telecommunications business (see the license for details), Food sales [wholesale and retail: pre packaged food sales (including refrigerated and frozen food)], binding and circulation of RMB, self owned house leasing, real estate brokerage. (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)
8. Equity structure: the company holds 100% equity of Qiji intelligence, which is a wholly-owned subsidiary of the company. 9. Main financial indicators:
According to the audit of Lixin Certified Public Accountants (special general partnership), as of December 31, 2021, the total assets of Qiji intelligence were 82888195744 yuan, the total liabilities were 18951669904 yuan, and the net assets attributable to the owner of the parent company were 58388109896 yuan. In 2021, the operating income was 41589982013 yuan, the operating profit was -13402061479 yuan, and the net profit attributable to the owner of the parent company was -14221055276 yuan. As of March 31, 2022, the total assets of Qiji intelligence were 87959485203 yuan, the total liabilities were 23787573780 yuan, and the net assets attributable to the owners of the parent company were 585942633 yuan. From January to March 2022, the operating income was 6067349517 yuan, the operating profit was 266180002 yuan, and the net profit attributable to the owner of the parent company was 207832737 yuan (the above data were not audited).
3、 Main contents of guarantee agreement
The company recently issued an 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 bank with a credit line of 20 million yuan signed by Qiji intelligence. The guarantee scope of the company is the sum of the principal balance of the loan and other credit granted to Qiji intelligence within the credit line in accordance with the credit agreement (the maximum limit is RMB 20 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 the wholly-owned subsidiary Qiji intelligence 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
