Securities code: Arts Group Co.Ltd(603017) securities abbreviation: Arts Group Co.Ltd(603017) Announcement No.: 2022041 Arts Group Co.Ltd(603017)
Announcement on carrying out factoring business without recourse for receivables
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 this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
In order to further promote the development of the company’s business and accelerate capital turnover, the company plans to carry out non recourse receivables factoring business with Suqian chanfa commercial factoring Co., Ltd. (hereinafter referred to as “chanfa factoring” or “factoring”), Transfer the total receivables of 90 million yuan from the company to the related party Suqian Xinsheng Street Cultural Tourism Development Co., Ltd. (hereinafter referred to as “Xinsheng street cultural tourism”) under the EPC contract for Xinsheng Street area reconstruction project to the production and development factoring (implemented in batches according to the formation nodes of receivables), and the total financing is 90 million yuan, The factoring financing use fee and factoring service fee shall be paid by Xinsheng street cultural tourism to the industrial development factoring. If the industrial development factoring fails to timely and fully recover the receivables from Xinsheng street cultural tourism before the due date of the receivables, or Xinsheng street cultural tourism has credit risk and fails to pay the receivables in full and on time as agreed in the basic contract, the industrial development factoring shall claim the creditor’s rights of the receivables from Xinsheng street cultural tourism, and shall not claim from Arts Group Co.Ltd(603017) Arts Group Co.Ltd(603017) .
Based on the principle of prudence, the board of directors of the company reviewed the above transactions according to “related party transactions”, and the related directors avoided voting. The proposal will be submitted to the general meeting of shareholders of the company for deliberation.
1、 Overview of factoring business and related party transactions
In June 2021, the company won the bid for the EPC project of Xinsheng Street area reconstruction project of the related party Xinsheng street cultural tourism, and signed the EPC contract of Xinsheng Street area reconstruction project with Xinsheng street cultural tourism (Announcement No.: 2021034). In order to further promote the development of the company’s business and accelerate the capital turnover, the company plans to carry out non recourse accounts receivable factoring business with the industry and development factoring, and transfer the total receivables of 90 million yuan from the company to the industry and development factoring (implemented in batches according to the formation node of receivables) under the general contract for Xinsheng Street area reconstruction project, with a total financing of 90 million yuan, The factoring financing use fee and factoring service fee shall be paid by Xinsheng street cultural tourism to the industrial development factoring.
At the 23rd Meeting of the Fourth Board of directors held on May 20, 2022, the directors of the company seriously discussed the above agreement. The related directors Feng Zhenggong, Zhang Jin, Lu Xuejun and Zhang Yancheng withdrew as required during the voting, and the non related Directors voted and agreed to the above proposal. The proposal will be submitted to the general meeting of shareholders of the company for deliberation. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Introduction to related parties and other transaction parties
1. Related parties
The related party involved in this related party transaction is Suqian Xinsheng Street Cultural Tourism Development Co., Ltd., which is the holding subsidiary of the company’s related party Suzhou Industrial Park Zhonghengli Industrial Investment Co., Ltd. (an enterprise controlled by the same actual controller as the company).
The basic information of Suqian Xinsheng Street Cultural Tourism Development Co., Ltd. is as follows:
1) Registered address: Shop 12, building B3, Shifu East Road, Sucheng District, Suqian City
2) Legal representative: Zhang Yancheng
3) Unified social credit Code: 91321302ma22l53mxw
4) Registered capital: 104.09 million yuan
5) Nature of enterprise: limited liability company (invested or controlled by natural person)
6) Date of establishment: September 29, 2020
7) Business scope: licensed items: tourism business; Real estate development and operation; Food and Beverages; Accommodation services; Commercial performances; Operation of performance venues; Network culture management; Internet information services (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results) general items: information consulting services (excluding licensed information consulting services); Socio economic advisory services; hotel management; Catering management; Scenic spot management; Organize cultural and artistic exchange activities; Marketing planning; Corporate image planning; Advertising design and agency; Conference and exhibition services; The etiquette Service; Graphic design and production; Advertising release (non radio, television and newspaper publishing units); Advertising production; Clothing rental; Rental of cultural goods and equipment; Rental of leisure and entertainment supplies and equipment; Renting props; Entertainment supplies and indoor entertainment equipment sales; Photographic expansion service; Clothing wholesale; Clothing retail; Sales of daily necessities; Land use right lease; Office equipment leasing services; Warehousing equipment leasing services; Parking service; Retail of computer software, hardware and auxiliary equipment; Information system operation and maintenance services; Network technology services; China trade agency; Art agency; Sales agent; China cargo transportation agency; Passenger ticket agent (except for the items that must be approved according to law, carry out business activities independently according to law with the business license)
8) Equity structure:
No. shareholder name contribution amount (10000 yuan) contribution proportion
1 Suzhou Industrial Park Zhonghengli Industrial Investment Co., Ltd. 530900 51%
2 Suqian Cultural Tourism Development Group Co., Ltd. (Suqian 510000 49% wholly state-owned company under SASAC)
10,409.00 100%
9) Main financial data: as of December 31, 2021, the total assets were 1.257 billion yuan, the net assets were 912044 million yuan, and the net profit in 2021 was -128856 million yuan (Unaudited); As of March 31, 2022, the total assets were 1.541 billion yuan, the net assets were 809518 million yuan, the operating income from January to March 2022 was 11400 yuan, and the net profit was -182523 million yuan (Unaudited).
2. Other transaction parties
Other parties involved in this connected transaction are Suqian chanfa commercial factoring Co., Ltd.
The basic information of factoring is as follows:
1) Registered address: room 9016, building C, Junlin international, Suqian
2) Legal representative: Mao Youfei
3) Unified social credit Code: 9132130206060165931k
4) Registered capital: 100 million yuan
5) Nature of enterprise: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
6) Date of establishment: December 26, 2012
7) Business scope: licensed items: commercial factoring business (for items that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the specific business items shall be subject to the approval results)
8) Equity structure: Suqian Industrial Development Group Co., Ltd. holds 100% shares.
9) Main financial data: as of December 31, 2021, the total assets were 112 million yuan, the net assets were 107 million yuan, the revenue in 2021 was 6.017 million yuan and the net profit was 2.726 million yuan (Unaudited); As of March 31, 2022, the total assets were 206 million yuan, the net assets were 108 million yuan, the operating income from January to March 2022 was 2.9519 million yuan, and the net profit was 1.5357 million yuan (Unaudited).
3、 Main contents of factoring contract
1. Creditor of accounts receivable: Arts Group Co.Ltd(603017)
2. Debtor of accounts receivable: Suqian Xinsheng Street Cultural Tourism Development Co., Ltd
3. Factoring: Suqian chanfa commercial factoring Co., Ltd
4. Factoring method: factoring method without recourse for receivables. If the industrial development factoring fails to timely and fully recover the receivables from Xinsheng street cultural tourism before the due date of the receivables, or Xinsheng street cultural tourism has credit risk and fails to pay the receivables in full and on time as agreed in the basic contract, the industrial development factoring shall claim the creditor’s rights of the receivables from Xinsheng street cultural tourism, and shall not claim from Arts Group Co.Ltd(603017) Arts Group Co.Ltd(603017) . 5. Factoring limit: Arts Group Co.Ltd(603017) will transfer a total of 90 million yuan of receivables from Xinsheng Street Cultural Tourism under the general contract for Xinsheng Street area reconstruction project to the production and development factoring (implemented in batches according to the formation node of receivables), with a total financing of 90 million yuan Arts Group Co.Ltd(603017) , Xinsheng street cultural tourism and industry development factoring shall make loans within 10 working days after signing the withdrawal application and confirmation every time.
6. Factoring financing period: 12 months
7. The use rate of factoring financing is 6.5% (annualized); Factoring fee: 1.5%. The factoring financing use fee and handling fee shall be paid by Xinsheng street cultural tourism to the industrial development factoring.
8. Effective time: it will take effect after being signed and sealed by the legal representatives of all parties
9. Dispute resolution: All disputes arising out of or in connection with this contract shall be settled through negotiation. If the negotiation fails, they shall be submitted to the people’s court with jurisdiction in the place where the factor is located for settlement by litigation.
4、 Purpose of handling factoring business and its impact on the company
This time, the company carries out the factoring financing business of receivables, recovers 100% of the amount of receivables and does not bear any handling fees and financing use fees of factoring financing, which is conducive to the company’s accelerated capital turnover, is in line with the company’s development plan and the company’s overall interests, and is of positive significance to the company’s operation. The pricing of this connected transaction does not harm the interests of the company and minority shareholders. This connected transaction has no impact on the business independence of the company, and the company’s main business will not rely on the other party due to the above transactions.
5、 Prior approval and independent opinions of independent directors
The independent directors of the company understood the relevant matters before the meeting of the board of directors and issued a prior approval opinion: This factoring financing of receivables without recourse, the company will not bear any expenses and recover all receivables. It is conducive to accelerating the company’s capital turnover, improving the efficiency of capital use, meeting the capital needs of business development and supporting the development of the company’s business. There was no effect on the independence this time. We agree to submit the proposal to the 23rd Meeting of the Fourth Board of directors for deliberation. When the board of directors votes on the proposal, the related directors shall withdraw as required.
Independent opinions of independent directors: This factoring financing of receivables is conducive to the company’s capital turnover and cash flow management. There is no situation that damages the interests of the company and minority shareholders, and will not affect the business independence of the listed company. When the board of Directors voted on the proposal, the related directors withdrew as required. We unanimously agree to this motion.
6、 Opinions of the board of supervisors
The development of accounts receivable factoring business this time is conducive to the return of the company’s funds, improve the efficiency of the use of funds, do not harm the interests of the company and shareholders, and will not affect the business independence of listed companies. The voting of the board of directors shall be conducted in accordance with the provisions of the articles of association.
It is hereby announced.
Arts Group Co.Ltd(603017) board of directors may 21, 2022
