Securities code: 300645 securities abbreviation: Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) Announcement No.: 2022-012 bond Code: 123043 bond abbreviation: Zhengyuan convertible bond
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Announcement on providing guarantee for holding subsidiaries
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.
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as “the company” or ” Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) “) held the first meeting of the Fourth Board of directors on January 14, 2022, deliberated and adopted the proposal on providing guarantee for holding subsidiaries. The details are as follows:
1、 Basic information of guarantee
Zhejiang Xiaolan Smart Technology Co., Ltd. (hereinafter referred to as “Xiaolan smart”), the holding subsidiary of the company, plans to apply for comprehensive bank credit business in Shanghai Pudong Development Bank Co.Ltd(600000) Hangzhou Yuhang sub branch due to the needs of business development, and the company will provide joint and several liability guarantee of RMB 5 million for the above comprehensive credit business; It is proposed to apply for comprehensive bank credit business in Bank Of Nanjing Co.Ltd(601009) Hangzhou branch, and the company will provide joint and several liability guarantee of RMB 10 million for the above comprehensive credit business. Other shareholders of Xiaolan wisdom, Hangzhou lanmi business consulting partnership (limited partnership), Hangzhou Sipu Chenxi enterprise management consulting partnership (limited partnership) and Hangzhou jiuqianshe enterprise management partnership (limited partnership), have provided irrevocable maximum joint and several liability guarantee for the above financing matters according to their shareholding ratio in Xiaolan wisdom; Hangzhou Xiongwei Technology Development Co., Ltd. will perform its internal review procedures on the matter. After the internal review is passed, it will provide an irrevocable maximum joint and several liability guarantee for the matter. Xiaolan wisdom did not provide counter guarantee.
Name of guarantor name of guaranteed person equity structure guarantee amount guarantee nature (RMB 10000)
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) Xiaolan wisdom Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) holds a new 59.00% equity of Xiaolan wisdom 1500
The board of directors of the company also authorizes the chairman of the company or his authorized agent to handle specific procedures within the guarantee limit
Signature of.
According to the circular on regulating the external guarantee behavior of listed companies (CSRC Zheng Jian Fa [2005] No. 120)
Notice, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self discipline
Regulatory guidelines No. 2 – standardized operation of GEM listed companies and other laws, regulations and normative documents
According to the articles of association of the company, this external guarantee does not need to be submitted to the general meeting of shareholders for deliberation and approval.
2、 Basic information of the guaranteed
(I) basic information
1. Name of the guaranteed: Zhejiang Xiaolan Smart Technology Co., Ltd
2. Date of establishment: June 26, 2018
3. Registered address: room 01, floor 11, building a, Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) Cangqian street, Yuhang District, Hangzhou, Zhejiang
Room 02
4. Legal representative: Chen Jian
5. Registered capital: RMB 80 million
6. Business scope: technology development, technical service, technical consultation, achievement transfer: Internet information technology
Technology, Internet of things technology, communication technology, data information technology, computer information system technology, e-commerce
Electronic products, computer software and hardware, computer system integration; Sales: computer hardware and software and accessories, electronics
Products (except electronic publications), washing equipment, household appliances, office automation equipment; Service: interior decoration
Repair design, decoration engineering construction, laundry; Advertising in China; Telecom value-added services; Food business.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
7. Contribution amount and proportion of Xiaolan wisdom:
Capital contribution
Proportion of shareholders’ contribution (%) (RMB 10000)
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) 4,720.00 59.00
Hangzhou Sipu Chenxi enterprise management consulting partnership (limited partnership) 1000.00 12.50
Hangzhou Xiongwei Technology Development Co., Ltd. 800.00 10.00
Hangzhou lanmi business consulting partnership (limited partnership) 800.00 10.00
Hangzhou jiuqianshe enterprise management partnership (limited partnership) 680.00 8.50
Total 8000.00 100.00
(II) main financial status:
As of December 31, 2020, Xiaolan smart had total assets of 125.4643 million yuan, total liabilities of 69.3277 million yuan and net assets of 56.1365 million yuan; In 2020, the operating revenue was 27.7967 million yuan and the total profit was -13.6463 million yuan
The net profit was -9.8395 million yuan. As of September 30, 2021, Xiaolan Smart’s total assets were 16083.34
, with total liabilities of 104.3534 million yuan and net assets of 56.48 million yuan; From January to September 2021, business income
The income is 34.6071 million yuan, the total profit is 799400 yuan, and the net profit is 343500 yuan.
(III) contingencies
As of the date of this announcement, the company has provided RMB 10 million for Xiaolan wisdom’s bank comprehensive credit business
Yuan maximum guarantee. In addition, Xiaolan wisdom has no other matters such as guarantee, mortgage, litigation and arbitration.
3、 Main contents of guarantee
Due to the needs of business development, Xiaolan wisdom, the holding subsidiary of the company, plans to apply for comprehensive bank credit business in Shanghai Pudong Development Bank Co.Ltd(600000) Hangzhou Yuhang sub branch, and the company will provide joint and several liability guarantee of RMB 5 million for the above comprehensive credit business; It is proposed to apply for comprehensive bank credit business in Bank Of Nanjing Co.Ltd(601009) Hangzhou branch, and the company will provide joint and several liability guarantee of RMB 10 million for the above comprehensive credit business. Other shareholders of Xiaolan wisdom, Hangzhou lanmi business consulting partnership (limited partnership), Hangzhou Sipu Chenxi enterprise management consulting partnership (limited partnership) and Hangzhou jiuqianshe enterprise management partnership (limited partnership), have provided irrevocable maximum joint and several liability guarantee for the above financing matters according to their shareholding ratio in Xiaolan wisdom; Hangzhou Xiongwei Technology Development Co., Ltd. will perform its internal review procedures on the matter. After the internal review is passed, it will provide an irrevocable maximum joint and several liability guarantee for the matter.
4、 Opinions of the board of directors
After deliberation, the board of Directors believes that Xiaolan wisdom plans to apply for comprehensive bank credit business in Shanghai Pudong Development Bank Co.Ltd(600000) Hangzhou Yuhang sub branch for a period of one year due to the needs of business development, and the company will provide the above services
The comprehensive credit business provides a joint and several liability guarantee of RMB 5 million; It is proposed to apply for comprehensive bank credit business in Bank Of Nanjing Co.Ltd(601009) Hangzhou branch for a period of two years, and the company will provide joint and several liability guarantee of RMB 10 million for the above comprehensive credit business. Other shareholders of Xiaolan wisdom, Hangzhou lanmi business consulting partnership (limited partnership), Hangzhou Sipu Chenxi enterprise management consulting partnership (limited partnership) Hangzhou jiuqianshe enterprise management partnership (limited partnership) has provided irrevocable joint and several liability guarantee for the above financing matters according to its shareholding ratio in Xiaolan wisdom; Hangzhou Xiongwei Technology Development Co., Ltd. will perform its internal review procedures on the matter. After the internal review, it will provide an irrevocable maximum joint and several liability guarantee for the matter, and Xiaolan wisdom does not provide a counter guarantee. Xiaolan wisdom is the holding subsidiary of the company. The company can effectively control its operation and management, finance, investment and financing. The above guarantees do not violate the principle of fairness and reciprocity and do not harm the interests of the company. It is conducive to the company to support the holding subsidiary to expand financing channels, increase working capital credit line reserves and ensure the sustainable and steady development of the holding subsidiary, This guarantee will not bring greater risks to the company.
In conclusion, the board of directors agreed to the proposal on providing guarantee for holding subsidiaries, which need not be submitted to the general meeting of shareholders for deliberation.
5、 Opinions of independent directors
After deliberation, the independent directors of the company believe that the company’s joint and several liability guarantee for the bank comprehensive credit business of Xiaolan wisdom, the holding subsidiary, is mainly to ensure the normal needs of Xiaolan wisdom’s production and operation. This guarantee is the company’s guarantee for the holding subsidiary, which complies with relevant regulations, and its decision-making procedure is legal and effective. We agree with the company’s proposal on providing guarantee for holding subsidiaries, which does not need to be submitted to the general meeting of shareholders for deliberation.
6、 Accumulated external guarantees and overdue guarantees
Up to now, the total amount guaranteed by the company and its holding subsidiaries to entities outside the consolidated statements is 0 yuan, the comprehensive credit guarantee line of the company to its holding subsidiaries is 61.5 million yuan, and the actual guarantee balance is 23.1667 million yuan; Together with the newly increased guarantee amount of RMB 15 million for Xiaolan wisdom, the holding subsidiary of the company, the cumulative guarantee amount provided by the company to the holding subsidiary is RMB 76.5 million, accounting for 11.11% of the company’s audited net assets attributable to the shareholders of the listed company on December 31, 2020.
Up to now, including this new guarantee, the company has no other external guarantee except for providing guarantee for the holding subsidiary, and the holding subsidiary has no external guarantee; The company and its holding subsidiaries also have no overdue guarantee, no guarantee involving litigation and no loss due to the judgment of losing the guarantee.
7、 Documents for future reference
1. Resolution of the first meeting of the Fourth Board of directors of the company.
2. Independent opinions of independent directors on matters related to the first meeting of the Fourth Board of directors. It is hereby announced.
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) board of directors January 17, 2022
