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Securities code: 002780 securities abbreviation: Beijing Sanfo Outdoor Products Co.Ltd(002780) Announcement No.: 2022-004 Beijing Sanfo Outdoor Products Co.Ltd(002780)
Announcement on counter guarantee and related party transactions provided by the company and its controlling shareholders and actual controllers for the company’s application for bank credit
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. 1、 Overview of guarantee
Beijing Sanfo Outdoor Products Co.Ltd(002780) (hereinafter referred to as “the company”) plans to apply to Bank Of Beijing Co.Ltd(601169) Beijing Centergate Technologies (Holding) Co.Ltd(000931) branch for a comprehensive credit line of no more than 150 million yuan, with a credit term of 2 years and a withdrawal period of 1 year. The company intends to entrust Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) technology Financing Guarantee Co., Ltd. (hereinafter referred to as ” Beijing Centergate Technologies (Holding) Co.Ltd(000931) ” guarantee “) to provide joint and several liability guarantee for the above bank credit.
The company provides counter guarantee to Beijing Centergate Technologies (Holding) Co.Ltd(000931) on the above guarantee with its own real estate from the first floor to the third floor of building 23, yard 3, chenjiaying West Road, Changping District, Beijing; Mr. Zhang Heng, the controlling shareholder and actual controller of the company, provides personal joint and several liability guarantee counter guarantee to Beijing Centergate Technologies (Holding) Co.Ltd(000931) for the above guarantee; In addition, Mr. Zhang Heng provides pledge counter guarantee to Beijing Centergate Technologies (Holding) Co.Ltd(000931) with his personal holding of some company shares. The counter guarantee does not charge any guarantee fee to the company and does not require the company to provide counter guarantee. The specific contents of the agreement shall be subject to the final agreement signed between the company and Beijing Centergate Technologies (Holding) Co.Ltd(000931) guarantee.
On January 19, 2022, the company held the 10th meeting of the 4th board of directors, deliberated and adopted the proposal on applying for credit line from the bank and providing counter guarantee and related party transactions by the company and the actual controller to the third-party guarantee institution. The related director Mr. Zhang Heng avoided voting, and the meeting considered and adopted the above proposal with 6 votes in favor, 0 votes against and 0 abstentions. Zhang Heng, the general manager of the company, is authorized to sign all contracts, agreements and documents related to the maximum entrustment guarantee contract and the maximum counter guarantee (real estate mortgage) contract on behalf of the company. It is agreed that the company shall notarize the compulsory execution of the aforesaid contracts and documents. The independent directors of the company expressed independent opinions on the related party transaction proposal.
This transaction does not constitute a major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies, and does not need to be approved by relevant departments.
According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, Mr. Zhang Heng is a related party of the company. Therefore, the provision of counter guarantee constitutes a related party transaction. The guarantee and related party transactions still need to be submitted to the general meeting of shareholders for deliberation. 2、 Basic information of related parties
Zhang Heng, China nationality, ID number: 11010819701129****, the current chairman and general manager of the company, up to
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On the disclosure date of this announcement, it directly holds 32676248 shares of the company, accounting for 20.74% of the total share capital of the company. It is the actual controller and controlling shareholder of the company and an associated natural person of the company. Mr. Zhang Heng is not a dishonest person. 3、 Information of the guaranteed party in counter guarantee 1. Name of the guaranteed party: Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) technology Financing Guarantee Co., Ltd. 2. Unified social credit Code: 911101087002397338
3. Address: 4 / F, building 7, yard a 2, North West Third Ring Road, Haidian District, Beijing
4. Legal representative: Yang Ronglan 5. Registered capital: 4963 million yuan
6. Date of establishment: December 16, 1999
7. Business scope: financing guarantee business, loan guarantee, bill acceptance guarantee, trade financing guarantee, project financing guarantee, letter of credit guarantee and other financing guarantee business, other businesses approved by regulatory authorities, bond guarantee, litigation preservation guarantee, bid guarantee, advance payment guarantee, project performance guarantee, final payment such as payment guarantee, etc Financing consulting, financial consulting and other intermediary services related to guarantee business, and investment with its own funds; (the business license of financing guarantee institutions is valid until March 31, 2021) (market entities independently choose business projects and carry out business activities according to law; projects subject to approval according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.) 8. Relationship with the company: there is no relationship between the company and Beijing Centergate Technologies (Holding) Co.Ltd(000931) guarantee company. 9. Whether it is a dishonest executee: No. 10. Main financial indicators of the latest year and period:
Unit: 10000 yuan
Project September 30, 2021 (Unaudited) December 31, 2020 (audited)
Total assets 1150684.55 878172.13
Total liabilities 510648.91 472407.16
Net assets 640035.64 405764.97
Asset liability ratio 44.38% 53.79%
4、 Main contents of counter guarantee agreement 1. Counter guarantee methods: real estate mortgage guarantee, joint and several liability guarantee and stock pledge guarantee. 2. Scope of counter guarantee: the principal applied by the borrower to the borrowing bank and its corresponding interest, default interest, liquidated damages, payable expenses, etc.
3. Amount and term of counter guarantee: 150 million yuan; The term is 2 years.
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4. At present, the counter guarantee agreement has not been signed, and the specific contents of the guarantee agreement are determined by the joint agreement between the company, Zhang Heng and the third-party guarantee agency.
5、 Transaction purpose and its impact on Listed Companies
Mr. Zhang Heng, the controlling shareholder and actual controller of the company, provides counter guarantee for the company’s application for credit line from the bank free of charge, which reflects the support for the development of the company, is in line with the interests of the company and all shareholders, will not have an adverse impact on the company’s operating performance, and there is no violation of relevant laws and regulations. 6、 Opinions of the board of directors
On January 19, 2022, the 10th meeting of the 4th board of directors of the company deliberated and adopted the proposal on applying for credit line from the bank and providing counter guarantee and related party transaction by the company and actual controller to the third-party guarantee institution, and agreed that the company applied for credit line from the bank and providing counter guarantee and related party transaction by the company and actual controller to the third-party guarantee institution. 7、 Opinions of independent directors
After review, the independent directors believe that: the controlling shareholder and actual controller of the company provide counter guarantee to the third-party guarantee agency free of charge for the company’s application for credit line from the bank, which is conducive to the business operation of the company and in line with the overall interests of the company. The related party transaction does not harm the interests of the company and all shareholders, especially the minority shareholders. When the board of directors of the company considered the above proposal, the related directors have avoided voting. The review procedures comply with the relevant systems and regulations of Shenzhen Stock Exchange. It is agreed that the company applies to the bank for credit line and the company and the actual controller provide counter guarantee and related party transactions to the third-party guarantee institution. 8、 Opinions of the board of supervisors
After review, the board of supervisors believes that the procedures for the controlling shareholders and actual controllers of the company to provide counter guarantee free of charge to the third-party guarantee institution for the company’s application for credit line to the bank comply with the provisions of relevant laws and regulations, there is no damage to the interests of the company and shareholders, especially minority shareholders, and all shareholders of the company. Therefore, it is agreed that the controlling shareholder and the actual controller shall provide counter guarantee and related party transactions to the third-party guarantee institution. 9、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the counter guarantee and related party transaction provided by the company and its controlling shareholders and actual controllers for the company’s application for bank credit is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and minority shareholders. The transaction has been deliberated and approved by the board of directors and the board of supervisors of the company, the related directors have avoided voting, the independent directors have expressed their independent opinions on the above matters, and the voting procedures are legal and compliant, Comply with relevant laws and regulations such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association. Therefore, the sponsor has no objection to this related party guarantee. 10、 Accumulated external guarantees and overdue guarantees
As of the date of this announcement, the balance of external guarantees approved by the company is 17 million yuan, accounting for 32.30% of the company’s latest audited net assets attributable to shareholders of listed companies. The company and its holding subsidiaries have no overdue guarantees or guarantees involving litigation.
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11、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of this year to the disclosure date of this announcement, except this time, the company has no related party transactions with the related party. 12、 Documents for future reference
1. Resolution of the 10th meeting of the 4th board of directors
2. Resolution of the 8th meeting of the 4th board of supervisors
3. Prior approval and independent opinions of independent directors on matters related to the 10th meeting of the Fourth Board of directors of the company
4. Verification opinions of Cinda Securities Co., Ltd. on the counter guarantee and related party transactions provided by the company and its controlling shareholders and actual controllers for the company’s application for bank credit
It is hereby announced.
Beijing Sanfo Outdoor Products Co.Ltd(002780) board of directors January 20, 2002
