Securities code: 002640 securities abbreviation: * ST cross border Announcement No.: 2022-014 Global Top E-Commerce Co.Ltd(002640)
Announcement on providing guarantee to subordinate companies
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.
Special risk tips:
Global Top E-Commerce Co.Ltd(002640) (hereinafter referred to as “the company”) and its holding subsidiaries have guaranteed the company or wholly-owned subsidiaries with a total amount of RMB 242.1015 million, accounting for 199.50% of the latest audited net assets, of which the guarantee amount of wholly-owned and holding subsidiaries with an asset liability ratio of more than 70% is RMB 122.1915 million, accounting for 100.69% of the latest audited net assets of the company, Please invest carefully and pay attention to investment risks.
1、 Overview of guarantee
1. Shenzhen saf Commercial Co., Ltd. (hereinafter referred to as “Shenzhen saf”), a wholly-owned subsidiary of the company, intends to provide joint and several liability guarantee for the advertising funds generated from January 1, 2022 to December 31, 2022 in the promotion cooperation framework agreement signed between its wholly-owned subsidiary southstar (Hong Kong) Limited (hereinafter referred to as “Hong Kong Nanxing”) and madhouse Co.Limited, The guarantee amount shall not exceed US $5 million, and the guarantee period shall be within one year from the date of expiration of the performance period of the framework agreement on promotion cooperation, which is the main contract. The details shall be subject to the finally signed contract.
2. Due to the needs of business development and operation, the wholly-owned subsidiary of the company, Shanghai Youyi e-commerce Co., Ltd. (hereinafter referred to as “Shanghai Youyi”), Mr. Zhou Min plans to provide a loan of RMB 400 million (or equivalent in other currencies) for Shanghai Youyi and its wholly-owned subsidiaries. The company provides pledge guarantee to Mr. Zhou Min with 49% equity of Shanghai Youyi, The guarantee period is until December 31, 2022, which shall be subject to the final signed contract.
On January 19, 2022, the company held the fourth meeting of the Fifth Board of directors. The meeting deliberated and adopted the proposal on providing guarantee for its subsidiaries by its subsidiaries and the proposal on providing guarantee for its wholly-owned subsidiary Shanghai Youyi e-commerce Co., Ltd. by 9 votes in favor, 0 votes against and 0 abstentions.
According to the proposal on providing guarantees for subsidiaries in 2021 deliberated and adopted at the 2020 annual general meeting of the company on May 31, 2021, the total amount of guarantees provided by the company for wholly-owned and holding subsidiaries shall not exceed 5 billion yuan, of which the total amount of guarantees provided for companies with asset liability ratio of more than 70% shall not exceed 3 billion yuan, The total amount of guarantee provided for companies with asset liability ratio of less than 70% shall not exceed 2 billion yuan, and the validity period shall be 12 months from the date of deliberation and approval by the 2020 annual general meeting of shareholders. See http://www.cn.info.com.cn for details Announcement on providing guarantee for subsidiaries in 2021 (Announcement No.: 2021-041). As of the date of this announcement, the total guarantee amount of the company and its subsidiaries to wholly-owned and holding subsidiaries is RMB 2.271 billion (including the above guarantee), of which the guarantee amount for companies with asset liability ratio of more than 70% is RMB 1.222 billion, and the guarantee amount for companies with asset liability ratio of less than 70% is RMB 1.049 billion. The above guarantee matters are within the scope authorized by the resolution of the company’s 2020 annual general meeting of shareholders. The above transactions do not constitute related party transactions.
2、 Basic information of the guaranteed
(I) Hong Kong South Star
1. Overview
Company name: southstar (Hong Kong) Limited
Date of establishment: December 3, 2019
Registered address: room 20, 4th floor, Meigao industrial building, 53-55 Beiwan street, Fo Tan Ao, Shatin, New Territories, Hong Kong
Legal representative: Lin xuchao
Registered capital: 500000 HKD
Main business: Wholesale and retail of services, trade, products and commodities.
Shenzhen saf, a wholly-owned subsidiary of the company, holds 100% equity of Hong Kong Nanxing, which is a wholly-owned subsidiary of the company. 2. Financial situation
As of December 31, 2020, Hong Kong Nanxing had total assets of HK $76.1433 million, total liabilities of HK $75.87 million (including total bank loans and total current liabilities), net assets of HK $273100, operating income of HK $0 million, total profit of HK $273100 and net profit of HK $273100 in 2020. (audited by an accounting firm)
As of September 30, 2021, Hong Kong Nanxing had total assets of HK $450246900, total liabilities of HK $418562300 (including total bank loans and total current liabilities), net assets of HK $31684600, operating income of HK $615023200, total profit of HK $3141600 and net profit of HK $3141600 from January to September 2021. (not audited by an accounting firm)
(II) Shanghai Youyi
1. Overview
Company name: Shanghai Youyi e-commerce Co., Ltd
Date of establishment: April 14, 2011
Registered address: Room 601, No. 128 Anyuan Road, Putuo District, Shanghai
Legal representative: Zhou Min
Registered capital: 30 million yuan
Main business: E-commerce (not engaged in value-added telecommunications and financial business), technology development, technical consultation, technology transfer and technical services in the computer field, sales: electronic products, rubber and plastic products, daily necessities, knitwear and textiles, toys, children’s products, clothing, packaging materials, cosmetics, household appliances, class I and class II medical devices, Engaged in the import and export business of goods and technology, freight forwarding, warehousing services, loading and unloading, transportation consulting (not engaged in road transportation), advertising design and production, brand design, marketing planning, cultural and artistic exchange planning, public relations activity planning, food sales, advertising through self-Media, performance brokerage.
The company holds 100% equity of Shanghai Youyi. Shanghai Youyi is a wholly-owned subsidiary of the company.
2. Financial situation
As of December 31, 2020, Shanghai Youyi had total assets of 1989496900 yuan, total liabilities of 1109552100 yuan, net assets of 879944800 yuan, operating income of 6384274700 yuan, total profit of 190.8614 million yuan and net profit of 152.5151 million yuan in 2020. (audited by an accounting firm)
As of September 30, 2021, Shanghai Youyi had total assets of RMB 2142954800, total liabilities of RMB 1159819400, net assets of RMB 983135400, operating income of RMB 4984663800, total profit of RMB 133903800 and net profit of RMB 108065900 from January to September 2021.
(not audited by an accounting firm)
3、 Main contents of guarantee matters
1. Shenzhen saf, a wholly-owned subsidiary of the company, intends to provide joint and several liability guarantee for the advertising funds generated from January 1, 2022 to December 31, 2022 in the promotion cooperation framework agreement signed by its wholly-owned subsidiary, Hong Kong Nanxing and madhouse Co. limited, with the guarantee amount not exceeding US $5 million, The guarantee period is one year from the date of expiration of the performance period of the framework agreement on promotion cooperation, which is the main contract, and the specific provisions of the finally signed contract shall prevail.
2. Due to the business development and operation needs of Shanghai Youyi, a wholly-owned subsidiary of the company, Mr. Zhou Min plans to provide a loan of RMB 400 million (or equivalent in other currencies) for Shanghai Youyi and its wholly-owned subsidiaries. The company provides Mr. Zhou Min with a pledge guarantee with 49% of the equity of Shanghai Youyi held by the company until December 31, 2022, which shall be subject to the finally signed contract. 4、 Opinions of the board of directors
After careful consideration by the board of directors, it is considered that the provision of guarantee for wholly-owned subsidiaries is necessary for the company’s subsidiaries to carry out business activities and is conducive to the business development of subsidiaries. The guarantee object is a wholly-owned subsidiary of the company, and the financial risk of the guarantee is within the controllable range of the company. The subject qualification, credit status and approval procedures of external guarantee of the guaranteed object comply with the stock listing rules of Shenzhen Stock Exchange, guidelines for standardized operation of listed companies of Shenzhen Stock exchange and other relevant provisions.
5、 Accumulated external guarantees and overdue guarantees
The above guarantee amounts accounted for 2.62% and 32.96% of the company’s latest audited net assets respectively. As of the date of this announcement, the accumulated guarantee balance of the company and its holding subsidiaries to the company or wholly-owned subsidiaries was RMB 242.1015 million (including the above guarantee), accounting for 199.50% of the company’s latest audited net assets; The overdue guarantee amount of the company and its holding subsidiaries to wholly-owned subsidiaries was 101.8 million yuan, accounting for 8.39% of the company’s latest audited net assets; The amount of litigation guarantee of the company and its holding subsidiaries to wholly-owned subsidiaries was 101.8 million yuan, accounting for 8.39% of the company’s latest audited net assets; The company and its holding subsidiaries have no other overdue external guarantees, no other external guarantees involving litigation, and losses due to the judgment of losing the guarantee.
6、 Documents for future reference
1. Resolution of the 4th meeting of the 5th board of directors.
It is hereby announced.
Global Top E-Commerce Co.Ltd(002640) board of directors January 20, 2002
