Securities code: 300061 securities abbreviation: Qitian Technology Group Co.Ltd(300061) Announcement No.: 2022-002 Qitian Technology Group Co.Ltd(300061)
Announcement on providing guarantee for subsidiaries
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 amount in 2021 at the 14th meeting of the Fifth Board of directors held on April 22, 2021 and the 2020 annual general meeting of shareholders held on June 9, 2021. In order to meet the production and operation needs of the company and its holding subsidiaries, To ensure the smooth development of comprehensive credit or other business operations applied by the company and its holding subsidiaries. In 2021, it is expected that the company will provide no more than 1.2 billion guarantee lines for subsidiaries, subsidiaries and subsidiaries, of which the guarantee amount for companies and subsidiaries with asset liability ratio less than 70% is 1.187 billion yuan, Among them, the guarantee amount for companies and subsidiaries with asset liability ratio higher than 70% is 13 million yuan, which includes new guarantee and extension or renewal of 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 2021, and the amount can be recycled within the period. 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 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 its holding subsidiary Shanghai Jingzhong Technology Co., Ltd. (hereinafter referred to as "Jingzhong technology"), the company recently signed the guarantee contract with Agricultural Bank Of China Limited(601288) Shanghai Jinshan sub branch, The company provides joint and several liability guarantee for the creditor's rights formed by the working capital loan contract signed by Jingzhong technology and the bank with the principal amount of RMB 10 million.
2、 Basic information of the guaranteed
1. Name: Shanghai Jingzhong Technology Co., Ltd
2. Address: room 619-5, building 33, No. 680, Guiping Road, Xuhui District, Shanghai
3. Legal representative: Wang Fubiao
4. Registered capital: 44.282119 million yuan
5. Company type: joint stock limited company (unlisted, natural person investment or holding)
6. Date of establishment: July 21, 2005
7. Business scope: technology development, technical service, technical consultation, technology transfer and R & D and sales of related products in the professional fields of network, computer software and hardware and electronic products, computer software and its auxiliary equipment, electronic products, communication equipment and related products, travel information consultation (not engaged in travel agency business) and ticket agency, data processing, Engaged in the import and export of goods and technology. [for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments]
8. Equity structure: Shanghai Qiji Intelligent Technology Co., Ltd., a wholly-owned subsidiary of the company, holds 59.48% equity of Jingzhong technology through its wholly-owned subsidiary Shanghai Xiaoqi Jingzhong Digital Technology Co., Ltd., directly holds 13.36% equity of Jingzhong technology, and holds 72.84% equity of Jingzhong technology in total.
9. Main financial indicators:
Audited by Daxin Certified Public Accountants (special general partnership), as of December 31, 2020, the total assets of Jingzhong technology were 209544945.29 yuan and the net assets attributable to the owner of the parent company were 197814515.17 yuan. In 2020, the operating income was 88059585.19 yuan, the operating profit was -11558537.32 yuan, and the net profit attributable to the owner of the parent company was -9228216.47 yuan.
As of September 30, 2021, Jingzhong technology has total assets of 194966890.78 yuan and net assets of 169320811.15 yuan. From January to September 2021, the operating income was 41769085.93 yuan, the operating profit was 10660563.09 yuan, and the net profit attributable to the owner of the parent company was 4812170.89 yuan (the above data were not audited).
3、 Main contents of guarantee agreement
On January 18, 2022, Jingzhong technology signed the working capital loan contract with Agricultural Bank Of China Limited(601288) Shanghai Jinshan sub branch. Jingzhong technology applied to borrow RMB 10 million from the bank for one year, from January 18, 2022 to January 17, 2023. On the same day, the company signed the guarantee contract (No.: 31100120220000509) with Agricultural Bank Of China Limited(601288) Shanghai Jinshan sub branch. The company provides joint and several liability guarantee for the creditor's rights formed by the above working capital loan contract signed by Jingzhong technology and the bank, and the guarantee period is three years from the expiration of the agreed debt performance period. At the same time, Jingzhong technology entrusted Shanghai policy financing guarantee fund management center for small, medium and micro enterprises to provide joint and several liability guarantee for the above loans of RMB 8.5 million.
4、 Opinions of the board of directors
The board of Directors believes that the company's guarantee for the credit line applied by its holding subsidiary Jingzhong technology 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 14th meeting of the 5th board of directors and the 2020 annual general meeting of shareholders. The guarantee provided by the company to its subsidiaries complies with relevant regulations, the decision-making process is legal and effective, and there is no situation that damages 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 actual guarantee balance of the company was RMB 278681200, accounting for 21.45% of the latest audited net assets of the company. The approved guarantee amount is 120 million yuan, accounting for 92.35% of the company's latest audited net assets. 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 14th meeting of the 5th board of directors;
2. Resolutions of the 2020 annual general meeting of shareholders;
3. Working capital loan contract signed by Jingzhong technology and Agricultural Bank Of China Limited(601288) Shanghai Jinshan sub branch;
4. Guarantee contract signed between the company and Agricultural Bank Of China Limited(601288) Shanghai Jinshan sub branch; 5. Letter of commitment for entrusted guarantee.
It is hereby announced.
Qitian Technology Group Co.Ltd(300061) board of directors
January 21, 2022
