Securities code: 000560 securities abbreviation: 5I5J Holding Group Co.Ltd(000560) Announcement No.: 2022-003 5I5J Holding Group Co.Ltd(000560)
Progress announcement on providing guarantee for wholly-owned 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.
5I5J Holding Group Co.Ltd(000560) (hereinafter referred to as “the company” or “the company”) held the 9th meeting of the 10th board of directors and the 2020 board of directors and the 2020 annual general meeting of shareholders on April 26, 2021 and May 26, 2021 respectively, and deliberated and adopted the proposal on providing guarantee amount for new debt financing of subsidiaries in 2021. The company plans to provide guarantees for its new debt financing in 2021 according to the capital needs and guarantee needs of some subsidiaries’ business operations, with a total guarantee amount of no more than 3.865 billion yuan. Among them, the company provided a guarantee of 330 million yuan for the wholly-owned subsidiary Kunming Department Store commercial Co., Ltd. (hereinafter referred to as “commercial company”). The validity period of the above guarantee amount and authorization is from the date when the above guarantee proposal is considered and approved by the company’s 2020 annual general meeting to the date when the 2021 annual general meeting of shareholders is held to consider the relevant guarantee amount. For details, please refer to the company’s publication on www.cninfo.com on April 28, 2021 and May 27, 2021 respectively info. com. cn. Announcement on providing guarantee amount for new debt financing of subsidiaries in 2021 (No. 2021-030) and announcement on resolutions of 2020 annual general meeting of shareholders (No. 2021-047).
According to the actual progress, the company hereby announces the progress of providing guarantee for subsidiaries as follows:
1、 Overview of guarantee
On January 21, 2022, the commercial company, a wholly-owned subsidiary of the company, signed the comprehensive credit agreement with China Everbright Bank Company Limited Co.Ltd(601818) Kunming Branch (hereinafter referred to as ” China Everbright Bank Company Limited Co.Ltd(601818) Kunming Branch”), and the commercial company applied for a maximum credit line of 38 million yuan from China Everbright Bank Company Limited Co.Ltd(601818) Kunming Branch due to business needs. The effective service life is from January 21, 2022 to January 20, 2023. In order to ensure the performance of the above comprehensive credit agreement, within the guarantee limit provided for subsidiaries in 2021 approved by the company’s 2020 annual general meeting of shareholders, the company will provide China Everbright Bank Company Limited Co.Ltd(601818) Kunming Branch with the maximum joint and several liability guarantee and the maximum mortgage guarantee for all debts of commercial companies under the above comprehensive credit agreement, For the above guarantee matters, the company and China Everbright Bank Company Limited Co.Ltd(601818) Kunming Branch signed the maximum guarantee contract and the maximum mortgage contract on January 21, 2022.
The above guarantee matters are within the guarantee amount approved by the general meeting of shareholders. After the above guarantee occurs, the
Within the guarantee limit approved by the company’s 2020 annual general meeting of shareholders, the actual guarantee provided by the company to commercial companies
The guarantee amount does not exceed the guarantee amount approved by the general meeting of shareholders. The specific guarantee conditions are as follows:
The guaranteed party’s consideration of whether the accumulated guarantee amount of this guarantee is available or not. The guaranteed party holds the guarantee amount before the latest maximum guarantee exhibition. The post exhibition guarantee accounts for the balance of the listed company’s related guarantee quota, share ratio, asset liability quota (RMB 10000) (RMB 10000) (10000 yuan) proportion of net guaranteed assets in the latest period (10000 yuan)
Kunming Department Store
Commercial building of the company 100% 45.76% 33000.00 0 3800.00 3800.00 0.35% no 29200.00 Co., Ltd
2、 Basic information of the guaranteed
1. Name: Kunming Department Store commercial Co., Ltd
2. Unified social credit Code: 91530100734296867l
3. Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
4. Registered capital: 358357500 yuan
5. Company domicile: No. 1, Dongfeng West Road, Wuhua District, Kunming City, Yunnan Province
6. Legal representative: Xie Yong
7. Date of establishment: December 30, 2001
8. Business term: December 30, 2011 to long term
9. Business scope: China’s trade, material supply and marketing; Market Research; Gold and gold products processing; Pre package
Sales of packaged food. The following business scope is limited to branches: entrusted management of the properties owned by kunbaida
Manage; Small children’s play.
10. Shareholding of shareholders: held by Kunming Department Store Investment Holding Co., Ltd., a wholly-owned subsidiary of the company
Its 100% equity.
11. Main financial position: as of December 31, 2020, the total assets of the commercial company were 113597.10
The total liabilities are 707.4702 million yuan and the net assets are 428.509 million yuan. January to December 2020
The operating income is 334.3951 million yuan, the total profit is -22.0882 million yuan, and the net profit is -16.575 million yuan.
No major contingencies.
As of September 30, 2021, the total assets of the commercial company were 761.5948 million yuan and the total liabilities were 348.5124 million yuan
The net assets are 413082400 yuan. From January to September 2021, the operating revenue was 257539900 yuan, with profit
The total profit is -20.5437 million yuan and the net profit is -15.4184 million yuan. No major contingencies.
12. Other notes: the commercial company has no major litigation or arbitration matters involving external guarantee, is not a dishonest executee, and has good credit.
3、 Main contents of guarantee contract
The maximum guarantee contract and maximum mortgage contract (hereinafter referred to as “the contract”) signed by the company (hereinafter referred to as “guarantor” or “mortgagor”) and China Everbright Bank Company Limited Co.Ltd(601818) Kunming Branch (hereinafter referred to as “lender” or “mortgagee”) on January 21, 2022 are as follows:
1. Maximum guarantee contract
(1) Guaranteed principal creditor’s rights: the principal creditor’s rights guaranteed by the guarantor are all creditor’s rights under the specific credit business contract or agreement signed between the lender and the commercial company (hereinafter also referred to as the “fiduciary”) in accordance with the comprehensive credit agreement.
Within the scope of guarantee, the maximum principal balance of the guaranteed principal creditor’s rights is 38 million yuan.
(2) Guarantee method: the guarantee provided by the guarantor under this contract is joint and several liability guarantee.
(3) Guarantee scope: debt principal, interest, compound interest, liquidated damages, damages, etc. that the trustee shall repay or pay to the Lender under the comprehensive credit agreement and the specific credit business contract or agreement signed for each specific credit business according to the comprehensive credit agreement (hereinafter referred to as the “main contract”) The cost of realizing the claim and all other expenses payable.
(4) Guarantee period: the guarantee period of each specific credit business under the comprehensive credit agreement is calculated separately, which is three years from the expiration date of the trustee’s debt performance period agreed in the specific credit business contract or agreement. In case of early maturity of debt due to events specified in laws or specific credit business contracts or agreements, the guarantee period is three years from the date of early maturity of debt. If the Guarantor agrees to the debt extension, the guarantee period shall be three years from the date of expiration of the debt performance period re agreed in the extension agreement. If the debts under the specific credit business contract or agreement are performed by stages, the guarantee period for each debt is three years from the expiration of the last debt performance period.
(5) Effectiveness of the contract: the contract shall come into force on the date when the legal representatives (principals) or their entrusted agents of the guarantor and the credit grantor sign or seal and affix their official seals.
2. Maximum mortgage contract
(1) Principal creditor’s rights guaranteed: the principal creditor’s rights guaranteed by the mortgagor are all creditor’s rights under the specific credit business contract or agreement signed between the mortgagee and the trustee according to the comprehensive credit agreement. Within the scope of guarantee, the maximum principal balance of the guaranteed principal creditor’s rights is 38 million yuan.
(2) Scope of mortgage guarantee: debt principal, interest, compound interest, liquidated damages, damages, expenses for realizing creditor’s rights and all other expenses payable by the trustee to the mortgagee under the main contract; And the mortgagee’s expenses for realizing the mortgage under this contract and any other payments payable by the mortgagor to the mortgagee under this contract.
(3) Collateral: real estate held by the company on the 7th floor of new era Plaza parking building (new era Plaza parking lot) and the 7th floor of new era Plaza (catering and entertainment center).
(4) Effectiveness, alteration and cancellation of the contract: the contract shall come into force after the legal representatives or entrusted agents of the mortgagor and the mortgagee sign or seal and affix their official seals. Where registration is required by law, the mortgage right shall be established after the registration formalities are handled by the registration department. After the contract takes effect, neither party shall change or terminate the contract in advance without authorization. Within 7 working days after the trustee or the mortgagor has repaid all the guaranteed debts to the mortgagee and has fully performed its responsibilities and obligations under this contract and other relevant documents, the mortgagee shall assist the mortgagor in handling the cancellation or cancellation of the mortgage.
4、 Opinions of the board of directors
The above guarantees are provided by the company to support commercial companies to raise funds to carry out business, which is conducive to supporting and promoting their business development. The commercial company of the guaranteed company is a wholly-owned subsidiary within the scope of the company’s consolidated statements, and the company can control relevant risks through effective management. In addition, the management of commercial companies is standardized, the operation is normal, there is no failure to repay the principal and interest on time, and the guarantee risk is controllable. The guarantee provided by the company has been approved by the general meeting of shareholders. Therefore, the company believes that the above guarantee will not affect the company’s sustainable operation ability and will not damage the interests of the company and shareholders.
5、 Accumulated external guarantee quantity of the company
The company and its subsidiaries do not provide guarantees to controlling shareholders, actual controllers and third parties without equity relations; The total amount of guarantee approved by the company is 3865 million yuan. As of the disclosure date of this announcement, 1773.8159 million yuan of guarantee actually occurred under the total amount of guarantee. The balance of guarantee actually provided by the company and its subsidiaries to subsidiaries within the scope of consolidated statements is 2364.385 million yuan, accounting for 22.99% of the audited net assets of the company as of December 31, 2020. There is no overdue guarantee amount, There is no guarantee amount involved in litigation and the amount of loss due to the judgment of losing the guarantee.
After the occurrence of this guarantee, as of the disclosure date of this announcement, the guarantee balance actually provided by the company and its subsidiaries to the subsidiaries within the scope of the consolidated statements was 2402.385 million yuan, accounting for 23.36% of the audited net assets of the company as of December 31, 2020. The above guarantees have fulfilled the approval procedures of the board of directors and the general meeting of shareholders in accordance with relevant provisions.
6、 Directory of documents for future reference 1 The maximum guarantee contract signed by the company and China Everbright Bank Company Limited Co.Ltd(601818) Kunming Branch; 2. The maximum mortgage contract signed by the company and China Everbright Bank Company Limited Co.Ltd(601818) Kunming Branch; 3. Comprehensive credit agreement signed between commercial company and China Everbright Bank Company Limited Co.Ltd(601818) Kunming Branch. It is hereby announced.
5I5J Holding Group Co.Ltd(000560) board of directors
January 22, 2022
