Securities code: 000711 securities abbreviation: Kingland Technology Co.Ltd(000711) Announcement No.: 2022-027 Kingland Technology Co.Ltd(000711)
Announcement on providing counter guarantee and related party transactions to the guarantor
hot tip
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.
Kingland Technology Co.Ltd(000711) (hereinafter referred to as ” Kingland Technology Co.Ltd(000711) ” the “company”) deliberated and adopted the proposal on providing counter guarantee and related party transactions to the Guarantor at the first interim meeting of the 10th board of directors held on January 24, 2022.
1、 Overview of related party transactions
(I) basic information
The company held the 42nd meeting of the 9th board of directors and the 12th extraordinary general meeting of shareholders in 2020 on December 8, 2020 and December 24, 2020 respectively. The meeting deliberated and adopted the proposal on providing guarantee for Jinglan Environmental Technology Co., Ltd, The company provides guarantee for Beijing Blue Environmental Technology Co., Ltd. (hereinafter referred to as “Beijing blue environmental technology”) to apply for a working capital loan of no more than RMB 30 million with a term of one year from Langfang Suburban Rural Credit Cooperative Association (hereinafter referred to as “Langfang suburban cooperative association”). Finally, Langfang suburban Associated Press approved that the company, Mr. Guo Shaozeng, the actual controller of the company, and the equity pledge of Langfang yuanshuai tianyixiang Automobile Sales Co., Ltd. provided guarantee for the business. Within the guarantee amount, the actual loan balance of Jinglan environmental technology in Langfang suburban association is 28.8 million yuan. Now the company plans to provide counter guarantee for the above guarantee to Langfang yuanshuai tianyixiang Automobile Sales Co., Ltd.
Guo Jiayuan, the actual controller of Langfang yuanshuai tianyixiang Automobile Sales Co., Ltd., is a direct relative of Mr. Guo Shaozeng, the actual controller of the company. According to the stock listing rules of Shenzhen Stock Exchange, the above counter guarantee matters constitute related party transactions.
In June 2021, Jinglan environmental technology loaned 55 million yuan and 11.2 million yuan respectively to Langfang suburban Association for a period of one year. The company did not provide guarantee for this loan, which was guaranteed by Mr. Guo Shaozeng, the real estate mortgage and actual controller of Kingland Technology Co.Ltd(000711) of Jinglan times Technology (Beijing) Co., Ltd. (hereinafter referred to as “Jinglan times”). Up to now, the loan has not yet expired. Now the company plans to provide counter guarantee for the above guarantee to Jinglan times.
According to the Listing Rules of Shenzhen Stock Exchange, Jinglan times has a related relationship with the listed company, and the above counter guarantee matters constitute related party transactions.
This related party transaction does not constitute a major asset reorganization or listing as stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
Equity structure of Jinglan times Technology (Beijing) Co., Ltd.:
(II) the basic information of the counter guarantee object is as follows:
1. Langfang yuanshuai tianyixiang Automobile Sales Co., Ltd
Enterprise name: Langfang yuanshuai tianyixiang Automobile Sales Co., Ltd
Unified social credit Code: 91131003320265083x
Type: limited liability company (sole proprietorship of natural person)
Address: No. 108, unit 1, building 1, chenglangyuan China Fortune Land Development Co.Ltd(600340) , Guangyang District, Langfang City
Legal representative: Guo Jiayuan
Registered capital: 10 million yuan
Business term: from January 14, 2015 to no fixed term
Business scope: Sales of automobiles, auto parts and auto fittings; Vehicle maintenance; Second hand car acquisition and sales. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Guo Jiayuan, the actual controller of Langfang yuanshuai tianyixiang Automobile Sales Co., Ltd., is a direct relative of Mr. Guo Shaozeng, the actual controller of the company. According to the stock listing rules of Shenzhen Stock Exchange, the above counter guarantee matters constitute related party transactions.
2. Jinglan times Technology (Beijing) Co., Ltd
Company name: Jinglan times Technology (Beijing) Co., Ltd
Unified social credit Code: 91110105ma004rqm89
Type: limited liability company (sole proprietorship of legal person)
Address: Room 201, 2 / F, building 17, Wangjing Dongyuan seventh district, Chaoyang District, Beijing
Legal representative: Chen Zhiwei
Registered capital: 70 million yuan
Business term: April 14, 2016 to April 13, 2046
Business scope: technology development, technology transfer, technical consultation, technology promotion and technical services. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved 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.)
Property address: 2 / F, building 17, Wangjing Dongyuan District 7, Chaoyang District, Beijing
According to the Listing Rules of Shenzhen Stock Exchange, Jinglan times has a related relationship with the listed company, and the above counter guarantee matters constitute related party transactions.
According to the company’s inquiry on China executive information disclosure network, Langfang yuanshuai tianyixiang Automobile Sales Co., Ltd. and Jinglan times Technology (Beijing) Co., Ltd. are not dishonest executors.
This transaction still needs to be approved by the general meeting of shareholders, and the related parties interested in the related party transaction will avoid voting.
2、 Signing of counter guarantee agreement
At present, the relevant subjects have not signed an agreement on the above counter guarantee matters. After signing, the company will timely perform the obligation of information disclosure according to the actual situation.
3、 Opinions of the board of directors
Jinglan Environmental Technology Co., Ltd., a wholly-owned subsidiary of the company, applied for a loan from Langfang suburban rural credit cooperative association in order to meet its capital needs in operation and promote its improvement of development. At that time, Langfang suburban rural credit cooperative association requested to provide additional guarantee methods, and finally increased the real estate guarantee of Langfang yuanshuai tianyixiang Automobile Sales Co., Ltd. and Jinglan times Technology (Beijing) Co., Ltd. At present, the company provides counter guarantee for the above guarantee behavior, and there is no damage to the interests of the company and minority shareholders. Therefore, the board of directors agreed to the counter guarantee and agreed to submit it to the general meeting of shareholders of the company for deliberation.
4、 Opinions of independent directors
1. Prior approval opinion
We believe that this transaction is to effectively solve the financing needs of the company’s subsidiaries, contribute to the smooth development of the business of the company and its subsidiaries, maintain stable operation and promote the overall healthy development of the company. The related party transaction does not damage the interests of the company and its shareholders, especially the small and medium-sized shareholders. We agree to submit the related party transaction and external related party guarantee proposal to the board of directors of the company for deliberation, and the related directors shall withdraw from voting.
2. Independent opinion
When the board of directors votes on the proposal on providing counter guarantee and connected transactions to the guarantor, the connected directors shall withdraw, and the voting procedures of the board of directors shall comply with the provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations, the articles of association and the rules of procedure of the board of directors; We believe that the counter guarantee provided by the company to the guarantor this time can meet the actual business needs of the company. The related party transaction does not harm the interests of the company and the majority of shareholders, especially the minority shareholders. We agree to submit this proposal to the general meeting of shareholders of the company for deliberation, and the related shareholders shall abstain from voting.
6、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting;
2. Prior review opinions signed by independent directors; 3. Opinions of independent directors signed by independent directors. It is hereby announced.
Kingland Technology Co.Ltd(000711) board of directors January 24, 2002
