Securities code: 002235 stock abbreviation: Xiamen Anne Co.Ltd(002235) Announcement No.: 2022-006
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
Xiamen Anne Co.Ltd(002235) (hereinafter referred to as “the company”) held the 19th meeting of the 5th board of directors on January 26, 2022, deliberated and adopted the proposal on providing guarantee for subsidiaries’ application for bank credit. It is agreed that the company will provide joint and several liability guarantee with a total amount of no more than RMB 370 million for the wholly-owned subsidiary to apply for comprehensive credit from the bank. The proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. 2、 Main contents of guarantee agreement
It is agreed to provide a guarantee with a total amount of no more than RMB 370 million for subsidiaries to apply for comprehensive credit from relevant banks, as follows:
1. Provide joint and several liability guarantee of no more than RMB 180 million for the comprehensive credit applied by the subsidiary to Xiamen Bank Co.Ltd(601187) . Including: providing guarantee of no more than 52.5 million yuan for the credit line applied by Annie commercial paper; Provide a guarantee of no more than 52.5 million yuan for the credit line applied by Annie enterprise; Provide a guarantee of no more than 75 million yuan for the credit line applied by Shanghai super.
2. Provide joint and several liability guarantee of no more than 50 million yuan for the comprehensive credit applied by the subsidiary to Industrial Bank Co.Ltd(601166) Xiamen Branch. Including: providing no more than 30 million yuan guarantee for the credit line applied by Annie enterprise and no more than 30 million yuan guarantee for the credit line applied by Annie commercial paper.
3. Provide joint and several liability guarantee of no more than 20 million yuan for the comprehensive credit applied by the subsidiary to China Citic Bank Corporation Limited(601998) Xiamen Branch. Including: providing no more than 10 million yuan guarantee for the credit line applied by Annie enterprise and no more than 10 million yuan guarantee for the credit line applied by Annie commercial paper.
4. Provide joint and several liability guarantee of no more than 40 million yuan for the comprehensive credit applied by the subsidiary to Xiamen Branch of Shanghai Pudong Development Bank. Including: providing no more than 20 million yuan guarantee for the credit line applied by Annie enterprise and no more than 20 million yuan guarantee for the credit line applied by Annie commercial paper.
5. Provide joint and several liability guarantee of no more than 50 million yuan for the comprehensive credit applied by subsidiary Annie enterprise to Bank Of Communications Co.Ltd(601328) Xiamen Branch.
6. Provide joint and several liability guarantee of no more than 30 million yuan for the comprehensive credit applied by subsidiary Annie enterprise to China Merchants Bank Co.Ltd(600036) Xiamen Branch.
3、 Basic information of the guaranteed
1. Name of the guaranteed: Xiamen Annie Enterprise Co., Ltd
Date of establishment: December 28, 1995
Registered address: left side of building e, No. 99, Jinyuan South Road, Xinglin, Jimei District, Xiamen
Capital injection: RMB 100 million
Legal representative: Huang Qinghua
Business scope: packaging, decoration and other printing; Binding and printing related services; Wholesale of computers, software and auxiliary equipment; Wholesale of hardware products; Clothing wholesale; Wholesale of shoes and hats; Wholesale of textiles, knitwear and raw materials; To engage in the export business of the products and technologies produced by the enterprise and the import business of mechanical equipment, spare parts, raw and auxiliary materials and technologies required by the enterprise, except for the commodities and technologies restricted or prohibited by the state; Wholesale of building materials; Clothing retail; Retail of shoes and hats; Retail of textiles and knitwear; Hardware retail; Retail of computers, software and auxiliary equipment; Processing paper manufacturing; This volume is printed; Software development; Information technology consulting services; Other unlisted information technology services (excluding projects requiring license and approval); Stationery wholesale; Stationery retail; Design, production, agency and release of advertisements.
Relationship with the company: a wholly-owned subsidiary of the company.
Main financial indicators:
December 31, 2020 (yuan) September 30, 2021 (yuan)
Total assets 255571721.50 271032552.48
Total liabilities 137836874.56 148709987.45
Asset liability ratio 53.93% 54.87%
Owner’s equity 117734846.94 122322565.03
Operating income 188735644.00 188686137.29
Total profit 2941855.94 4594051.41
Net profit 2919924.80 4587718.09
2. Name of the guaranteed: Xiamen Annie Business Information Paper Co., Ltd
Date of establishment: June 6, 2001
Registered address: the right side of the first floor of building e, No. 99, Jinyuan South Road, Xinglin, Jimei District, Xiamen
Registered capital: RMB 20 million
Legal representative: Chen Liguo
Business scope: (1) processing and sales of business information paper; (2) Paper coating processing; (3) , paper processing, book processing, packaging supplies processing, office consumables processing, production and technology development, transfer and consulting services; (4) Sales of mechanical and electronic equipment, computers and software, office equipment, hardware and electricity, building materials, textiles, clothing, shoes and hats; (5) Operate the import of various commodities and technologies (without attaching the catalogue of import and export commodities), except for the commodities and technologies that the state restricts the company to operate or prohibits the import and export; (6) Automobile sales (excluding passenger cars). (if the above business scope involves licensed business items, it can be operated only after obtaining the permission of relevant departments.)
Relationship with the company: Xiamen Annie Enterprise Co., Ltd., a wholly-owned subsidiary of the company, holds 100%.
Main financial indicators:
December 31, 2020 (yuan) September 30, 2021 (yuan)
Total assets 70073776.07 71818305.14
Total liabilities 52548829.22 54959208.03
Asset liability ratio 74.99% 76.53%
Owner’s equity 17524946.86 16859097.11
Operating income 57800210.60 35570601.60
Total profit -272541.19 -665849.75
Net profit -272541.19 -665849.75
3. Name of the guaranteed: Shanghai Super Labeling System Co., Ltd
Date of establishment: January 17, 2002
Place of registration: No. 251, Taogan Road, Sheshan Industrial Zone, Songjiang, Shanghai
Capital injection: USD 3 million
Legal representative: Dai Lianghu
Business scope: R & D, design and production of labels, namesectors, light guide sectors, instrument panels, polarizing films, liquid crystal backlight panels, electronic insulation and related electronic instruments, packaging and decoration printing, sales of self-produced products of the company and provision of after-sales services; Engaged in the wholesale, commission agency (except auction), import and export of paper products, office supplies, daily necessities, hardware and electricity, electronic products, computers and software and hardware.
Relationship with the company: Annie (Hong Kong) Co., Ltd., a wholly-owned subsidiary of the company, holds 100%.
Main financial indicators:
December 31, 2020 (yuan) September 30, 2021 (yuan)
Total assets 79184785.44 95237163.10
Total liabilities 60656837.06 65445246.21
Asset liability ratio 76.60%, 68.72%
Owner’s equity 18527948.38 29791916.89
Operating income 75522051.43 82526644.37
Total profit 4436884.76 11702015.28
Net profit 4829517.67 10654478.51
4、 Opinions of the board of directors and independent directors
Opinions of the board of directors:
The company provides joint and several liability guarantee for the comprehensive credit line of the wholly-owned subsidiary bank, which is in line with the provisions of the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120) jointly issued by the CSRC and the CBRC. Therefore, the board of Directors believes that the above guarantee will not damage the interests of the company and will not have an adverse impact on the company. The board of directors unanimously approved the guarantee.
Independent opinions of independent directors:
The company provides joint and several liability guarantee with a total amount of no more than RMB 370 million for the subsidiaries Xiamen Annie Enterprise Co., Ltd. and Xiamen Annie Business Information Paper Co., Ltd. to apply for comprehensive credit from the bank. The guarantee objects are all wholly-owned subsidiaries of the company, and they can fully repay the bank loans borrowed, which is enough to protect the interests of listed companies. The company’s guarantee for wholly-owned subsidiaries complies with the provisions of the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120) jointly issued by the CSRC and the CBRC. The above guarantee will not harm the interests of the company and will not have an adverse impact on the company. We agree to the guarantee.
5、 Accumulated external guarantee and overdue guarantee
As of January 26, 2022, the company has provided guarantees for wholly-owned subsidiaries, with a balance of RMB 70.25 million, accounting for 5.72% of the company’s latest audited net assets; The company has no overdue guarantee.
The guarantee amount provided by the company for the wholly-owned subsidiary this time is RMB 370 million, accounting for 29.62% of the company’s latest audited net assets.
It is hereby announced!
Xiamen Anne Co.Ltd(002235) board of directors January 26, 2022
