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Announcement on Increasing the Application for Comprehensive Credit Line from Financial Institutions by Wholly-owned Subsidiaries and Providing Guarantees for Wholly-owned Subsidiaries
Release time:
2022-12-13
Securities Code: 002438 Securities abbreviation: Jiangsu Shentong Announcement No.: 2022-073
Jiangsu Shentong Valve Co., Ltd.
Announcement on Increasing the Application for Comprehensive Credit Line from Financial Institutions by Wholly-owned Subsidiaries and Providing Guarantees for Wholly-owned Subsidiaries
| the company and all members of the board of directors to ensure that information disclosure content is true, accurate and complete, no false records, misleading statements or major omissions. |
Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as "the company") held the fourth meeting of the sixth board of directors and the fourth meeting of the sixth board of supervisors on December 12, 2022, and deliberated and passed the proposal on increasing the application for comprehensive credit line from financial institutions and providing guarantee for wholly-owned subsidiaries. The relevant information is hereby announced as follows:
Overview of the 1.'s increase in comprehensive credit line and related guarantees
1. Overview of approved credit lines and related guarantees
The company held the 23rd meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors on November 21, 2021, deliberated and passed the proposal on increasing the application of wholly-owned subsidiaries for comprehensive credit line from financial institutions and providing guarantee for wholly-owned subsidiaries, and agreed that Ruifan energy saving, a wholly-owned subsidiary, should apply for a comprehensive credit line of 500 million yuan from Yinhai sub branch of Rizhao Bank Co., Ltd. to meet the needs of Rizhao Bank Co., Ltd, the Company guarantees the above comprehensive credit guarantee line for a period of 5 years. For details, please refer to the "Announcement on Providing Guarantees for Wholly Owned Subsidiaries to Apply for Comprehensive Credit Lines from Financial Institutions" (Announcement No. 2021-082) published on November 22, 2021 in the Company's designated information disclosure media, "Securities Times", "Shanghai Securities News" and Juchao Information Network (http://www.cninfo.com.cn).
The company held the 28th meeting of the fifth board of directors and the 24th meeting of the fifth board of supervisors on July 10, 2022, deliberated and passed the proposal on increasing the application for comprehensive credit line from financial institutions and providing guarantee for wholly-owned subsidiaries by wholly-owned subsidiaries, and agreed that Ruifan energy saving, a wholly-owned subsidiary, would increase the comprehensive credit line by 30 million yuan, The guarantee period is one year. For details, please refer to the "Announcement on wholly-owned subsidiaries increasing their application for comprehensive credit lines from financial institutions and providing guarantees for wholly-owned subsidiaries" (Announcement No.: 2022-043) published on the company's designated information disclosure media "Securities Times", "China Securities News" and Juchao Information Network (http://www.cninfo.com.cn) on July 12, 2022.
The company held the second meeting of the sixth board of directors and the second meeting of the sixth board of supervisors on August 14, 2022, deliberated and passed the proposal on providing guarantee for subsidiaries to apply for comprehensive credit line from financial institutions, and agreed to apply for a comprehensive credit line of no more than 400 million yuan from commercial banks to meet the needs of production, operation and business development, The company provides guarantee for the above comprehensive credit guarantee line, the guarantee period is 1 year. For details, please refer to the Announcement on Providing Guarantee for Subsidies' Application for Comprehensive Credit Line from Financial Institutions (Announcement No. 2022-056) published on August 16, 2022 in the Company's designated information disclosure media, Securities Times, China Securities News and Juchao Information Network (http://www.cninfo.com.cn).
2. Overview of this increase in credit line and related guarantees
In order to further meet the needs of production, operation and business development, expand financing channels and improve operation capacity, Ruifan Energy Saving plans to increase the comprehensive credit line applied to Qidong Sub-branch of Guangfa Bank Co., Ltd. from 20 million yuan to 70 million yuan. So far, Ruifan Energy Saving has increased the comprehensive credit line applied to commercial banks from no more than RMB 930 million yuan to no more than RMB 980 million yuan, and the credit line is not equal to the actual financing amount of the company, the specific amount of financing will be determined by the actual operating conditions of the company. The final credit line and term shall be subject to the actual agreement signed with the bank, and the specific amount shall be subject to the actual amount incurred by the wholly-owned subsidiary and the bank. The details are as follows:
Serial Number | Name of subsidiary | Bank Name | Comprehensive credit and guarantee approved | The bank's comprehensive credit line after this increase. | ||
Credit Line | Guarantee situation | Credit Line | Guarantee situation | |||
($million) | ($million) | |||||
1 |
| Rizhao Bank Co., Ltd. Silver Sea Branch | 50,000 | Company to provide guarantees as required | 50,000 | Company to provide guarantees as required |
2 | Zheshang Bank Co., Ltd. Nantong Branch | 3,000 | 3,000 | |||
3 | China Merchants Bank Co., Ltd. Nantong Branch | 6,000 | 6,000 | |||
4 | Industrial Bank Co., Ltd. Qidong Branch | 1,000 | 1,000 | |||
5 | Agricultural Bank of China branch in Qidong | 5,000 | 5,000 | |||
6 | Construction Bank branch in Qidong | 5,000 | 5,000 | |||
7 | China Minsheng Bank branch in Qidong | 5,000 | 5,000 | |||
8 | Guangfa Bank Co., Ltd. Qidong Branch | 2,000 | 7,000 | |||
9 | Bank of China branch in Rizhao East Port | 11,000 | 11,000 | |||
10 | Shanghai Pudong Development Bank Co., Ltd. Rizhao Branch | 5,000 | 5,000 | |||
| Total | 93,000 | 98,000 | |||
3. Overview of this guarantee
Up to now, the company has provided guarantee for Ruifan Energy Saving's comprehensive bank credit line of 930 million yuan. In order to meet the needs of Ruifan's energy-saving operation and development, the company plans to provide guarantee for Ruifan's application to increase the bank's comprehensive credit line. The new comprehensive credit guarantee line shall not exceed RMB 50 million, and the guarantee period shall be 1 year. The specific amount of use depends on the actual business needs, and does not exceed the above-mentioned specific credit amount and guarantee amount, the company and Ruifan Energy Conservation and the credit bank do not have any relationship.
According to the articles of association and the company's external guarantee system and other relevant provisions, the guarantee matters need not be submitted to the general meeting of shareholders of the company for consideration.
Basic information of the 2. guarantor
1. Guarantor: Ruifan Energy Saving Technology Co., Ltd.
2. Company type: limited liability company (wholly owned by a legal person invested or controlled by a natural person)
3. Domicile: No. 801, Floor 8, Rizhao International Wealth Center, 396 Haiqu East Road, Shijiu Street, Donggang District, Rizhao City, Shandong Province
4. Legal Representative: Li Yuebing
5. Registered capital: 50 million yuan only
6. Date of Establishment: January 17, 2013
7. Unified social credit code: 91320681060240030W.
8. Business scope: permitted items: construction project construction; power generation business, power transmission business, power supply (distribution) business; special equipment installation, renovation and repair. (For projects subject to approval in accordance with the law, business activities can only be carried out after approval by relevant departments, and the specific business projects shall be subject to the approval documents or license certificates of relevant departments)
General items: engineering management services; energy-saving management services; contract energy management; technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; sales of special equipment for environmental protection; sales of coal-fired flue gas desulfurization and denitrification equipment; labor services (Excluding labor dispatch); special equipment repair; general equipment repair. (With the exception of projects subject to approval in accordance with the law, business activities shall be carried out independently in accordance with the business license)
9. Main Financial Indicators: According to the audit report of "Tian Occupational Zi [2022] No. 19668" of Tianzi International Accounting Firm (Special General Partnership), as of December 31, 2021, Ruifan Energy Saving has total assets of 918.5442 million yuan, net assets of 279.9586 million yuan, asset-liability ratio of 69.52, operating income of 130.3964 million yuan and net profit of 32.7058 million yuan. Ruifan Energy Saving is not a dishonest person to be executed, the credit status is good.
Main contents of the agreement to be signed by the 3.
The application for comprehensive credit and guarantee matters considered by the board of directors has not yet signed an agreement, only the credit line to be applied for by the company and its subsidiaries and the amount of guarantee to be provided. The specific credit line and guarantee content shall be subject to the actual signed contract.
4. Board Opinion
The board of directors believes that the increase in the credit line applied to the bank by the wholly-owned subsidiary Ruifan Energy Saving is based on the actual needs of its daily production and operation activities, which is conducive to replenishing working capital and promoting business development. The company intends to provide guarantee for the wholly-owned subsidiary, which is conducive to promoting its operation and development, and the guarantee risk is controllable. The increase in bank credit lines and the proposed guarantee for wholly-owned subsidiaries are in line with the overall interests of the company, do not harm the interests of the company and shareholders, and will not adversely affect the normal production and operation of the company and its wholly-owned subsidiaries.
The board of directors of the company authorizes Mr. Wu Jianxin, director and president of the company, to sign the relevant documents of the above guarantee on behalf of the company. The authorization period is until the end of the matter, and the trustee shall faithfully perform his obligations.
5. Independent Director's Opinion
After verification, we believe that the wholly-owned subsidiary Ruifan Energy Saving's application for a comprehensive credit line from the bank and the company's intention to provide guarantees for the wholly-owned subsidiary are to meet the operation and business development needs of the wholly-owned subsidiary. The guaranteed company is a wholly-owned subsidiary within the scope of the company's consolidated statements. The risk of this guarantee is within the controllable range of the company, and there is no situation that harms the interests of the company and investors. When the company's board of directors deliberated the above-mentioned proposals, its deliberation content and voting procedures complied with the "Guidelines for the Standardized Operation of Listed Companies on the Shenzhen Stock Exchange", "Shenzhen Stock Exchange Stock Listing Rules" and other relevant regulations.
Therefore, we agree to increase the company's comprehensive credit line and guarantee matters.
Opinions of 6. Supervisory Board
After deliberation, the board of supervisors held that: the company's wholly-owned subsidiary Ruifan Energy Saving increased its application for credit line from the bank and the company's proposed guarantee for the wholly-owned subsidiary. It will not adversely affect the normal operation and business development of the company and its wholly-owned subsidiaries, and is in line with the overall interests of the company and the interests of all shareholders. The content and decision-making procedures of this matter comply with the "Shenzhen Stock Exchange Stock Listing Rules", "Shenzhen Stock Exchange Listed Companies Standard Operation Guidelines" and "Articles of Association" and other relevant laws and regulations. The board of supervisors agrees to increase the comprehensive credit line and guarantee this time. Matters.
7. cumulative number of external guarantees and the number of overdue guarantees
Up to now, if this guarantee is included, the company's approved external guarantee amount is RMB 980 million, accounting for 41.01 of the company's audited net assets of RMB 2389.5999 million as of December 31, 2021, and the company's actual external guarantee balance is 405.923 million. Yuan, accounting for 16.99 of the company's audited net assets of RMB 2389.5999 million as of December 31, 2021.
The Company currently has no overdue external guarantees or external guarantees involving litigation.
8. Documents for Reference
1. Resolutions of the fourth meeting of the sixth board of directors;
2. Resolution of the fourth meeting of the sixth board of supervisors;
3. Independent opinions of independent directors on matters related to the fourth meeting of the sixth board of directors.
It is hereby announced.
Board of Directors of Jiangsu Shentong Valve Co., Ltd.
13 December 2022
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