Securities code: 000688 securities abbreviation: Guocheng Mining Co.Ltd(000688) Announcement No.: 2022-014 Guocheng Mining Co.Ltd(000688)
Announcement on the guarantee provided by the company for wholly-owned subsidiaries
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Overview of guarantee
Inner Mongolia DONGSHENGMIAO Mining Co., Ltd. (hereinafter referred to as "dongkuang"), a wholly-owned subsidiary of Guocheng Mining Co.Ltd(000688) (hereinafter referred to as "the company" or "listed company"), plans to apply for a credit line of 50 million yuan from China Construction Bank Corporation(601939) Bayannur branch (hereinafter referred to as "Bayannur branch of China Construction Bank"), and the company provides joint and several liability guarantee for dongkuang's application for bank credit line.
On January 27, 2022, the company held the 37th meeting of the 11th board of directors (9 in favor, 0 against and 0 abstention) and the 21st Meeting of the 10th board of supervisors (3 in favor, 0 against and 0 abstention) respectively, and considered and adopted the above matters. According to the articles of association, the company's external guarantee management system and other relevant provisions, this guarantee does not need to be submitted to the general meeting of shareholders for deliberation, and does not constitute a connected transaction.
2、 Basic information of the guaranteed party
1. Company name: Inner Mongolia DONGSHENGMIAO Mining Co., Ltd
2. Date of establishment: July 25, 2000
3. Registered address: Bayin Town, wulathou banner, Inner Mongolia
4. Legal representative: Bai Yunpeng
5. Registered capital: 360 million yuan
6. Unified credit Code: 91150825720199783m
7. Business scope: general items: lead zinc mine, copper mine, pyrite, iron ore mining, flotation sales, sales of various industrial products, mining machinery and equipment and accessories, technical training and services; Catalogue of export commodities: five gold products such as lead-zinc ore powder, copper ore powder and pyrite powder. Catalogue of imported commodities: the import of raw and auxiliary materials, instruments and meters, mechanical equipment, spare parts and technologies required for the production of the enterprise. Engineering survey, construction engineering survey, mine survey and topographic survey.
The main business is the mining of lead-zinc ore, copper mine, pyrite and iron ore, and the sales of lead-zinc ore powder, copper ore powder and pyrite powder.
8. Ownership structure: wholly owned subsidiary of listed company
9. Key financial data
Unit: 10000 yuan
Project September 30, 2021 (Unaudited) December 31, 2020 (audited)
Total assets 206541.05 209740.19
Total liabilities 63713.56 87791.74
Net assets 148827.50 121948.46
Project from January 1 to September 30, 2021 to December 31, 2020 (Unaudited) (audited)
Operating income 69009.83 86571.47
Total profit 24483.99 19702.43
Net profit 21076.12 16588.45
10. Dongkuang is in good credit condition and is not the person to be executed for dishonesty.
3、 Main contents of the guarantee agreement
1. Guarantee method: joint and several liability guarantee.
2. Guarantee scope: the principal of all debts under the main contract is 50 million yuan only, interest (including compound interest and penalty interest), liquidated damages and other expenses (including but not limited to legal fees, arbitration fees, lawyer fees, property preservation fees, travel expenses, execution fees, evaluation fees, auction fees, etc.).
3. Guarantee period: from the effective date of the independent contract to three years from the expiration of the debt performance period under the main contract.
At present, the above contract has not been signed, and the specific contents shall be subject to the final contract.
4、 Impact of the guarantee provided by the company for East Mine
This time, the company provides guarantee for the bank credit line applied by dongkuang, which helps to meet the capital needs of its overall business development. There is no damage to the interests of the company and shareholders, and will not have an adverse impact on the normal operation and business development of the company.
5、 Opinions of the board of directors
This time, the company provides guarantee for the bank credit line applied by dongkuang, mainly to meet the daily production and operation needs of dongkuang and in line with the overall interests of the company. As a wholly-owned subsidiary within the scope of the company's consolidated statements, dongkuang has good operating conditions and controllable financial risks. This guarantee will not damage the interests of the listed company and all shareholders.
6、 Opinions of the board of supervisors
The company provides guarantee for the bank credit line applied by dongkuang, which helps to meet the capital needs of its daily operation and business development. The approval procedures comply with relevant laws, administrative regulations and the provisions of China Securities Regulatory Commission, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, the board of supervisors of the company agreed to this guarantee.
7、 Opinions of independent directors
This time, the company provides guarantee for the bank credit line applied by dongkuang, mainly to meet the daily production and operation needs of the wholly-owned subsidiary and help promote its sustainable and stable development. The operation of dongkuang is normal and stable, and the financial risk is controllable. This guarantee has fulfilled the necessary legal procedures of listed companies, complies with the provisions of relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange, does not damage the interests of the company and shareholders, especially small and medium-sized shareholders, and is in line with the overall long-term interests of the company. Therefore, we agree to this guarantee.
8、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the actual external guarantee balance of the listed company and its holding subsidiaries was 141.75 million yuan, accounting for 5.86% of the latest audited net assets of the listed company. After the guarantee was provided, the actual external guarantee balance of the listed company and its holding subsidiaries was 191.75 million yuan, accounting for 7.93% of the latest audited net assets of the listed company. The listed company and its holding subsidiaries did not provide guarantees for units outside the consolidated statements, and the company and its holding subsidiaries did not have overdue guarantees, guarantees involving litigation and losses due to the judgment of losing the guarantee.
It is hereby announced.
Guocheng Mining Co.Ltd(000688) board of directors
January 27, 2022
