Securities code: 002092 securities abbreviation: Xinjiang Zhongtai Chenical Co.Ltd(002092) Announcement No.: 2022-015 Xinjiang Zhongtai Chenical Co.Ltd(002092)
Announcement on external guarantees and related party transactions
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.
1、 Overview of guarantee and related party transactions provided by the company
Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as “company” or ” Xinjiang Zhongtai Chenical Co.Ltd(002092) “) shares in Shanghai Zhongtai Duojing International Trade Co., Ltd. (hereinafter referred to as “Shanghai Duojing”), Zhejiang Taixin Products Co., Ltd. (hereinafter referred to as “Taixin products”) and Xinjiang Meike Chemical Co., Ltd. (hereinafter referred to as “Meike chemical”) according to the needs of production and operation, When applying for comprehensive credit from banks and other financial institutions, the company shall provide 687 million yuan of joint and several liability guarantee according to the shareholding ratio. The details are as follows:
Up to now, the proportion of this guarantee amount in the guaranteed balance of the guarantor and the guaranteed party (10000 yuan, the most related party of the listed company) (10000 yuan) in the recent net asset guarantee assets (%)
Shanghai Zhongtai Duojing International Trade Co., Ltd. 5375 35600 0.65
Sino Thai
Zhejiang Taixin chemical products Co., Ltd. 0.00 16800 0.00 yes
Xinjiang Meike Chemical Co., Ltd. 53633.22 16300 2.09 yes
Total 59008.22 68700 2.74
Note: 1. The businesses under the above comprehensive credit line and guarantee include but are not limited to: working capital loan, project loan, medium and long-term loan, internal guaranteed foreign debt, equity investment loan, M & a loan, bank acceptance bill, letter of credit, factoring of accounts receivable, import documentary bill, commercial bill discount, bank guarantee, financial leasing, supply chain finance Financial derivatives and other financing matters. The specific cooperative financial institution, final financing amount and financing form (term and interest rate) shall be subject to the approval result of the bank or the officially signed agreement;
2. The loan term, interest rate and type shall be subject to the loan contract signed.
3. Among the above-mentioned external guarantees, the stock guarantee was 391 million yuan and the new guarantee was 296 million yuan; 4. The above guarantee matters shall be guaranteed by the company according to the shareholding ratio.
Shanghai Duojing is the holding subsidiary of Xinjiang Zhongtai (Group) Co., Ltd. (hereinafter referred to as “Zhongtai group”), the controlling shareholder of the company, and Taixin property is the holding subsidiary of Shanghai Duojing; Merck chemical is the holding Sun company of Zhongtai group. According to the stock listing rules of Shenzhen Stock Exchange, the above guarantee constitutes a connected transaction.
The above related party transactions have been deliberated and approved by the 34th session of the 7th board of directors held on January 27, 2022. During the deliberation of the proposal, the related directors Bian Deyun, parhati maiming, Li Liangfu and Yu Yajing avoided voting on the proposal, and all the other directors agreed. The independent directors of the company approved the proposal in advance and expressed their independent opinions. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the matter needs to be submitted to the general meeting of shareholders of the company for deliberation, and the corresponding affiliated shareholders will avoid voting.
The above-mentioned related party transactions do not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and do not need to be approved by relevant departments.
2、 Basic information of the guaranteed (related party)
(I) basic information of Shanghai Zhongtai Duojing International Trade Co., Ltd
1. Basic information
Company name: Shanghai Zhongtai Duojing International Trade Co., Ltd
Date of establishment: January 6, 2013
Registered capital: 1 billion yuan
Legal representative: Sun Yuxiang
Registered address: room 1808, No. 769, Jiujiang Road, Huangpu District, Shanghai
Main business: Sales of chemical products, metal materials, mechanical equipment, coal and products, rubber products, non-ferrous metal alloys, etc.
2. Main financial data (consolidated)
Unit: 10000 yuan
End of 2020 / end of September 2021 in 2020 / January September 2021 (audited) (Unaudited)
Total assets 217995.34 812890.33
Total liabilities 154077.50 747767.43
Net assets 63917.84 65122.90
Operating income 5610427.82 7271235.00
Net profit 5006.27 1214.83
3. The equity structure is as follows:
Shareholder contribution (10000 yuan) shareholding ratio (%)
Xinjiang Zhongtai (Group) Co., Ltd. 60000 60
Xinjiang Zhongtai Chenical Co.Ltd(002092) 40,000 40
Total 100000 100
4. Relationship with the company
The controlling shareholder of Zhongtai group is a subsidiary of Zhongjing group.
5. Other notes: as of the date of this announcement, this company does not belong to the dishonest executee.
(II) basic information of Zhejiang Taixin Products Co., Ltd
1. Basic information
Enterprise name: Zhejiang Taixin Products Co., Ltd
Date of establishment: August 23, 2018
Registered capital: 50 million yuan
Legal representative: Sun Yuxiang
Registered address: Room 305, No. 7, Fuxing East Road, Hongxing street, Jingning She Autonomous County, Lishui City, Zhejiang Province
Main business: Sales of petroleum asphalt, mineral products, petroleum products, chemical raw materials and products, edible Shenzhen Agricultural Products Group Co.Ltd(000061) (excluding vegetables, aquatic products and fresh meat), rubber and plastic products, cotton, building materials, feed, textiles and raw materials, steel, non-ferrous metals, metal materials and products, paper products and raw materials, chemical fertilizer, etc.
2. Main financial data:
Unit: 10000 yuan
End of 2020 / end of September 2021 / January September 2021
(audited) month (Unaudited)
Total assets 18568.42 73962.88
Total liabilities 15429.03 69214.56
Net assets 3139.39 4748.32
Operating income 415490.08 292712.14
Net profit 3037.77 1608.93
3. Ownership structure:
Name of shareholder contribution (10000 yuan) shareholding ratio (%)
Shanghai Zhongtai Duojing International Trade Co., Ltd. 2550 51.00
Ningbo Meishan free trade port area compliance equity investment management
Partnership (limited partnership) 2450 49.00
Total 5000 100.00
4. Relationship with the company
Taixin property is the holding subsidiary of Shanghai Duojing, a joint-stock company of the company, and Shanghai Duojing is the holding subsidiary of the controlling shareholder Zhongtai group.
5. Other notes: as of the date of this announcement, Taixin’s property does not belong to the dishonest executee.
(III) basic information of Xinjiang Meike Chemical Co., Ltd
1. Basic information
Company name: Xinjiang Meike Chemical Co., Ltd
Date of establishment: July 26, 2004
Registered capital: 763.820618 million yuan
Legal representative: Song Zhimin
Registered address: No. 1, Nanyuan Road, Korla economic and Technological Development Zone, Bazhou, Xinjiang
Main business: R & D, production and sales of 1,4-butanediol, methanol, formaldehyde, tetrahydrofuran and n-butanol.
2. Main financial data (consolidated basis):
Unit: 10000 yuan
End of 2020 / end of September 2021 / January September 2021
(audited) month (Unaudited)
Total assets 687751.90 857692.77
Total liabilities 454378.05 457451.67
Net assets 233373.86 400241.10
Operating income 203056.93 427851.18
Net profit -21800.85 166670.06
3. Ownership structure:
Name of shareholder contribution amount (yuan) shareholding ratio (%)
Xinjiang Zhongtai Petrochemical Group Co., Ltd. 201104865 26.33
Xinjiang Zhongtai Chenical Co.Ltd(002092) 184,138,000 24.11
Yihe Yinfeng Tianyuan (Tianjin) Group Co., Ltd. 108707164 14.23
Beijing Hongpin information consulting partnership (limited partnership) 48580000 6.36
Beijing wangkewang Technology Co., Ltd. 488400 6.35
Gongqingcheng Shengheng No.2 equity investment partnership (limited partnership) 36280000 4.75
Meike Investment Group Co., Ltd. 36253600 4.74
Xinjiang Taihe Xinding equity investment management partnership (limited partnership) 27268589 3.57
Luzhou Pu
