Securities code: 002329 securities abbreviation: Royal Group Co.Ltd(002329) Announcement No.: 2022 – 013 Royal Group Co.Ltd(002329)
Announcement on guarantee provided by subordinate companies for the company
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
In March 2017, the people’s Government of Guangxi Zhuang Autonomous Region issued the Interim Measures for the administration of direct equity investment of Guangxi government investment guidance fund, which is formulated to standardize the operation and management of direct equity investment of Guangxi government investment guidance fund (hereinafter referred to as “direct equity investment”), It refers to the state-owned companies in the autonomous region with corresponding qualifications and engaged in equity investment entrusted by Guangxi investment guidance fund Co., Ltd. with the approval of the people’s Government of the autonomous region and managed by the emerging industry development office of the autonomous region to perform the responsibilities of direct equity investment investors in accordance with the decisions and arrangements of the Party committee and the people’s Government of the autonomous region, The act of directly investing in the equity of key enterprises of industrialization and major enterprises in emerging industries driven by the innovation of non-public offering and listing in the autonomous region with state-owned capital. The main purpose is to support the construction of major investment projects in strategic emerging industries, emerging leading industries, traditional advantageous industries and producer services in the autonomous region.
In December 2019, the Bama probiotic products processing base project of Bama probiotic Technology Co., Ltd. (hereinafter referred to as “Bama company”), a wholly-owned subsidiary of Royal Group Co.Ltd(002329) (hereinafter referred to as “the company”), was listed in the second batch of “Shuangbai Shuangxin” projects in the autonomous region after being reviewed by the Guangxi “Shuangbai Shuangxin” industrial project development engineering headquarters and reported to the people’s Government of the autonomous region for approval, Obtain the qualification of the autonomous region to provide financial support in the form of direct equity investment.
On January 28, 2022, the company signed the capital increase and share expansion agreement of Bama probiotic Technology Co., Ltd. with Guangxi Industrial Investment Development Co., Ltd. (hereinafter referred to as “Guangxi industrial investment company”), Bama company and its subsidiary Guangxi Huangshi Dairy Co., Ltd. (hereinafter referred to as “Guangxi Huangshi”), Guangxi Industrial Investment Corporation will invest 50 million yuan in Bama company for the Development Office of emerging industries in Guangxi Zhuang Autonomous Region
The Bama company’s Bama probiotic product processing base project in the notice on Issuing the plan of the third batch of direct equity investment projects in emerging industries (guixinxing project Tong [2020] No. 1) was issued on June 5, 2020 to accelerate the achievement transformation and industrialization of the project. The average annualized rate of return of the investment is 3.31% and the investment period is no more than 5 years. The company undertakes to repurchase all the equity of Bama company held by Guangxi industrial investment company when relevant conditions are reached according to the main contract, and Guangxi Huangshi provides joint and several liability guarantee for equity repurchase, The guarantee period is three years from the effective date of the guarantee contract to the expiration of the performance period of the main contract. The company gave up the right of priority subscription of Bama company. After the capital increase, the registered capital of Bama company increased from 80 million yuan to 127.5526 million yuan, the proportion of equity held by the company decreased from 100% to 62.7192%, and the proportion of equity held by Guangxi industrial investment company was 37.2808%.
In accordance with the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and other relevant provisions, this guarantee has fulfilled the internal decision-making procedures of Guangxi Huangshi and does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
1. Company Name: Royal Group Co.Ltd(002329)
2. Date of establishment: May 31, 2001
3. Place of registration: No. 65, Fengda Road, high tech Zone, Nanning
4. Legal representative: Huang Jiadi
5. Registered capital: RMB 837640035
6. Business scope: licensed items: Condiment production; Food production; Dairy production; Beverage production; Purchase of raw and fresh milk; Food sales; Food Internet sales; Road transportation of raw and fresh milk; Road cargo transportation (excluding dangerous goods); Livestock breeding (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments) general items: Shenzhen Agricultural Products Group Co.Ltd(000061) production, sales, processing, transportation, storage and other related services; Livestock sales; Grass planting; Animal husbandry and fishery feed sales; Food sales (only pre packaged food); Wholesale of hardware products; Sales of metal products; Sales of non-metallic minerals and products; Sales of metal materials; Metal ore sales; Retail of hardware products; China trade agency; Engaging in investment activities with its own funds; Asset management services invested by self owned funds; Enterprise headquarters management; Corporate image planning; Marketing planning; Socio economic advisory services; Project planning and public relations services; Import and export of goods; Import and export agency; Technology import and export; Internet sales of food (only pre packaged food is sold) (except for items subject to approval according to law, business activities shall be carried out independently according to law with business license)
7. Financial data of the latest year and period:
Unit: (RMB) ten thousand yuan
Project September 30, 2021 December 31, 2020 (data Unaudited) (data audited)
Total assets 585827.73 605874.85
Total liabilities 354435.70 373507.64
Net assets 231392.03 232367.21
January September 2021 2020
(unaudited data)
Operating income 193304.72 249016.87
Total profit 4685.20 -9445.61
Net profit 4496.11 -11325.48
8. Guangxi Huangshi is a subsidiary of Huangshi Dairy Group Co., Ltd., a wholly-owned subsidiary of the company. The company indirectly holds 100% equity of Guangxi Huangshi.
9. The company is not a dishonest person.
3、 Main contents of guarantee contract
1. Guarantor: Guangxi Huangshi Dairy Co., Ltd
2. Creditor: Guangxi Industrial Investment Development Co., Ltd
3. Debtor / guaranteed: Royal Group Co.Ltd(002329)
4. Guarantee amount: RMB 50 million
5. Scope of guarantee: all creditor’s rights enjoyed by the creditor under the main contract, including main creditor’s rights (i.e. equity acquisition consideration), liquidated damages, damages All expenses paid by the creditor to realize the creditor’s rights and security rights (including but not limited to legal fees, property preservation fees, litigation property preservation liability insurance fees, accountants’ fees, evaluation fees, execution fees, notarization fees, lawyers’ fees, travel expenses, etc.), losses caused to the creditor due to the debtor’s breach of contract and all other payable expenses.
6. Guarantee period: three years from the effective date of the guarantee contract to the expiration of the performance period of the main contract. 7. Guarantee mode: joint and several liability guarantee.
4、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the total amount of guarantee of the company and its holding subsidiaries is 1934.66 million yuan. After this guarantee is provided, the balance of external guarantee of the company and its holding subsidiaries is 1506.31 million yuan, accounting for 73.99% of the company’s latest audited net assets; The company and its holding subsidiaries have not provided guarantees to entities outside the consolidated statements, overdue external guarantees, external guarantees involving litigation and losses due to the judgment of losing the guarantee.
5、 Documents for future reference
1. The guarantee contract signed by Guangxi Huangshi and Guangxi Industrial Investment Corporation.
2. Guangxi Huangshi shareholders’ decision.
It is hereby announced.
Royal Group Co.Ltd(002329) board of directors
February 8, 2002
