Citic Securities Company Limited(600030) about
Eternal Asia Supply Chain Management Ltd(002183)
Verification opinions on providing guarantee for joint-stock companies
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " and "sponsor") is the sponsor of Eternal Asia Supply Chain Management Ltd(002183) (hereinafter referred to as " Eternal Asia Supply Chain Management Ltd(002183) " and "company") non-public offering of A-Shares (hereinafter referred to as "non-public offering"), In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, and the regulatory guidelines for listed companies No. 8 - regulatory requirements for capital exchanges and external guarantees of listed companies, Checked the guarantee provided by Eternal Asia Supply Chain Management Ltd(002183) for the participating subsidiaries and issued the following verification opinions:
1、 Overview of guarantee
Due to the needs of business development, the shareholders of the company's joint-stock company Baoding Jiaotou Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd. (hereinafter referred to as "Baoding Jiaotou Eternal Asia Supply Chain Management Ltd(002183) ") reached an agreement on the application of Baoding Jiaotou Eternal Asia Supply Chain Management Ltd(002183) to Bank Of China Limited(601988) Baoding Branch for comprehensive credit with a total amount of no more than 50 million yuan. As a shareholder of Baoding Jiaotou Eternal Asia Supply Chain Management Ltd(002183) , the company undertakes the guarantee liability according to the proportion of equity held by the company in Baoding Jiaotou Eternal Asia Supply Chain Management Ltd(002183) , and the company provides 49% of the guarantee (i.e. the maximum guarantee amount does not exceed RMB 24.5 million), Other shareholders of Baoding Jiaotou Eternal Asia Supply Chain Management Ltd(002183) provide guarantee for the above credit according to their shareholding ratio (i.e. the maximum guarantee amount of Baoding Transportation Construction Investment Group Co., Ltd. shall not exceed 25.5 million yuan), and the guarantee period shall not exceed four years. Baoding Jiaotou Eternal Asia Supply Chain Management Ltd(002183) will provide corresponding counter guarantee for the company, which shall be subject to the contract.
Due to the needs of business development, the shareholders of the company's joint-stock company Dongguan port Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd. (hereinafter referred to as "Dongguan port Eternal Asia Supply Chain Management Ltd(002183) ") reached an agreement on the application of Dongguan port Eternal Asia Supply Chain Management Ltd(002183) to Zhuhai China Resources Bank Co., Ltd. Dongguan branch for comprehensive credit of no more than 8 million yuan, with a credit term of one year. As a shareholder of Dongguan port Eternal Asia Supply Chain Management Ltd(002183) , the company undertakes the guarantee liability according to the proportion of equity held by the company in Dongguan port Eternal Asia Supply Chain Management Ltd(002183) , and the company provides 49% guarantee (i.e. the maximum guaranteed principal amount does not exceed RMB 3.92 million), Other shareholders of Dongguan port Eternal Asia Supply Chain Management Ltd(002183) provide guarantee for the above credit facilities according to their shareholding ratio (that is, the maximum guarantee amount of Dongguan harbour area Express Group Co., Ltd. shall not exceed 4.08 million yuan), and the guarantee period shall not exceed three years. Dongguan port Eternal Asia Supply Chain Management Ltd(002183) will provide corresponding counter guarantee for the company, which shall be subject to the contract.
2、 Estimated guarantee amount
Unit: 10000 yuan
Whether the guaranteed amount of the guaranteed party accounts for the listed guarantor or not the guaranteed party the guarantor of the guaranteed party holds the latest economic couplet of the newly added company in the latest period
Share proportion asset liability guarantee limit audit net asset proportion guarantee rate
Eternal Asia Supply Chain Management Ltd(002183) Baoding trading Eternal Asia Supply Chain Management Ltd(002183) 49% 77.40% 2450 0.30% no
Eternal Asia Supply Chain Management Ltd(002183) Dongguan port Eternal Asia Supply Chain Management Ltd(002183) 49% 65.40% 392 0.05% no
3、 Basic information of the guaranteed
(I) Baoding trading Eternal Asia Supply Chain Management Ltd(002183)
1. Basic information
Company name: Baoding Jiaotou Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd
Date of establishment: December 24, 2020
Company type: limited liability company (state-owned holding)
Registered address: Room 202, Shenzhen Park Exhibition Center, No. 299, East Third Ring Road, Lianchi District, Baoding City, Hebei Province
Legal representative: Feng Jianrui
Registered capital: 30 million yuan
Business scope: supply chain management services; Trade consulting and enterprise management consulting; Development of computer software and hardware technology; Import and export services of goods and technologies (excluding goods and technologies restricted or prohibited by the state); China cargo transportation agency; General cargo warehousing services (excluding hazardous chemicals); Wine, food, dairy products (including infant formula milk powder), traditional Chinese medicine, western medicine, edible Shenzhen Agricultural Products Group Co.Ltd(000061) , pet food supplies, food additives, feed additives, household appliances and spare parts, electronic products, communication terminal equipment, knitwear and textiles, shoes and hats, luggage, leather goods, jewelry, daily necessities, office supplies, cosmetics, sanitary supplies, automobile, automobile and motorcycle accessories Furniture, household goods, arts and crafts, computer software, hardware and auxiliary equipment, paper and paper products, pulp, wood pulp, plastic products, rubber products, hardware and electricity, chemical products (excluding hazardous chemicals), fire-fighting equipment, non-metallic products, building materials, steel, temperature protection materials, anti-corrosion materials, doors and windows, electrical equipment, mechanical equipment, flowers and plants, seedlings Sales of class I medical devices, class II medical devices and online sales; Urban gas sales. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
2. Shareholder structure
Shareholder name registered capital (10000 yuan) shareholding ratio
Baoding Transportation Construction Investment Group Co., Ltd
Division 1530 51%
Shenzhen Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd
Company 1470 49%
3. Financial data of the latest year
Unit: 10000 yuan
Project year 2021 / December 31, 2021 (Unaudited year 2020 / December 31, 2020)
Total assets 14702.21-
Total liabilities 11380.00-
Net assets 3322.21-
Operating income 24244.08-
Net profit 322.21-
Note: Baoding trading Eternal Asia Supply Chain Management Ltd(002183) was established at the end of 2020, and there is no financial data of 2020.
Dongguan port (II)}
1. Basic information
Company name: Dongguan port Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd
Date of establishment: January 15, 2021
Company type: other limited liability companies
Registered address: room 105, No. 1, Wuxiang, Huangqi new village, Dongcheng Street, Dongguan City, Guangdong Province
Legal representative: Lian Zekai
Registered capital: 30 million yuan
Business scope: general items: supply chain management services; Enterprise management consulting; Wholesale of cosmetics; Wholesale of auto parts; Edible Shenzhen Agricultural Products Group Co.Ltd(000061) wholesale; Sales of metal materials; Mechanical equipment leasing; Leasing of computer and communication equipment; Internet sales (except sales of goods requiring license); Entertainment supplies and indoor entertainment equipment sales; Sales of food additives; Fertilizer sales; Food sales (only pre packaged food); Sales of infant formula milk powder and other infant formula foods; Sales of formula food for special medical purposes; Sales of health food (prepackaged); Information consulting services (excluding licensed information consulting services); Filing service; International cargo transportation agency by sea; Land international cargo transportation agency; International air cargo transportation agency; Customs declaration business; Inspection application business; Advertising production; Advertising design and agency; Advertising; Wholesale of computer software, hardware and auxiliary equipment; Retail of computer software, hardware and auxiliary equipment; Sales of building materials; Sales of engineering plastics and synthetic resin; Sales of plastic products; Sales of semiconductor lighting devices; Sales of power electronic components; Wholesale of electronic components; Sales of communication equipment; Pulp sales; Sales of paper products; Sales of knitwear, textiles and raw materials; Sales of labor protection articles; Sales of leather products; Leather sales; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Sales of rubber products; Sales of class I medical devices. (except for the items that must be approved according to law, the business activities shall be carried out independently according to law with the business license) licensed items: food sales; Liquor business. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
2. Shareholder structure
Shareholder name registered capital (10000 yuan) shareholding ratio
Dongguan Gangwan District Express Group Co., Ltd. 1530 51%
Shenzhen Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd
Company 1470 49%
3. Financial data of the latest year
Unit: 10000 yuan
Project year 2021 / December 31, 2021 (Unaudited year 2020 / December 31, 2020)
Total assets 6937.75-
Total liabilities 4539.11-
Net assets 2398.64-
Operating income 31938.68-
Net profit 133.63-
Note: since Dongguan port Eternal Asia Supply Chain Management Ltd(002183) was established at the beginning of 2021, there is no financial data for 2020.
4、 Main contents of the guarantee agreement
At present, the company and the above participating companies have not signed relevant guarantee agreements, and the total amount of the above planned guarantee is only the guarantee amount to be provided by the company. The above guarantee needs to be reviewed and approved by the bank or relevant authorities. The signing time shall be subject to the actually signed contract. The specific guarantee amount, guarantee period and other terms will be within the above scope and determined by the actual needs of the working capital of the company and its subsidiaries.
The above-mentioned guaranteed will provide corresponding counter guarantee for the company.
5、 Accumulated external guarantees and overdue guarantees
As of the announcement date, the guarantee amount (non actual guarantee amount) between the company and its holding subsidiaries was 3355.201 million yuan (or equivalent foreign currency), the actual guarantee amount was 13081.4516 million yuan, and the guarantee amount signed in the contract was 21102.7149 million yuan (or equivalent foreign currency), It is the guarantee between the company and its holding subsidiaries within the scope of the consolidated statements. The guarantee amount signed in the above contract accounts for 353.28% of the net assets of 5973.4494 million yuan belonging to the parent company in the latest audited consolidated statements, of which the amount of overdue guarantee is 0 yuan.
As of the announcement date, the amount of guarantee provided by the company and its holding subsidiaries for the company beyond the scope of the company's consolidated statements (non actual guarantee amount) is RMB 1692.8595 million, the actual guarantee amount is RMB 461.4311 million, and the guarantee amount signed in the contract is RMB 933.475 million, which is equal to the above
