Securities code: 002310 securities abbreviation: Beijing Orient Landscape & Environment Co.Ltd(002310) Announcement No.: 2022-009 Beijing Orient Landscape & Environment Co.Ltd(002310)
Announcement on providing guarantee for wholly-owned subsidiaries
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
Beijing Orient Landscape & Environment Co.Ltd(002310) (hereinafter referred to as “the company” or ” Beijing Orient Landscape & Environment Co.Ltd(002310) “) held the 15th meeting of the seventh board of directors and the 2020 annual general meeting of shareholders on April 28, 2021 and May 20, 2021 respectively, deliberated and adopted the proposal on the external guarantee amount in 2021, and agreed that the company would start from the date when the proposal was approved by the 2020 annual general meeting of shareholders to the end of the 2021 annual general meeting of shareholders, In order to meet the development needs of each holding subsidiary, the guarantee amount of RMB 7.7 billion is allocated to holding subsidiaries at all levels with guarantee needs.
See China Securities News, securities times, Securities Daily, Shanghai Securities News and http://www.cn.info.com.cn. For details of the above guarantee matters Announcement on the amount of external guarantee in 2021 (Announcement No.: 2021-020).
2、 Guarantee progress
Due to the needs of production and operation, the wholly-owned subsidiaries of the company Beijing Orient Landscape & Environment Co.Ltd(002310) Ecological Engineering Co., Ltd. (hereinafter referred to as “Oriental ecology”) (formerly known as Zhongbang Construction Engineering Co., Ltd.) and Hubei Shunda Construction Group Co., Ltd. (hereinafter referred to as “Hubei Shunda”) recently signed the working capital loan contract with Industrial Bank Co.Ltd(601166) Beijing Wangjing Nanhu sub branch respectively, Dongfang ecology applied for a loan of 180 million yuan from the bank and Hubei Shunda applied for a loan of 180 million yuan from the bank. The company provided joint and several liability guarantee for the above loans and signed the guarantee contract respectively.
After the deliberation and approval of the 2020 annual general meeting of shareholders, the guarantee amount that the company can provide to Dongfang ecology is 500 million yuan, and the guarantee amount that the company can provide to Hubei Shunda construction is 60 million yuan. Before this guarantee, the available guarantee amount of Oriental ecology was 492 million yuan and that of Hubei Shunda was 600 million yuan. After this guarantee, the available guarantee amount of Oriental ecology was 312 million yuan and that of Hubei Shunda was 420 million yuan.
This guarantee is within the guarantee amount deliberated and approved by the 15th meeting of the seventh board of directors and the 2020 annual general meeting of shareholders of the company, and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
3、 Basic information of the guaranteed
(I) Beijing Orient Landscape & Environment Co.Ltd(002310) Ecological Engineering Co., Ltd
1. Company name: Beijing Orient Landscape & Environment Co.Ltd(002310) Ecological Engineering Co., Ltd
2. Date of establishment: June 4, 1996
3. Registered address: Xihuang village, Sandian street, Xinzhou District, Wuhan
4. Legal representative: Zhang Chao
5. Registered capital: 160 million yuan
6. Business scope: Municipal Engineering, housing construction engineering, building decoration engineering, landscaping engineering, electromechanical equipment installation engineering, earthwork engineering, environmental protection engineering, communication engineering, steel structure engineering, water conservancy and hydropower engineering construction, construction machinery and equipment leasing, investment in science and technology industry, Engineering design activities (involving licensed business projects, which can be operated only after obtaining the permission of relevant departments).
7. Ownership structure: the company holds 100% of the equity of Oriental ecology and is a wholly-owned subsidiary of the company.
8. Financial situation:
As of December 31, 2020, the total assets of Oriental ecology were 1283.9534 million yuan, the total liabilities were 975.1196 million yuan, the net assets were 308.8338 million yuan, and the total amount of contingencies was 02020. The annual operating income was 626.7946 million yuan, the total profit was 130.4793 million yuan, and the net profit was 117.9434 million yuan. As of September 30, 2021, the total assets of Oriental ecology were 1435241200 yuan, the total liabilities were 1142753800 yuan, the net assets were 292487400 yuan, and the total amount of contingencies was 02021. From January to September, the operating income was 231673900 yuan, the total profit was -33367100 yuan, and the net profit was -16846400 yuan. (Note: among the above financial data, the data on December 31, 2020 has been audited, and the data on September 30, 2021 has not been audited)
9. After verification, Oriental ecology does not belong to the “dishonest executee”.
(II) Hubei Shunda Construction Group Co., Ltd
1. Company name: Hubei Shunda Construction Group Co., Ltd
2. Date of establishment: April 4, 2000
3. Registered address: No. 101-105, 10th floor, Shuaifu Shangtong building, No. 236, Zhongbei Road, Wuchang District, Wuhan
4. Legal representative: Sun Qing
5. Registered capital: 70 million yuan
6. Business scope: Construction of construction engineering, decoration engineering, municipal engineering and landscaping engineering; Installation of mechanical and electrical equipment and steel structures (if there are special provisions of the state, it can be operated only after approval or with a license). 7. Equity structure: the company holds 100% equity of Hubei Shunda, which is a wholly-owned subsidiary of the company.
8. Financial situation:
As of December 31, 2020, Hubei Shunda had total assets of 1666.1370 million yuan, total liabilities of 1471.1068 million yuan, net assets of 195.0301 million yuan, total contingencies of 20, and annual operating income of 408.3407 million yuan, total profit of 108.1011 million yuan and net profit of 81.0758 million yuan. As of September 30, 2021, Hubei Shunda had total assets of 198533.31 yuan, total liabilities of 1719372000 yuan, net assets of 265961000 yuan, and total contingencies. From January to September, 2021, the operating income was 411249400 yuan, the total profit was 920607 yuan, and the net profit was 70.9306 million yuan. (Note: among the above financial data, the data on December 31, 2020 has been audited, and the data on September 30, 2021 has not been audited)
9. After verification, Hubei Shunda does not belong to the “dishonest executee”.
4、 Main contents of guarantee contract
1. Guarantee method: joint and several liability guarantee
2. Guarantee amount: (1) provide no more than 180 million yuan guarantee for Oriental ecology; (2) Provide a guarantee of no more than 180 million yuan for Hubei Shunda.
3. Guarantee period: three years from the date of expiration of the main debt performance period
4. Counter guarantee measures: the guarantee is provided for the wholly-owned subsidiary this time, and there is no counter guarantee.
5、 Opinions of the board of directors
Dongfang ecology and Hubei Shunda are wholly-owned subsidiaries of the company, with good operating conditions, stable financial conditions and the ability to repay debts. The company has control over them, can fully grasp the operation and management of the wholly-owned subsidiaries, and the guarantee risk is within the company’s control. This guarantee is to meet the daily operation needs of the wholly-owned subsidiary, facilitate the smooth operation of business, comply with the overall development strategy of the company, will not have an adverse impact on the production and operation of the company and its subsidiaries, will not damage the interests of shareholders of the listed company, especially small and medium-sized shareholders, and comply with relevant laws, regulations and the articles of association.
6、 Accumulated external guarantees and overdue guarantees
As of the date of this announcement, the external guarantee balance of the company and its holding subsidiaries was 3581.2313 million yuan, accounting for 30.03% of the audited net assets of the company at the end of 2020. Among them, the total amount of guarantee provided by the company for holding subsidiaries and holding subsidiaries is 2490976300 yuan, and the amount of external guarantee is 1090255000 yuan, accounting for 20.89% and 9.14% of the audited net assets of the company at the end of 2020 respectively. The amount of guarantee corresponding to the overdue debts of the company and its holding subsidiaries and litigation in trial is 96.9733 million yuan. The company and its holding subsidiaries shall not bear losses due to the judgment of losing the guarantee.
7、 Documents for future reference
1. Guarantee contract (Oriental Ecology);
2. Guarantee contract (Hubei Shunda).
It is hereby announced.
Beijing Orient Landscape & Environment Co.Ltd(002310) board of directors February 10, 2022
