China Securities Co.Ltd(601066) about Top Resource Conservation & Environment Corp(300332)
Verification opinions on the expected guarantee amount in 2022
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “sponsor”) as a sponsor of Top Resource Conservation & Environment Corp(300332) (hereinafter referred to as ” Top Resource Conservation & Environment Corp(300332) ” or “company”) issuing convertible corporate bonds to unspecified objects, according to the Listing Rules of GEM stocks of Shenzhen Stock Exchange In accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant provisions, the estimated amount of external guarantee in Top Resource Conservation & Environment Corp(300332) 2022 was verified, and the following recommendation opinions were issued:
1、 Guarantee overview
In order to give full play to the market financing function of Top Resource Conservation & Environment Corp(300332) and subsidiaries within the scope of consolidated statements and improve financing efficiency, the company and subsidiaries intend to provide guarantee for subsidiaries within the scope of consolidated statements in 2022 to apply for financing business from financial institutions and financial enterprises, and the amount of guarantee is expected to be no more than 1.55 billion yuan. Guarantee methods include but are not limited to guarantee, pledge and mortgage; The guarantee period shall be subject to the actually signed guarantee agreement.
The guarantors mainly include Yuanping Natural Gas Co., Ltd. (hereinafter referred to as “Yuanping natural gas”), the holding subsidiary of the company, Baode Haitong gas supply Co., Ltd. (hereinafter referred to as “Baode Haitong”), the wholly-owned subsidiary Xingxian Huasheng Gas Co., Ltd. (hereinafter referred to as “Xingxian Huasheng”) Gaoping Huasheng Natural Gas Co., Ltd. (hereinafter referred to as “Gaoping Huasheng”), Shanxi Huasheng Xinneng Trading Co., Ltd. (hereinafter referred to as “Shanxi Huasheng Trading”), Shanxi Huasheng Gas Sales Co., Ltd. (hereinafter referred to as “Shanxi Huasheng”), Beijing sanuo Water Technology Co., Ltd. (hereinafter referred to as “sanuo water”) Beijing Sano Membrane Technology Co., Ltd. (hereinafter referred to as “Sano membrane”), Hebei Sano Membrane Technology Co., Ltd. (hereinafter referred to as “Hebei Sano membrane”). The details are shown in the table below:
Unit: 10000 yuan
Sequence guarantor name of the guaranteed person guarantor shareholding of the guaranteed person in the latest period as of the issuance of this verification opinion, the proportion of the guarantee amount in 2022, the proportion of the guarantee amount in the name of the listed company’s recent close number, the asset liability ratio, the degree of the daily guarantee balance, and the estimated proportion of net assets in the first period
1. The company and Yuanping Natural Gas Co., Ltd. 86.11% 63.24% 33000.00 40000.00 11.50% no subsidiary liability company
2. The company and Xingxian Huasheng Gas Co., Ltd. 100% 57.25% 33528.35 30000.00 8.63% no subsidiary liability company
3. The company and Baode County Haitong gas supply 72% 42.90% 1000.00 5000.00 1.44% no, the subsidiary should be a limited liability company
4 company and Gaoping Huasheng natural gas 100% 79.24% 0.00 5000.00 1.44% no subsidiary Co., Ltd
5 company and Shanxi Huasheng Xinneng trading 100% 79.59% 1500.00 20000.00 5.75% no subsidiary limited liability company
6. The company and Shanxi Huasheng gas sales 100% 95.85% 0.00 20000.00 5.75% no subsidiary Co., Ltd
7. The company and Beijing sanuo water technology 100% 61.74% 5109.60 15000.00 4.31% no subsidiary Co., Ltd
8. The company and Beijing Sano membrane technology have 100% 35.81% 2430.85 10000.00 2.88% no subsidiaries and limited companies
9. The company and Hebei sanuo membrane technology have 100% 44.17% 1950.00 10000.00 2.88% no subsidiaries limited
Total 78518.80 155000.00 44.58%
In accordance with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, this
The guarantee matters need to be submitted to the general meeting of shareholders of the company for deliberation and approval.
The guarantee amount and resolution are valid from the date of adoption of the resolution of the general meeting of shareholders deliberating the proposal to the date of adoption
Until the date when the resolution of the general meeting of shareholders to consider the guarantee amount in 2023 is adopted.
2、 Basic information of the guaranteed
(I) Yuanping Natural Gas Co., Ltd
1. Date of establishment: September 11, 2003
2. Address: East of north section of Kuayue Avenue, Yuanping economic and Technological Development Zone, Xinzhou City
3. Legal representative: Gao Xiaoping
4. Registered capital: 100 million yuan
5. Business scope: licensed items: gas business; Various engineering construction activities; Oil and natural gas pipelines
Road storage and transportation. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments
General items: manufacturing of non electric household appliances;
Mechanical equipment leasing; Non residential real estate leasing; Land use right lease; Engineering technical services (planning, management
Except survey, design and supervision); Enterprise management consulting; Car Rental; Computer software, hardware and auxiliary equipment
Retail; Research and development of mechanical equipment; Technical services, technical development, technical consultation, technical exchange, technology transfer
Technology promotion. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
6. Equity relationship:
Our company
100%
Yuanping Hengli Trading Co., Ltd. Beijing Huasheng Xinneng Investment Co., Ltd. Shanxi Dingsheng Xinneng Trading Co., Ltd. 86.11%
4.59% 9.30%
Yuanping Natural Gas Co., Ltd
7. Main financial indicators: (individual statements)
Unit: 10000 yuan
December 31, 2020 September 30, 2021
Total assets 77682.15 69725.97
Total liabilities 52188.16 44093.24
Bank loan amount 12008.07 8500.00
Total current liabilities 50981.17 43383.64
Total amount of contingencies involved
(including guarantee, mortgage, litigation and arbitration matters)
Net assets 25493.99 25632.73
Project 2020 January September 2021
Operating income 63400.71 41959.90
Total profit 3738.16 2964.58
Net profit 2827.89 2138.74
Note: the financial data in 2020 have been audited, and the financial data in the first three quarters of 2021 have not been audited, and there is a risk of adjustment after audit.
8. The guaranteed party Yuanping natural gas is not a dishonest executee.
(II) Xingxian Huasheng Gas Co., Ltd
1. Date of establishment: October 15, 2008
2. Address: Zhangjia Geguo Village (north of Liancheng Avenue), caijiaya Township, Xing County, Luliang City
3. Legal representative: Gao Xiuqing
4. Registered capital: 200 million yuan
5. Business scope: gas supply, retail of gas meters, stoves and accessories: supporting installation of gas pipelines; Production, storage and sales of liquefied gas and LNG; Operation of LNG and CNG filling stations. (those prohibited by laws and regulations shall not be operated, and they shall not be operated without approval)
6. Equity relationship: the company holds 100% equity of Xingxian Huasheng through Beijing Huasheng Xinneng Investment Co., Ltd., a wholly-owned subsidiary
7. Main financial indicators: (individual statements)
Unit: 10000 yuan
December 31, 2020 September 30, 2021
Total assets 118455.84 93611.86
Total liabilities 79865.73 53591.58
Bank loan 3500.00 8000.00
Total current liabilities 75411.79 53453.41
Total amount involved in contingencies
(including guarantee, mortgage and lawsuit)-
