Securities code: 300459 securities abbreviation: Zhejiang Jinke Tom Culture Industry Co.Ltd(300459) Announcement No.: 2022-008
Zhejiang Jinke Tom Culture Industry Co.Ltd(300459)
About Zhejiang Shidai Jintai Environmental Protection Technology Co., Ltd. and its wholly-owned subsidiaries
Announcement on renewal of mutual insurance relationship
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.
Special tips:
The external guarantee provided by Zhejiang Jinke Tom Culture Industry Co.Ltd(300459) (hereinafter referred to as "the company") and its holding subsidiaries includes the guarantee amount of US $410 million provided by United luck Group Holdings Limited, a wholly-owned subsidiary with an asset liability ratio of more than 70%; As of the disclosure date of this announcement, the balance of this guarantee has been reduced to US $160.1 million. Please pay attention to the relevant risks.
1、 Overview of guarantee
The company held the 15th meeting of the 4th board of directors on February 14, 2022. The meeting deliberated and adopted the proposal on continuing the mutual insurance relationship with Zhejiang times Jintai Environmental Protection Technology Co., Ltd. and its wholly-owned subsidiary. The voting results of the meeting were 5 votes in favor, 0 votes against and 0 abstentions, The independent directors of the company have expressed their independent opinions on this guarantee. Zhejiang Shidai Jintai Environmental Protection Technology Co., Ltd. (hereinafter referred to as "Shidai Jintai") and its wholly-owned subsidiary (hereinafter referred to as "Shidai Jintai party") intend to continue the mutual insurance relationship with the company and its holding subsidiaries and provide guarantees for each other's external financing.
The company and times Jintai have maintained a mutual insurance relationship for many years and maintained a good corporate relationship. During the actual external financing business, both parties have faithfully performed their guarantee obligations without any breach of contract or violation of laws and regulations; At the same time, based on the capital demand of the two companies for their own business development in the future and the principle of "fairness, mutual benefit and reciprocity", the two parties intend to reach a mutual insurance agreement. The specific guarantee arrangements are as follows: in order to meet the company's external financing needs, Shidai Jintai intends to continue to provide the company and its holding subsidiaries with a total guarantee amount of no more than RMB 1 billion free of charge. Based on the principle of "fairness, mutual benefit and reciprocity", the company and its holding subsidiaries intend to continue to provide free services to times Jintai and its wholly-owned subsidiary Zhejiang Feida ring
Within the total guarantee amount of 750 million yuan provided by the company and its holding subsidiaries to Shidai Jintai, the guarantee parties can use the guarantee amount in several times according to the actual financing needs and sign a formal guarantee agreement in several times. The validity period of the total amount of the above guarantee shall not exceed one year from the date of deliberation and approval by the general meeting of shareholders of the company. At the same time, the board of directors requests the general meeting of shareholders to authorize the chairman of the company to sign a formal guarantee agreement. The authorization period is from the date when the total guarantee amount is considered and approved by the general meeting of shareholders to the date when the total guarantee amount above expires.
The guarantee matters need to be submitted to the general meeting of shareholders of the company for deliberation; There is no affiliated relationship between Shidai Jintai party and the company, and this guarantee does not constitute a connected transaction.
2、 Basic information of the guaranteed party
(I) basic information of Jintai times
Company name: Zhejiang Shidai Jintai Environmental Protection Technology Co., Ltd
Date of establishment: August 14, 2012
Registered address: No. 17, Kangyang Avenue, Hangzhou Bay Economic and Technological Development Zone, Shangyu District, Shaoxing City, Zhejiang Province
Legal representative: Fan Hanzhong
Registered capital: 500 million yuan
Main business: R & D, manufacturing, sales and installation of environmental protection equipment, swimming pool equipment, drainage equipment and ventilation equipment; Sales and installation services of environmental treatment and purification equipment, air filtration products and filtration equipment; Environmental protection product development and other businesses.
There is no affiliated relationship or other business relationship between Shidai Jintai and the company.
(II) basic information of Feida environmental protection
Company name: Zhejiang Feida environmental protection materials Co., Ltd
Date of establishment: April 19, 2000
Registered address: Hangzhou Bay Shangyu economic and Technological Development Zone, Shangyu District, Shaoxing City, Zhejiang Province
Legal representative: Fan Hanzhong
Registered capital: 40 million yuan
Main business: technology development, technology transfer, technical consultation and technical services of environmental protection materials; Manufacturing, processing and sales of plumbing pipes, copper waterway fittings, refrigeration fittings and metal products; Manufacturing, processing and sales of copper and copper alloy pipes; Non ferrous metal sales; Import and export business (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Feida environmental protection has no relationship or other business contact with the company.
(IV) property right and control relationship diagram of times Jintai and Feida environmental protection
The actual controller of times Jintai and Feida environmental protection is Mr. Fan Hanzhong.
(V) main financial situation of times Jintai and Feida environmental protection
As of December 31, 2021, the total assets of Shidai Jintai are 2218567100 yuan, the total liabilities are 957076200 yuan (including 92.134 million yuan of bank loans and 957076200 yuan of current liabilities), and the owner's equity is 126.14909 million yuan; In 2021, the operating revenue of times Jintai was 4107415500 yuan, the total profit was 129.2046 million yuan, and the net profit was 102.3612 million yuan. As of December 31, 2021, the total assets of Feida environmental protection were 824191700 yuan, the total liabilities were 469411200 yuan (including 106.55 million yuan of bank loans and 469411200 yuan of current liabilities), and the owner's equity was 354780500 yuan; In 2021, the operating revenue of Feida environmental protection was 2740762700 yuan, the total profit was 50139800 yuan, and the net profit was 37.0193 million yuan.
The above financial data are the unaudited consolidated financial statements of these companies.
(VI) other matters
Neither Shidai Jintai nor Feida environmental protection is the executee of dishonesty, and there are no litigation, arbitration and other major matters.
3、 Main contents of the guarantee agreement
Guarantee methods: including but not limited to credit guarantee, equity pledge, asset mortgage and other methods;
Guarantee period: the guarantee period used by both parties in batches shall not exceed one year from the date of signing the guarantee agreement;
Total amount of guarantee: the total maximum amount shall not exceed 750 million yuan.
Within the total guarantee amount of 750 million yuan provided by the company and its holding subsidiaries to Shidai Jintai, the guarantee parties can use the guarantee amount in several times according to the actual financing needs and sign a formal guarantee agreement in several times. The validity period of the total amount of the above guarantee shall not exceed one year from the date of deliberation and approval by the general meeting of shareholders of the company. At the same time, the board of directors requests the general meeting of shareholders to authorize the chairman of the company to sign a formal guarantee agreement. The authorization period is from the date when the total guarantee amount is considered and approved by the general meeting of shareholders to the date when the total guarantee amount above expires.
4、 The reason why it is proposed to continue the mutual guarantee relationship with times Jintai and provide mutual guarantee
In view of the good financial and credit conditions of the company and its holding subsidiaries, the mutual insurance relationship between the company and time Jintai has been continued for many years and has maintained a good enterprise relationship. In the previous actual external financing business, both parties have faithfully performed their guarantee obligations without any breach of contract or violation of laws and regulations; At the same time, based on the capital needs of the two companies for their own business development in the future and the principle of "fairness, mutual benefit and reciprocity", the two sides intend to continue the mutual insurance relationship and provide guarantees to each other. This guarantee is conducive to the normal development of the company's external financing business and meet the capital needs of the company's daily production and operation, so as to promote the healthy and stable development of the company.
5、 It is planned to continue to provide the impact of mutual insurance on the company and risk control measures
1. Impact of this mutual insurance on the company
The company has carefully checked and comprehensively evaluated the assets, operation status, credit status, solvency and industry prospect of the guaranteed party, and believes that the assets of the guaranteed party Shidai Jintai and Feida environmental protection have stable scale, strong liquidity and good credit, and are fully capable of repaying the debts due in the future. This guarantee will not bring significant financial risks to the company, damage the interests of the company, or affect the independence of the company. During the period of mutual guarantee between the company and time Jintai, the company will regularly obtain and review the financial reports of the guaranteed party, and assign internal auditors to evaluate and supervise the financial and capital status of the guaranteed party; The company also requires the guaranteed party to timely notify the company in writing of any matter that may bring major potential safety hazards to the company's guarantee, and take measures to avoid the occurrence or expansion of losses, so as to ensure the safety of the funds and interests of the company and its holding subsidiaries.
2. Counter guarantee
For the smooth development of the mutual guarantee matters provided by the above company and times Jintai, the actual controller of times Jintai provided counter guarantee for the above mutual guarantee matters and signed corresponding counter guarantee documents.
6、 Opinions of the board of directors and independent directors
(I) opinions of the board of directors
After considering the above guarantee matters, the board of directors of the company believes that the financial and credit status of the company and its holding subsidiaries, Shidai Jintai and Feida environmental protection, the objects of this external guarantee, are in good condition. The company and Shidai Jintai have maintained a mutual guarantee relationship for many years and maintained a good enterprise relationship. Both parties have faithfully performed their guarantee obligations in the actual external financing business, There is no breach of contract or violation of laws and regulations; At the same time, based on the capital needs of the two companies for their own business development in the future and the principle of "fairness, mutual benefit and reciprocity", the two sides intend to continue the mutual insurance relationship and provide guarantees to each other. This guarantee is conducive to the normal development of the company's external financing business and meet the capital needs of the company's daily production and operation, so as to promote the healthy and stable development of the company. (II) independent opinions of independent directors
1. In order to increase the company's credit and facilitate the company's external financing, based on the principles of mutual support, common development of both parties and "fairness, mutual benefit and reciprocity", the company and its holding subsidiaries intend to continue the mutual insurance relationship with Shidai Jintai and provide mutual guarantees to meet their respective financing needs, which is conducive to the healthy and stable development of the company. This guarantee is in line with the overall interests of the company and shareholders, will not affect the independence of the company, and will not damage the interests of the company and all shareholders.
2. The assets and credit status of the secured party are in good condition and fully capable of repaying the debts due in the future. The risk of the company providing guarantee for the guaranteed party is controllable.
3. The company's deliberation procedures on the proposal comply with the company law, securities law and other relevant laws and regulations as well as the provisions of the articles of association. This guarantee does not damage the interests of the company and all shareholders.
4. The company should pay attention to strictly control the legal documents and procedures of handling guarantee within the guarantee limit and take risk prevention measures.
To sum up, we agree to the guarantee of the company; It is agreed that the board of directors of the company shall submit the matter to the general meeting of shareholders for deliberation.
7、 The company's accumulated external guarantee quantity and overdue guarantee quantity
After providing the guarantee this time, the total amount of the guarantee amount of the company and its holding subsidiaries (including the guarantee amount in the system of listed companies) is 3360224000 yuan (including 410 million US dollars and 75 million yuan), reaching 100% of the company's latest audited net assets, and the total balance of the guarantee provided is 1729.1606 million yuan (including 160.1 million US dollars and 709.9 million yuan), The proportion of the total guarantee balance in the latest audited net assets of the company is 62.95%; The total balance of guarantees provided by the company and its holding subsidiaries to units outside the consolidated statements was 709.9 million yuan, accounting for 25.84% of the company's latest audited net assets. The company and its holding subsidiaries have no overdue guarantee or litigation guarantee. (the base date of exchange rate conversion involved in the above financial data is February 14, 2022, with us $1 to RMB 6.3664)
8、 Documents for future reference
1. Resolutions of the 15th meeting of the 4th board of directors;
2. Independent opinions of independent directors on matters related to the 15th meeting of the Fourth Board of directors of the company. It is hereby announced.
Zhejiang Jinke Tom Culture Industry Co.Ltd(300459) board of directors
February 14, 2022
