Securities code: 002805 securities abbreviation: Shandong Fengyuan Chemical Co.Ltd(002805) Announcement No.: 2022-020 Shandong Fengyuan Chemical Co.Ltd(002805)
Progress announcement on providing guarantee for wholly-owned subsidiaries
The company and all directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
Risk tips:
The guarantor Shandong Fengyuan lithium energy technology Co., Ltd. (hereinafter referred to as “Fengyuan lithium energy”) is a wholly-owned subsidiary of the company. According to the latest audited financial report of Fengyuan lithium energy, as of December 31, 2020, the asset liability ratio of Fengyuan lithium energy exceeded 70%; According to the latest unaudited financial statements of Fengyuan lithium energy, as of September 30, 2021, the asset liability ratio of Fengyuan lithium energy was 51.79%. Please pay attention to investment risks.
1、 Overview of guarantee
On April 14, 2021 and May 11, 2021, Shandong Fengyuan Chemical Co.Ltd(002805) (hereinafter referred to as “the company”) held the sixth meeting of the Fifth Board of directors and the 2020 annual general meeting of shareholders, deliberated and adopted the proposal on the prediction of the guarantee line for the company’s wholly-owned subsidiary to apply to the bank for credit financing in 2021. See the announcement (Announcement No.: 2021-035) disclosed by the company in the designated information disclosure media securities times, China Securities Journal, Shanghai Securities News and cninfo.com for details.
2、 Guarantee progress
Recently, the company signed the maximum guarantee contract with Taierzhuang branch of Zaozhuang Bank Co., Ltd, The company provides joint and several guarantee liability with a maximum principal limit of RMB 100 million for all creditor’s rights enjoyed by the creditor to the debtor under the main contract of the basic line credit contract signed by Fengyuan lithium energy, a wholly-owned subsidiary, and Taierzhuang branch of Zaozhuang Bank Co., Ltd.
3、 Basic information of the guaranteed
1. Company name: Shandong Fengyuan lithium energy technology Co., Ltd
2. Date of establishment: November 10, 2016
3. Registration place: No. 521, Guanghui Road, Taierzhuang District, Zaozhuang City, Shandong Province
4. Legal representative: Zhao Guanghui
5. Registered capital: 510 million
6. Business scope: production and sales of lithium battery materials, lithium batteries and accessories (excluding hazardous chemicals and chemical products); Operate import and export business (excluding Publications).
7. Equity structure: the company holds 100% equity of Shandong Fengyuan lithium energy technology Co., Ltd
8. Relationship with listed companies: it is a wholly-owned subsidiary of listed companies
9. Main financial indicators:
Unit: RMB
Project December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 620984661.56 1065902032.79
Total liabilities 626308236.00 551981821.55
Including: total current liabilities 596234215.17 520062821.55
Total bank loans 40000000.00 48500000
Net assets -5323574.44 513920211.24
Project December 31, 2020 (audited) September 30, 2021 (Unaudited)
Operating income 136788196.34 375663599.59
Total profit -33577367.43 43861997.35
Net profit -24509011.79 34513925.51
10. Upon inquiry, Shandong Fengyuan lithium energy technology Co., Ltd. is not a dishonest executee.
4、 Main contents of guarantee agreement
1. Contract Name: maximum guarantee contract
2. Guarantor: Shandong Fengyuan Chemical Co.Ltd(002805)
3. Debtor: Shandong Fengyuan lithium energy technology Co., Ltd
4. Creditor: Zaozhuang Bank Co., Ltd. Taierzhuang sub branch
5. Maximum guarantee amount: 100 million yuan only
6. Scope of guarantee:
(1) The creditor’s rights guaranteed by this contract (“secured creditor’s rights”) are all creditor’s rights formed by the creditor’s granting various loans, financing or any form of credit (collectively referred to as “financing”) to the debtor according to the main contract, including but not limited to financing principal, interest (including penalty interest), liquidated damages, damages, expenses for the creditor to realize the creditor’s rights, etc.
(2) During the validity period of the guarantee line, the trade financing, acceptance, Bill repurchase, guarantee and other financing businesses handled by the creditor for the debtor, and the creditor’s creditor’s rights against the debtor due to the debtor’s refusal to pay and the creditor’s advance after the validity period of the guarantee line also constitute a part of the guaranteed creditor’s rights.
(3) The principal, interest, other expenses, performance period, purpose, rights and obligations of the parties and any other relevant matters of each creditor’s right enjoyed by the creditor due to the debtor’s use of various financing under the main contract shall be subject to the relevant agreements, contracts, applications, notices The issuance and signing of various certificates and other relevant legal documents do not need to be confirmed by the guarantor.
(4) For the avoidance of doubt, all costs and expenses (including but not limited to attorney’s fees, litigation or arbitration fees, etc.) incurred by the creditor in connection with or in connection with the preparation, improvement, performance or enforcement of this contract or the exercise of its rights under this Contract constitute a part of the secured creditor’s rights.
7. Guarantee method:
(1) The guarantor shall bear joint and several guarantee liabilities under this contract. If the debtor fails to perform the due and payable debts (including but not limited to the debts required to be recovered in advance by the creditor due to the default of the debtor or the guarantor) for any reason, the guarantor shall perform the repayment liability on behalf of the debtor in accordance with the contract.
(2) If there are multiple guarantors under this contract, all guarantors shall be jointly and severally liable to the creditor.
(3) If the debtor fails to repay and pay interest on schedule as agreed in the main contract at the expiration of the performance period of the main debt, the guarantor shall bear joint and several liability for repayment in accordance with the contract.
(4) During the performance period of the main debt, if the creditor declares that the performance period of the debt expires ahead of schedule in accordance with the main contract, the guarantor shall be jointly and severally liable for paying off the debts due ahead of schedule and other debts within the scope of guarantee.
8. Warranty period:
(1) The guarantee period is calculated separately according to each financing provided by the creditor to the debtor under the main contract. For each financing, the guarantee period is three years from the date of expiration of the debt performance period under the financing.
(2) If the financing specified in a single main contract expires in batches, the guarantee period of each batch of debt is three years from the date of expiration of the performance period of each batch of financing.
(3) If the principal creditor’s right is repaid by instalments, the guarantee period of each creditor’s right shall also be calculated by instalments, and the guarantee period shall be three years from the date of maturity of each creditor’s right.
(4) If the creditor and the debtor reach an extension agreement on any financing under the main contract, the extension does not need the consent of the guarantor, and the guarantor still bears the guarantee liability for each financing under the main contract according to the contract. For each extended financing, the guarantee period is three years from the expiration of the debt performance period re agreed in the extension agreement.
(5) If the creditor declares that the debt is due in advance according to laws and regulations or the agreement of the main contract, the guarantee period is three years from the date of expiration of the debt performance period notified by the creditor to the debtor.
(6) The guarantee period under bank acceptance, letter of credit and letter of guarantee shall be three years from the date of advance payment by the creditor. If the advance is made in installments, the guarantee period shall be calculated separately from the date of each advance.
(7) The guarantee period for the discount of commercial bills is three years from the due date of the discounted bills.
5、 Accumulated external guarantee and overdue guarantee
As of the disclosure date of this announcement, the total balance of external guarantees of the company and its holding subsidiaries is 22 million yuan (including the above guarantees), which are all guarantees of the company to wholly-owned subsidiaries, accounting for 40.21% of the company’s latest audited net assets; The company does not provide guarantee to the units outside the consolidated statements; The company has no guarantee corresponding to overdue debts, guarantees involving litigation and guarantees that should be borne due to the judgment of losing the lawsuit.
6、 Documents for future reference
1. Shandong Fengyuan Chemical Co.Ltd(002805) maximum guarantee contract.
It is hereby announced.
Shandong Fengyuan Chemical Co.Ltd(002805) board of directors
February 16, 2022
