Securities code: 002929 securities abbreviation: Runjian Co.Ltd(002929) Announcement No.: 2022-016 bond Code: 128140 bond abbreviation: runjian convertible bond
Announcement on providing guarantee for holding subsidiaries to obtain comprehensive bank credit. The company and all members of the board of directors guarantee the authenticity, accuracy and accuracy of information disclosure
Complete, without false records, misleading statements or major omissions.
Special tips:
The asset liability ratio of the guaranteed object Guangdong Boshen Consulting Co., Ltd. exceeds 70%. Investors are requested to pay full attention to the guarantee risk.
Runjian Co.Ltd(002929) (hereinafter referred to as " Runjian Co.Ltd(002929) " or "the company") deliberated and adopted the proposal on providing guarantee for comprehensive bank credit obtained by Boshen consulting and the proposal on providing guarantee for comprehensive bank credit obtained by xinguangyuan at the 24th Meeting of the 4th board of directors and the 19th meeting of the 4th board of supervisors held on February 14, 2022, It is agreed that the company will provide guarantees of no more than 5 million yuan and 30 million yuan respectively for the holding subsidiaries Guangdong Boshen Consulting Co., Ltd. (hereinafter referred to as "Boshen consulting") and Guangzhou xinguangyuan Power Design Co., Ltd. (hereinafter referred to as "xinguangyuan") to obtain comprehensive bank credit. The details are as follows:
1、 Overview of guarantee
At the 24th Meeting of the 4th board of directors of the company, the proposal on providing guarantee for comprehensive bank credit obtained by Boshen consulting and the proposal on providing guarantee for comprehensive bank credit obtained by xinguangyuan were reviewed and approved by 9 votes in favor, 0 votes against and 0 abstention, and the company was approved to be the holding subsidiary of Boshen consulting Xinguangyuan obtained the bank's comprehensive credit and provided guarantees with a line of no more than 5 million yuan and 30 million yuan respectively. The guarantee period for Boshen consulting is 3 years (from the date of deliberation and approval by the general meeting of shareholders), and the guarantee period for xinguangyuan is 3 years (from the date of deliberation and approval by the board of directors). The subsequent company will sign credit guarantee contracts with relevant financial institutions within the period of effective authorization according to the specific needs of Boshen consulting and xinguangyuan production and operation.
The independent directors expressed their independent opinions on the above matters, and the board of supervisors of the company also issued clear audit opinions on the proposal.
In accordance with the articles of association, the Listing Rules of Shenzhen Stock Exchange and relevant provisions, the credit guarantee for Boshen consulting needs to be submitted to the general meeting of shareholders of the company for deliberation after being deliberated and approved by the board of directors; The provision of credit guarantee for xinguangyuan is still within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. This guarantee does not involve related party transactions or major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies.
2、 Basic information of the guaranteed
1. Guangzhou xinguangyuan Power Design Co., Ltd
Company name: Guangzhou xinguangyuan Power Design Co., Ltd
Date of establishment: May 26, 2004
Registered address: No. 21, Meidong road, Yuexiu District, Guangzhou
Legal representative: Yan Yu
Registered capital: 23 million yuan
Business scope: technical service, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Power generation technology services; Engineering management services; business management; Energy conservation management services; Sales of power equipment; Sales of new energy prime mover equipment; Sales of electric accessories of new energy vehicles; Distributed AC charging pile sales; Motor vehicle charging sales; Sales of electrical equipment; Sales of electrical instruments and meters; Software sales; Sales of intelligent instruments; Sales of intelligent power transmission and distribution and control equipment; Instrument sales; Research and development of carbon emission reduction, carbon conversion, carbon capture and carbon storage technologies; Maintenance of electronic and mechanical equipment (excluding special equipment); Research and development of efficient and energy-saving technology in power industry; Power generation, transmission and power supply business; Installation, repair and test of power facilities; Intelligent building construction; Building intelligent system design; Construction engineering survey; Construction engineering design; Power supply business; Various engineering construction activities; Engineering cost consulting business; Labor dispatch services.
Ownership structure:
Serial number shareholder name contribution amount shareholding ratio
(10000 yuan)
1 Runjian Co.Ltd(002929) 1,610 70%
2 Feng Xiaozong 690 30%
Total 2300 100%
Relationship with the company: the company holds 70% of the shares of its subsidiaries.
Financial indicators of the guaranteed in the latest year (unit: yuan):
Assets December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 39722361.51 54936966.37
Total liabilities 8783533.32 22322239.03
Total bank loans 0
Total current liabilities 8783533.32 22322239.03
Net assets 30938828.19 32614727.34
Profit and loss January December 2020 January September 2021
(audited) (Unaudited)
Operating income 50938126.19 28919530.87
Total profit 2737123.69 1971646.06
Net profit 3138069.12 1675899.15
Credit status: Xin Guangyuan does not belong to the dishonest executee.
2. Guangdong Boshen Consulting Co., Ltd
Company name: Guangdong Boshen Consulting Co., Ltd
Date of establishment: November 23, 1998
Registered address: Room B, 30th floor, huitingxuan, metropolis, No. 358, Tianhe North Road, Tianhe District, Guangzhou, Guangdong
Legal representative: Zhou Yuntao
Registered capital: 5.01 million yuan
Business scope: power, communication and construction safety consulting services; Value added telecommunication services; Environmental protection consulting services; Power, communication and construction engineering management services; Power, communication and construction cost consulting business; Education consulting services (excluding education and training activities involving license approval); Safety assessment; System integration; Manufacturing of security smart card equipment and systems; Technical consulting services for safety production and environmental protection; Enterprise safety management information consulting service; Research, development and maintenance of safety artificial intelligence technology; Security agent; Safe production trusteeship; Enterprise management consulting, human resources consulting, market research and consulting services, investment consulting; Software development and software consulting; Technology development, promotion, transfer, consultation and services; Quality management system and environmental management system certification consultation; Consulting services for occupational safety and health management system; Consulting services for safety production risk management system; Project investment planning. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Ownership structure:
Serial number shareholder name contribution amount shareholding ratio
(10000 yuan)
1 Runjian Co.Ltd(002929) 255.51 51%
Section 2 Shanshan 120.24%
3 Zhou Yuntao 75.15%
4 Zhao Yukun 20.04 4%
5 Wu Lixin 15.03 3%
6 Hu Jinghua 15.03 3%
Total 501 100%
Relationship with the company: the company holds 51% of the shares of its subsidiaries.
Financial indicators of the guaranteed in the latest year (unit: yuan):
Assets December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 2329344.50 3011714.69
Total liabilities 1874921.25 2843139.78
Total bank loans 0.300000.00
Total current liabilities 1874921.25 2843139.78
Net assets 454423.25 168574.91
Profit and loss January December 2020 January September 2021
(audited) (Unaudited)
Operating income 4144905.61 2004942.81
Total profit 824089.28 -289833.92
Net profit 738444.83 -285848.34
Credit status: Boshen consulting is not a dishonest executee.
3、 Main contents of the guarantee agreement
After the company's credit guarantee for Boshen consulting is deliberated and approved by the general meeting of shareholders, Boshen consulting will sign a credit guarantee contract with specific financial institutions within the period of effective authorization according to the specific needs of production and operation; After the company's provision of credit guarantee for xinguangyuan is considered and approved by the board of directors, xinguangyuan shall sign a credit guarantee contract with specific financial institutions within the period of effective authorization according to the specific needs of production and operation.
4、 Opinions of the board of directors
1. Reasons for this guarantee
Runjian Co.Ltd(002929) is the manager of communication information network and energy network. Boshen consulting and xinguangyuan are important components of the company's energy network management and maintenance business. Their main businesses are power consulting and design, power application technology research, power Internet of things, power construction services and other services. With the rapid development of energy network management and maintenance business, Boshen consulting The capital demand of xinguangyuan has also increased significantly. In order to meet its business development needs, Boshen consulting and xinguangyuan
