Securities code: 300191 securities abbreviation: Sino Geophysical Co.Ltd(300191) Announcement No.: 2022-006 Sino Geophysical Co.Ltd(300191)
Announcement on providing performance guarantee to overseas wholly-owned companies
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 external guarantee
On February 15, 2022, Sino Geophysical Co.Ltd(300191) (hereinafter referred to as ” Sino Geophysical Co.Ltd(300191) ” or “the company”), the overseas wholly-owned company smart Oil Investment Co., Ltd. (English Name: smart oil investment Ltd., hereinafter referred to as “smart oil”) and China National Offshore Oil Corporation Limited (hereinafter referred to as “CNOOC”) officially signed the oil contract in South China Sea 22 / 05 contract area (hereinafter referred to as “the contract”) “Oil contract”), smart oil becomes the operator of exploration, development and production in the contract area. According to the provisions of the oil contract, smart oil enjoys 100% of the exploration rights and interests of the block within 6 years of the third stage of the exploration period, and will carry out oil and gas exploration operations such as fine processing and interpretation of seismic data, comprehensive seismic geological research, comprehensive evaluation of oil and gas, well location deployment and drilling. If there is commercial oil and gas discovery in the contract area, smart oil enjoys 49% of the exploitation rights and interests, and the production period is 15 years. The second meeting of the 5th board of directors of the company deliberated and approved the proposal on increasing the capital of smart oil, an overseas wholly-owned company, and signing major oil contracts with CNOOC, and agreed to increase the capital of smart oil by 18 million US dollars by stages through jinsinan Energy Co., Ltd. (BVI subsidiary), It is agreed that smart oil and CNOOC will sign a 30-year petroleum product sharing contract, the petroleum contract in the South China Sea 22 / 05 contract area, and smart oil will become the operator of exploration, development and production operations in the contract area.
In order to ensure the smooth performance of the oil contract, the company plans to issue the performance guarantee letter to CNOOC. On February 15, 2022, the second meeting of the Fifth Board of directors of the company deliberated and approved the proposal on providing performance guarantee for smart oil, an overseas wholly-owned company, and agreed that Sino Geophysical Co.Ltd(300191) as the actual controlling shareholder of smart oil, will provide performance guarantee for smart oil, Sino Geophysical Co.Ltd(300191) will make a guarantee to CNOOC, and the guaranteed smart oil will perform all obligations under the oil contract on time. It is expected that the exploration period will be 6 years, and the total amount of guarantee will not exceed US $18 million or the equivalent amount of RMB.
This matter has been deliberated and approved at the second meeting of the Fifth Board of directors of the company and needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for voting.
2、 Basic information of the guaranteed party
1. Basic information of the guaranteed
Company name: smart Oil Investment Co., Ltd
English Name: smart oil investment Ltd,
Registered capital: USD 50000
Chairman: Zhou Jinming
Date of establishment: November 17, 2011
Registered address: British Virgin Islands
Company nature: limited liability company (BVI offshore company)
Business scope: trade, investment, consulting, energy technology services
Association with listed companies: jinsinan Energy Co., Ltd. (hereinafter referred to as “jinsinan”), a wholly-owned company of the company, holds 100% equity of smart Oil Investment Co., Ltd.
2. Ownership structure
3. Guarantor’s guarantee
(1) On September 16, 2013, smart oil and CNOOC signed the oil contract in China Bohai 05 / 31 contract area. Smart oil has become the operator of exploration, development and production in the contract area. In order to ensure the smooth performance of the oil contract, Sino Geophysical Co.Ltd(300191) as the actual controlling shareholder of smart oil, provides performance guarantee for smart oil, Sino Geophysical Co.Ltd(300191) guarantees CNOOC that smart oil will perform all responsibilities and obligations in the exploration stage of the oil contract in China Bohai 05 / 31 contract area on time, so as to ensure the smooth progress of work related to the oil contract, At present, the guarantee amount does not exceed 40 million yuan.
(2) On July 3, 2018, smart oil and CNOOC signed the oil contract of Weizhou 10-3 West oilfield and 22 / 04 regional contract area in Beibu Gulf of the South China Sea. Smart oil and Locke oil became joint operators of exploration, development and production operations in the contract area. In order to ensure the smooth performance of the oil contract, Sino Geophysical Co.Ltd(300191) as the actual controlling shareholder of smart oil, provides performance guarantee for smart oil, Sino Geophysical Co.Ltd(300191) guarantees to CNOOC that the guaranteed smart oil will perform all obligations under the oil contract on time, and the total amount of guarantee shall not exceed US $90 million or the equivalent amount of RMB.
(3) On April 12, 2019, smart oil signed the China Bohai 09 / 17 contract area oil contract with CNOOC, and smart oil became the operator of exploration, development and production in the contract area. In order to ensure the smooth performance of the oil contract, Sino Geophysical Co.Ltd(300191) as the actual controlling shareholder of smart oil, provides performance guarantee for smart oil, Sino Geophysical Co.Ltd(300191) guarantees to CNOOC that the guaranteed smart oil will perform all obligations under the oil contract on time, and the total amount of guarantee shall not exceed US $48 million or the equivalent amount of RMB.
(4) In order to enhance the company’s capital strength and the integrated comprehensive strength of offshore oil and gas exploration and development, meet the investment needs of exploration and development in four offshore oil and gas blocks of smart oil, introduce international high-end offshore drilling and production service partners, and make full use of the internationally accepted profit model in different stages of oil and gas exploration and development, The 8th meeting of the 4th board of directors of Sino Geophysical Co.Ltd(300191) (hereinafter referred to as “the company” or ” Sino Geophysical Co.Ltd(300191) “) deliberated and approved the proposal on transferring part of the usufruct in Bohai 05 / 31 contract area, and agreed that the company and smart oil and Northern offshore, Ltd. (hereinafter referred to as “NOF”) signed the agreement on transferring the usufruct in Bohai 05 / 31 contract area, Smart oil transfers 1.04% of its usufruct in Bohai 05 / 31 contract area to NOF at the price of USD equivalent to 50 million yuan. The company provides guarantee for the repurchase obligation caused by smart oil’s default. In order to ensure the smooth performance of the transfer agreement, the company provides guarantee for the repurchase obligation arising from the default of smart oil. The total amount of guarantee is the investment principal of NOF and the annual capital cost (the investment principal is 50 million yuan or the corresponding US dollar, and the annual capital cost is 12%).
(5) On November 8, 2019, smart oil and Petrochina Company Limited(601857) signed the oil development and production contract of jiu1-jiu5 block in Junggar basin of the people’s Republic of China (hereinafter referred to as the “oil contract”), and obtained the development and production rights and interests of jiu1-jiu5 block in Junggar basin of China.
It is estimated that the smart oil contract period of jiu1-jiu5 blocks in Junggar basin is 30 years, and the investment is 1.5 billion yuan. In order to ensure the smooth performance of the oil contract, Sino Geophysical Co.Ltd(300191) provides guarantee for the full implementation of the oil contract by smart oil. Sino Geophysical Co.Ltd(300191) will provide or promote the provision of sufficient and effective capital, financing support, technical support and human resources support to smart oil to perform any and all of its responsibilities and obligations under the contract.
4. Main financial indicators
As of December 31, 2020, the total assets were 786618000 yuan, the total liabilities were 508833600 yuan, the net assets were 277784400 yuan, the operating income in 2020 was 360364400 yuan, and the net profit was -9177100 yuan.
As of September 30, 2021, the total assets were 891.7785 million yuan, the total liabilities were 507.4215 million yuan, the net assets were 384.357 million yuan, the operating income in the first three quarters of 2021 was 278.3177 million yuan, and the net profit was 30.5609 million yuan.
Smart oil is not a dishonest person. 3、 Main contents of guarantee
As the actual controlling shareholder of smart oil, Sino Geophysical Co.Ltd(300191) provides performance guarantee for smart oil, Sino Geophysical Co.Ltd(300191) guarantees CNOOC that the guaranteed smart oil will perform all obligations under the oil contract in Nanhai 22 / 05 contract area of China on time. It is expected that the exploration period will be 6 years, and the total amount of guarantee will not exceed US $18 million or the equivalent amount of RMB.
Smart oil and CNOOC signed the China Bohai 09 / 17 contract area oil contract on April 12, 2019. In order to ensure the smooth performance of the China Bohai 09 / 17 contract area oil contract, Sino Geophysical Co.Ltd(300191) made a guarantee to CNOOC that the guaranteed smart oil will perform all obligations under the Bohai 09 / 17 Contract area oil contract on time, The total amount of guarantee shall not exceed US $48 million or the equivalent amount of RMB. As of the announcement date, all drilling operations of the first exploration well qk18-3-1 in Bohai 09 / 17 contract area have been completed, and multiple sets of oil and gas display sections have been found in Shahejie formation. According to the current operation plan, it is expected that the workload of the remaining three exploration wells in the first phase of the exploration period in the Bohai 09 / 17 contract area will be completed by the end of 2022. At that time, smart oil will apply to CNOOC for the release of the guarantee amount of US $24 million. It is expected that the total amount of guarantee added this time will not exceed US $18 million, which will not lead to the increase of the actual guarantee amount of the company for smart oil. 4、 Accumulated external guarantees and overdue guarantees
As of the date of this announcement, the total guarantee amount of the company and its holding subsidiaries (including this guarantee) has accumulated to RMB 1623063800, which are all guaranteed by the company to its holding subsidiaries, accounting for 134.63% of the audited net assets of the company in 2020. The company and its holding subsidiaries have no overdue external guarantees, nor have they provided guarantees for shareholders, actual controllers and their related parties. 5、 Opinions of the board of directors, the board of supervisors and independent directors
(I) opinions of the board of directors
The board of directors of the company believes that Sino Geophysical Co.Ltd(300191) as the actual controlling shareholder of smart oil, provides performance guarantee for smart oil, Sino Geophysical Co.Ltd(300191) will guarantee CNOOC that the guaranteed smart oil will perform all obligations under the oil contract in Nanhai 22 / 05 contract area of China on time, and the total amount of guarantee is expected to be no more than 18 million US dollars or the equivalent amount in 6 years of exploration period. It meets the requirements of internal control norms such as the articles of association of listed companies and the management of external guarantees. The procedures are legal and effective and will not damage the interests of the company and minority shareholders. The board of directors of the company agrees that the company provides performance guarantee to overseas wholly-owned companies.
(II) opinions of the board of supervisors
In order to ensure the smooth performance of the oil contract in Nanhai 22 / 05 contract area, Sino Geophysical Co.Ltd(300191) as the actual controlling shareholder of smart oil, provides performance guarantee for smart oil, Sino Geophysical Co.Ltd(300191) will guarantee to CNOOC that the guaranteed smart oil will perform all obligations under the oil contract in Nanhai 22 / 05 contract area on time, It is expected that the exploration period will be 6 years, and the total amount of guarantee will not exceed US $18 million or the equivalent amount of RMB. The review procedures comply with relevant laws, regulations and the articles of association. It is agreed that the company will provide performance guarantee to overseas wholly-owned companies.
(III) opinions of independent directors
The purpose of providing performance guarantee to overseas wholly-owned companies this time is to better perform the PetroChina contract in Nanhai 22 / 05 contract area. The guarantee will not affect the sustainable operation ability of the company and will not damage the interests of the company and shareholders, especially small and medium-sized shareholders. The voting procedures of the board of directors on this guarantee comply with the provisions of relevant laws and regulations and the articles of association. The voting results are legal and effective. We agree with the guarantee of the company. 6、 Documents for future reference
1. Resolution of the second meeting of the 5th board of directors
2. Resolution of the second meeting of the 5th board of supervisors
3. Independent opinions of independent directors on relevant matters
4. Other documents required by SZSE
Sino Geophysical Co.Ltd(300191) board of directors
February 15, 2022
