Securities code: 000937 securities abbreviation: Jizhong Energy Resources Co.Ltd(000937) Announcement No.: 2022 pro-006
Jizhong Energy Resources Co.Ltd(000937)
Announcement on providing guarantee for wholly-owned subsidiaries
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of guarantee
Jizhong Energy Resources Co.Ltd(000937) (hereinafter referred to as "the company") held the fourth meeting of the seventh board of directors on January 15, 2021 and agreed that the company would provide a guarantee of no more than 215 million yuan for the rhodium powder lease and related expenses of the 200000 ton glass fiber project of Hebei Jizhong new materials Co., Ltd. (hereinafter referred to as "Jizhong new materials"). Jizhong Xincai and Taishan Glass Fiber Co., Ltd. (hereinafter referred to as "Taishan glass fiber") signed the precious metal leasing contract (hereinafter referred to as "the contract") for a period of one year.
In order to ensure normal production and operation, Jizhong Xincai plans to continue to lease 50kg rhodium powder from Taishan glass fiber. And the company shall continue to provide joint and several liability guarantee, with the guarantee amount not exceeding 215 million yuan.
The company held the 17th meeting of the 7th board of directors on February 16, 2022, deliberated and passed the proposal on providing guarantee for wholly-owned subsidiaries, and agreed that Jizhong Xincai would continue to lease 50kg rhodium powder from Taishan glass fiber to ensure the needs of normal production. The lease term is one year, and the lease fee is calculated at 7% of the price of rhodium powder (subject to the signing of the contract). The company provides joint and several liability guarantee for the leasing of Taishan glass fiber rhodium powder by Jizhong Xincai, with the guarantee amount not exceeding 215 million yuan.
Since the asset liability ratio of Jizhong Xincai does not exceed 70%, according to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this guarantee does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
1. Company name: Hebei Jizhong New Material Co., Ltd
Registered address: East of Gaocun village, Shahe Economic Development Zone, Xingtai City, Hebei Province
Legal representative: Zhang Jiyun
Date of establishment: June 6, 2019
Registered capital: 711 million yuan
Main business: manufacturing and sales of glass fiber and products; Sales of glass fiber processing machinery and accessories, glass fiber reinforced plastic products, steel (excluding ground strip steel), building materials (excluding wood), hardware products, non-metallic mineral products, plastic products (excluding medical plastic products), rubber products (excluding hazardous chemicals and medical rubber products); Sales of engineering plastics and synthetic resin; Import and export of goods or technology; Mechanical equipment installation services; Technology development, consultation and transfer of glass fiber and products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Relationship with listed companies: the company holds 100% equity of Jizhong Xincai and is a wholly-owned subsidiary of the company. 2. Financial situation of Jizhong Xincai from year to year
Unit: Yuan
Financial indicators September 30, 2021 December 31, 2020
Total assets 1684911770.53 787123891.92
Total liabilities 789163091.88 82036358.69
Net assets 895748678.65 705087533.23
Operating income 200805057.06-
Total profit 249104700.11 -2093294.82
Net profit 186841802.81 -2093294.82
The financial data of Jizhong Xincai in 2020 were audited by Zhitong Certified Public Accountants (special general partnership), and the data of the first three quarters of 2021 were not audited.
3. Jizhong Xincai is not a dishonest person to be executed.
3、 Introduction to guarantee
1. Main guarantees
In order to ensure the smooth progress of the 200000 ton glass fiber project, Jizhong Xincai plans to sign the supplementary agreement of precious metal leasing contract with Taishan glass fiber to continue leasing 50kg rhodium powder owned by Taishan glass fiber for the manufacture of leakage sector. The lease term of Jizhong Xincai rhodium powder is one year, and the lease rate is 7% of the current rhodium powder price. In order to ensure the smooth progress of this lease, the company intends to continue to provide joint and several liability guarantee for the relevant expenses involved in this lease of Jizhong Xincai (including but not limited to lease fee, damage and loss compensation, commodity inspection fee, etc.). The guarantee period is from the formal performance of the lease contract to 24 months after the expiration of the performance period.
2. Guarantee method: guarantee
3. Guarantee amount: Based on the calculation of rhodium powder price, lease fee and other expenses in the supplementary agreement of precious metal lease contract, the guarantee amount of the company is expected to be no more than 215 million yuan.
4、 Opinions of the board of directors
1. This time, the company provided joint and several liability guarantee of no more than 215 million yuan for Jizhong new material, a subsidiary of Jizhong new material, in order to ensure that Jizhong new material can smoothly promote the construction and investment of 200000 ton glass fiber project, which will help to reduce the capital pressure of Jizhong new material and the impact of rhodium powder price fluctuation on operating efficiency.
2. Jizhong Xincai is a wholly-owned subsidiary of the company. The financial risk is within the company's control and has the actual debt repayment ability.
3. The board of Directors believes that this guarantee is fair and reasonable. This guarantee complies with the relevant provisions of the company law, the articles of association and the notice on regulating the external guarantee behavior of listed companies, and there is no damage to the interests of the company and shareholders.
5、 Opinions of independent directors
The guarantee provided by the company for Jizhong new material this time is to ensure the production and operation needs of the wholly-owned subsidiary and help reduce the capital pressure of Jizhong new material and the impact of rhodium powder price fluctuation on the operating efficiency. Comply with the provisions of relevant laws and regulations, and the voting procedures are legal and effective; The risk is controllable.
This guarantee complies with the provisions of relevant laws and regulations, does not damage the interests of the company's shareholders, especially the minority shareholders, and is in line with the interests of the company. All independent directors agree to the above guarantee.
6、 Accumulated external guarantees and overdue guarantees
The company has provided no more than 215 million yuan of guarantee for Jizhong new material, and the total external guarantee is no more than 215 million yuan, accounting for about 1.1% of the audited net assets attributable to the parent company in 2020.
The company does not have overdue guarantee, external guarantee involving litigation and losses due to the judgment of losing the guarantee.
7、 Documents for future reference
1. Resolutions of the 17th meeting of the 7th board of directors;
2. Independent opinions of independent directors on the company's external guarantee.
It is hereby announced.
Jizhong Energy Resources Co.Ltd(000937) board of directors February 17, 2002
