Announcement No.: convertible bond No.: 36023-2023
Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Announcement on the addition of guarantors to provide guarantees for partners
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Name of the guarantor: Jiangxi Runhe Agriculture Co., Ltd
Amount of this guarantee: approved by the 2020 annual general meeting of shareholders of the company, the company or Fujian aonong animal husbandry Investment Co., Ltd., a wholly-owned subsidiary of the company, plans to provide joint and several liability guarantee for the financing of the cooperative Jiangxi Runhe Agriculture Co., Ltd. for the transformation of the farm project, and the loan amount to be guaranteed shall not exceed 30 million yuan. After negotiation with the lending bank, Jinggangshan Aotong Agricultural Development Co., Ltd., the company’s holding grandson, is proposed to be added as the guarantor to jointly provide guarantee for the partners. Whether there is counter guarantee in this guarantee: Yes, the company will provide guarantee after implementing the corresponding counter guarantee
As of December 31, 2021, the overdue amount of mutual guarantee provided by the company and its wholly-owned and holding subsidiaries is 0 yuan, and the overdue amount in the actual external guarantee balance of the company and its wholly-owned and holding subsidiaries (i.e. guarantee for objects outside the scope of the company’s consolidated statements) is 4.8713 million yuan.
On February 15, 2022, the fourth meeting of the third board of directors of Fujian Aonong Biological Technology Group Incorporation Limited(603363) (hereinafter referred to as “the company” or “the company”) deliberated and adopted the proposal on adding guarantors to provide guarantees for partners. The relevant information is hereby announced as follows:
1、 Overview of guarantee
On March 17, 2021, the 44th meeting of the second board of directors of the company deliberated and adopted the proposal on providing guarantee for partners, It is agreed that the company or Fujian aonong animal husbandry Investment Co., Ltd., a wholly-owned subsidiary of the company, shall provide joint and several liability guarantee for the financing of the partner Jiangxi Runhe Agriculture Co., Ltd. (hereinafter referred to as “Jiangxi Runhe”) for the reconstruction of pig farm project, and the loan amount to be guaranteed shall not exceed 30 million yuan, For details, please refer to the company’s disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 18, 2021 The announcement on providing guarantee for partners (Announcement No.: 2021-044) has been deliberated and approved by the company’s 2020 annual general meeting of shareholders. Up to now, Jiangxi Runhe has not signed a formal loan contract with financial institutions, and the company has not provided guarantee to Jiangxi Runhe.
Recently, after negotiation between the company’s holding grandson Jinggangshan Aotong Agricultural Development Co., Ltd. (hereinafter referred to as “Jinggangshan Aotong”) and Jiangxi Runhe, which is responsible for the specific implementation of the farm cooperation project, and the lending bank, Jiangxi Runhe’s proposed to provide this loan in addition to the guarantee provided by the company that has been considered and approved above, In addition, Jinggangshan Aotong is added as the guarantee to provide guarantee to the bank.
Jiangxi Runhe has not signed a formal loan contract with a financial institution. The company and Jinggangshan Aotong will sign specific legal documents related to the above guarantee with the financial institution after the addition of a guarantor is considered and approved by the company’s general meeting of shareholders.
This matter has been deliberated and approved at the fourth meeting of the third board of directors held on February 15, 2022, and needs to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
Enterprise name: Jiangxi Runhe Agriculture Co., Ltd
Nature of enterprise: limited liability company (invested or controlled by natural person)
Legal representative: Wang nulan
Date of establishment: December 2, 2017
Registered address: No. 165, business zone 1, European city, the intersection of Jianshe West Road and Sanwan Road, Hechuan Town, Yongxin County, Ji’an City, Jiangxi Province
Registered capital: RMB 20 million
Business scope: Sales of fruit trees, flowers and seedlings; Processing and sales of agricultural and sideline products; Feed sales, bio organic fertilizer sales (excluding hazardous chemicals), agricultural tourism; Pig breeding and sales. Shareholders: Wang nvlan holds 50%, Guo Liqun 40%, he Gaoming 5% and Liu Jun 5%.
The main financial data of Jiangxi Runhe in 2020 and 2021 are as follows:
Unit: 10000 yuan
Project year 2021.12.31/2021 2020.12.31/2020
Total assets 5884.64 4363.63
Total liabilities 5224.15 4605.66
Including: total bank loans 0.00 672.53
Total current liabilities 5224.15 4605.66
Net assets 660.49 -242.03
Operating income 0.00 0.00
Net profit -297.49 -1655.55
Jiangxi Runhe has no relationship with the company.
3、 Main contents of the guarantee agreement
Jiangxi Runhe has not signed a formal loan contract with a financial institution, and the company and Jinggangshan Aotong have not signed a formal guarantee contract with a financial institution. The specific contents of the guarantee contract shall be subject to the actual occurrence of specific business. The company and Jinggangshan Aotong will sign a specific guarantee agreement with the financial institution according to the resolution of the general meeting of shareholders and relevant authorization after the increase of guarantor is considered and approved by the general meeting of shareholders of the company, so as to provide joint and several liability guarantee for the performance of debts under the loan contract signed by Jiangxi Runhe and the financial institution for the reconstruction of pig farms, The loan amount to be guaranteed shall not exceed 30 million yuan.
According to the disclosure made by the company on March 18, 2021 on the website of Shanghai Stock Exchange (www.sse. Com. CN.) According to the announcement on providing guarantee for partners (Announcement No.: 2021-044), the company will implement counter guarantee measures to prevent the risk of this external guarantee. The counter guarantee measures to be taken by the company are as follows:
1. The shareholders of Jiangxi Runhe pledged 100% of the equity of Jiangxi Runhe held by them to the company to provide counter guarantee for the company’s guarantee;
2. The shareholders of Jiangxi Runhe provide counter guarantee of joint and several liability guarantee to the company;
3. Supervision of financing funds: the financing income of Jiangxi Runhe is only used for the reconstruction and construction of the cooperative project Runhe fattening farm, and the use of financing funds is supervised by the company;
4. If the company needs to realize the right of recovery after assuming the guarantee liability, the company has the right to choose any of the following ways to realize the right of recovery: (1) the company has the right to negotiate with a third party to dispose the pledged equity at a discount, and the disposal price is not less than (including) 50% of the net assets at the end of the latest period calculated by Jiangxi Runhe according to the company’s accounting policies and accounting estimates, Jiangxi Runhe and the shareholders of Jiangxi Runhe shall accept and cooperate. The proceeds from the disposal of the pledged equity shall be used preferentially to pay off the compensation amount of the company performing the compensation responsibility for Jiangxi Runhe. If the proceeds from the disposal of the pledged equity are lower than the compensation amount, the company has the right to continue to recover the difference from the shareholders of Jiangxi Runhe; (2) Jiangxi Runhe agrees to offset the debts owed by Jiangxi Runhe to the company with 50% of the total investment of Runhe fattening farm recognized by the company. If the discount amount is lower than the debts owed by Jiangxi Runhe, the company has the right to continue to recover the difference from Jiangxi Runhe; (3) The shareholders of Jiangxi Runhe are required to bear joint and several guarantee liabilities.
4、 Impact of this guarantee on Listed Companies
The addition of guarantor in this external guarantee is conducive to the smooth progress of the reconstruction project of pig farms rented by the company’s subordinate companies, which is in line with the overall interests of the company; And the company will take corresponding counter guarantee measures to control the risk of this external guarantee and will not damage the interests of the company and shareholders.
5、 Opinions of the board of directors and independent directors
The board of directors of the company believes that the increase of the guarantor in this external guarantee is to ensure the smooth progress of the pig farm reconstruction project of the company’s subordinate company. The company has taken counter guarantee measures and will not damage the interests of the company and shareholders. The board of directors agreed to increase Jinggangshan Aotong to provide guarantee for the financing of the partner Jiangxi Runhe.
The independent directors of the company believe that the addition of guarantor in this external guarantee is in line with the actual situation and overall interests of the company. The company has taken counter guarantee measures. The risk of this external guarantee is generally controllable and will not damage the interests of the company and minority shareholders. The voting procedure of the board of directors of the company for this external guarantee is legal and effective. We agree to add a guarantor to the company’s external guarantee this time.
6、 Accumulated external guarantees and overdue guarantees
As of December 31, 2021, the actual balance of external guarantees (i.e. guarantees for objects outside the scope of the company’s consolidated statements) of the company and its wholly-owned and holding subsidiaries was 91.18477 million yuan, accounting for 33.25% of the company’s latest audited net assets; The actual guarantee balance of the company to its wholly-owned and holding subsidiaries was 5239.2978 million yuan, accounting for 191.07% of the company’s latest audited net assets; The subordinate wholly-owned and holding subsidiaries are the company, and the actual guarantee balance of other wholly-owned and holding subsidiaries is 498.8258 million yuan, accounting for 18.19% of the company’s latest audited net assets; The actual guarantee balance of the wholly-owned and holding subsidiaries to the parent company was 95.147 million yuan, accounting for 34.70% of the company’s latest audited net assets. Among them, the overdue amount of mutual guarantee provided by the company and its wholly-owned and holding subsidiaries is 0 yuan, and the overdue amount in the actual external guarantee balance of the company and its wholly-owned and holding subsidiaries (i.e. the guarantee for objects outside the scope of the company’s consolidated statements) is 4.8713 million yuan, which is caused by the guarantee provided by the company and its subsidiaries to support the financing of downstream customers, There is a certain degree of customer default risk, and the company has accrued corresponding estimated liabilities. For the default risk of downstream customers, the company has formulated special countermeasures, and the overall guarantee risk is small. See the company’s disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on September 21, 2019 for details of the company’s risk response measures and estimated liability accounting policies for providing guarantees for downstream customers’ financing Relevant reply contents of “question 1” in the reply to the letter on making preparations for the meeting of the development and Examination Committee of Fujian Aonong Biological Technology Group Incorporation Limited(603363) non-public Development Bank.
7、 Documents for future reference
1. Resolution of the 4th meeting of the 3rd board of directors of the company
2. Independent opinions of independent directors on matters related to the fourth meeting of the third board of directors of the company
It is hereby announced.
Fujian Aonong Biological Technology Group Incorporation Limited(603363) board of directors February 17, 2022
