Guotai Junan Securities Co.Ltd(601211)
About Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Provide verification opinions on matters related to guarantee
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ” or “recommendation institution”) as a recommendation institution for Fujian Aonong Biological Technology Group Incorporation Limited(603363) (hereinafter referred to as ” Fujian Aonong Biological Technology Group Incorporation Limited(603363) ” or “company”) non-public offering of shares and public offering of convertible corporate bonds, in accordance with the administrative measures for securities issuance and listing recommendation business and the stock listing rules of Shanghai Stock Exchange The guidelines for the continuous supervision of listed companies on Shanghai Stock Exchange and other relevant provisions have verified the Fujian Aonong Biological Technology Group Incorporation Limited(603363) adjustment of the mutual guarantee scheme provided by the company and its subsidiaries in 2022 and the proposed increase of guarantors for partners. The verification results are as follows:
1、 Adjust the mutual guarantee scheme provided by the company and its subsidiaries in 2022
(I) overview of guarantee
1. Previous consideration of guarantee
The third meeting of the third board of directors of the company and the first extraordinary general meeting of shareholders in 2022 considered and approved the proposal on mutual guarantee provided by the company and its subsidiaries in 2022, and agreed that the company and its subsidiaries would continue to provide mutual guarantee in 2022. The validity period of the resolution on the guarantee amount is from the date of deliberation and approval of the general meeting of shareholders to the date of holding the annual general meeting of shareholders in 2022, and authorizes the chairman of the company to approve the specific guarantee matters (including but not limited to the guaranteed person, guarantee amount, guarantee period, etc.). The estimated guarantee amount is as follows:
Unit: RMB 10000
Maximum guaranteed amount of the guarantor and the guaranteed
450000 wholly owned subsidiaries
company
400000 subsidiaries
150000 wholly-owned and holding subsidiaries
180000 wholly-owned and holding subsidiaries
Note: in the above guarantee amount, the maximum guarantee amount of the purchase price provided by the company for the raw material purchase and sales contract signed between the subsidiary and the supplier Hubei grain Co., Ltd. is 60 million yuan.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on December 21, 2021 Announcement on mutual guarantee provided by the company and its subsidiaries in 2022 (Announcement No.: 2021-201).
2. Adjustment of this Guarantee Scheme
According to the requirements of self regulatory guidelines No. 1 – standardized operation of listed companies of Shanghai Stock Exchange (hereinafter referred to as “self regulatory guidelines No. 1”) issued by Shanghai Stock Exchange on January 7, 2022, in order to ensure the capital needs of each company’s operation and development, the company divides the mutual guarantee amount according to the asset liability ratio of subsidiaries, The estimated guarantee amount after this adjustment is as follows:
Unit: RMB 10000
Maximum guaranteed amount of the guarantor and the guaranteed
280000 subsidiaries with asset liability ratio less than 70%
company
570000 subsidiaries with asset liability ratio of more than 70%
60000 subsidiaries with asset liability ratio lower than 70%
Subordinate wholly-owned and holding subsidiaries
90000 subsidiaries with asset liability ratio of more than 70%
180000 wholly-owned and holding subsidiaries
Note 1: in the above guarantee amount, the maximum guarantee amount of the purchase price provided by the company for the raw material purchase and sales contract signed between the subsidiary and the supplier Hubei grain Co., Ltd. is 60 million yuan.
Note 2: within the validity period of the resolution on the guarantee amount, if there is surplus in the guarantee amount for subsidiaries with asset liability ratio of more than 70%, the remaining amount can be adjusted to provide guarantee for subsidiaries with asset liability ratio of less than 70%; If there is surplus in the amount of guarantee provided for subsidiaries with asset liability ratio less than 70%, it shall not be adjusted to provide guarantee for subsidiaries with asset liability ratio more than 70%.
The above-mentioned companies and their subsidiaries provide mutual guarantees, including but not limited to the following situations: (1) provide guarantees for the guarantee objects with asset liability ratio of more than 70%; (2) The amount of a single guarantee exceeds 10% of the company’s latest audited net assets; (3) The total amount of external guarantees provided by the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets; (4) The total amount of external guarantees provided by the company and its holding subsidiaries exceeds 30% of the company’s total audited assets in the latest period; (5) According to the cumulative calculation of the guarantee amount within 12 consecutive months, the guarantee exceeds 30% of the company’s latest audited total assets. Except for the above adjustments, other contents of the guarantee shall remain unchanged.
The validity period of the resolution on the guarantee limit is from the date of deliberation and approval of the general meeting of shareholders to the date of holding the annual general meeting of shareholders in 2022. For the specific guarantee matters occurring within the validity period of the above quota and resolution, the company authorizes the chairman of the board of directors to approve the specific guarantee matters (including but not limited to the guaranteed person, guarantee amount, guarantee period, etc.), and authorizes the chairman of the board of directors or the corresponding legal representative of the company to sign various legal documents related to the specific guarantee. The board of directors and the general meeting of shareholders of the company will not consider them one by one.
The guarantee object is the company within the scope of the company’s consolidated statements, and the guarantee risk is controllable.
This matter needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) basic information of the guaranteed
See attached table 1 for the basic information of the guaranteed and attached table 2 for the main financial data of the guaranteed.
(III) main contents of the guarantee agreement
The specific contents of the guarantee agreement shall be subject to the actual occurrence of the specific business of the company and its subsidiaries.
(IV) opinions of the board of directors and independent directors
The board of directors of the company believes that the adjustment of the mutual guarantee scheme provided by the company and its subsidiaries in 2022 complies with the provisions of relevant laws and regulations and the articles of association, and is conducive to meeting the capital needs of the operation and development of each company. The guarantee object is the company within the scope of the company’s consolidated statements, and the guarantee risk is generally controllable. The board of directors of the company agreed to adjust the mutual guarantee scheme provided by the company and its subsidiaries in 2022.
The independent directors of the company believe that the adjustment of the mutual guarantee scheme provided by the company and its subsidiaries in 2022 is in line with the requirements of relevant laws and regulations and the actual situation of the company. The guarantee adjustment is conducive to promoting the business development of the company and its subsidiaries, in line with the overall interests of the company, and the guarantee risk is generally controllable, There is no situation that damages the interests of the company’s shareholders, especially the minority shareholders. The deliberation and voting of this guarantee comply with the provisions of relevant laws and regulations and the articles of association, and the decision-making procedure is legal and effective. We agree to adjust the mutual guarantee scheme provided by the company and its subsidiaries in 2022.
(V) 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.
2、 The company plans to provide guarantee for the partners and increase the matters of the guarantor
(I) 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 cooperative project of the farm, and the loan bank, Jiangxi Runhe intends to provide this loan in addition to the guarantee provided by the company which 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.
(II) 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
