Securities code: 002340 securities abbreviation: Gem Co.Ltd(002340) Announcement No.: 2022-014 Gem Co.Ltd(002340)
Announcement on the application of the subsidiary company Gem Co.Ltd(002340) for bank credit in Hong Kong and the guarantee provided by the company and its subsidiary company Jingmen Gem Co.Ltd(002340)
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 credit application and guarantee
Gem Co.Ltd(002340) (hereinafter referred to as “the company”), a wholly-owned subsidiary of Gem Co.Ltd(002340) Hong Kong International Logistics Co., Ltd. (hereinafter referred to as ” Gem Co.Ltd(002340) ” Hong Kong “), plans to apply for a syndicated loan with a total principal of no more than US $200 million to meet the needs of development, The company and its wholly-owned subsidiary Jingmen Gem Co.Ltd(002340) new materials Co., Ltd. (hereinafter referred to as “Jingmen Gem Co.Ltd(002340) “) plan to provide joint and several liability guarantee for the bank credit loan with a total principal amount of no more than US $200 million applied by Gem Co.Ltd(002340) Hong Kong, and the guarantee period is from the effective date of the guarantee to the date when the main debt is repaid.
On February 16, 2022, the 40th meeting of the 5th board of directors of the company deliberated and adopted the announcement on the application for bank credit by the subsidiary company Gem Co.Ltd(002340) in Hong Kong and the guarantee provided by the company and its subsidiary company Jingmen Gem Co.Ltd(002340) . This matter needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. This transaction does not involve related party transactions, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. 2、 Basic information of the guaranteed
Company name: Gem Co.Ltd(002340) Hong Kong International Logistics Co., Ltd
Nationality: Hong Kong, China
Registered capital: HK $10 million
Director: Wang Min
Date of establishment: April 29, 2014
Address: 1503m, 15 / F, Jiahui commercial building, 18 Java Road, North Point, Eastern District, Hong Kong
Main business: mainly engaged in the purchase and sale of non-ferrous metals and raw materials, renewable resources and other resources and the investment business of overseas projects.
Relationship with the company: wholly owned subsidiary of the company
The guaranteed is in good credit condition and is not a dishonest executee.
Gem Co.Ltd(002340) the main financial indicators of Hong Kong International Logistics Co., Ltd. in the latest year and another period:
Unit: Hong Kong dollar
Project 2020 January September 2021
Total assets 51660055.04 108495822.64
Total liabilities 9417213.10 65821244.26
Net assets 4224841.94 42674578.38
Operating income —
Total profit -2217269.61 431736.44
Net profit -2217269.61 431736.44
3、 Main contents of guarantee agreement
The specific guarantee amount, term and guarantee method of the above guarantee agreement shall be subject to the relevant contracts finally signed between the company, Jingmen Gem Co.Ltd(002340) and Gem Co.Ltd(002340) Hong Kong and the syndicate, which can be recycled within the guarantee period. When handling the relevant business under the above guarantee agreement, this resolution is valid and no separate resolution of the board of directors will be issued.
4、 Accumulated external guarantee amount and overdue guarantee amount
As of the announcement date, including the guarantee amount considered by the board of directors, the total amount of external guarantee of the company and its holding subsidiaries was 19937.01 million yuan (in addition to the guarantee amount of no more than 15.75 million yuan provided by the company for energy storage power station (Hubei) Co., Ltd, The rest are guarantees provided by the company to subsidiaries and wholly-owned subsidiaries within the scope of consolidated statements), accounting for 149.79% of the audited net assets as of December 31, 2020. The company and its holding subsidiaries do not have overdue guarantees, external guarantees that do not involve litigation, and losses due to the judgment of losing the guarantee.
5、 Opinions of the board of directors
Based on the comprehensive assessment of the asset quality, operation, industry prospect, solvency and credit status of the guaranteed, the board of directors of the company believes that Gem Co.Ltd(002340) Hong Kong is a wholly-owned subsidiary of the company, and the company and Jingmen Gem Co.Ltd(002340) provide guarantee for Gem Co.Ltd(002340) Hong Kong’s application for bank credit this time, which is conducive to ensuring the capital demand for its business development, So as to lay a solid foundation for its sustained and stable development. At the same time, Gem Co.Ltd(002340) Hong Kong’s credit standing is good, and the financial risk of this guarantee is controllable, which will not have a significant impact on the company’s financial situation and damage the interests of the company and shareholders. The board of directors of the company agreed that the company and Jingmen Gem Co.Ltd(002340) would provide guarantee for the bank credit of Gem Co.Ltd(002340) Hong Kong, and the total amount of guarantee would not exceed the equivalent of US $200 million, and agreed to submit the guarantee to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
It is hereby announced
Gem Co.Ltd(002340) board of directors February 16, 2002
