Securities code: 000797 securities abbreviation: China Wuyi Co.Ltd(000797) Announcement No.: 2022-036 bond Code: 112301 bond abbreviation: 15 Zhongwu bond
Bond Code: 149777 bond abbreviation: 22 Zhongwu 01
About accepting Fujian Construction Engineering Guarantee in 2022
Announcement on the progress of related party transactions in which the amount of guarantee fee is paid
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 related party transactions
On January 25, 2022, the 13th meeting of the seventh board of directors of China Wuyi Co.Ltd(000797) (hereinafter referred to as “the company”) deliberated and adopted the proposal on accepting the guarantee amount of the major shareholder Fujian Construction Engineering Group Co., Ltd. in 2022. The major shareholder Fujian Construction Engineering Group Co., Ltd. (hereinafter referred to as “Fujian Construction Engineering”) provided guarantee for the company’s Bank loan or other financing methods in 2022, For details, the company disclosed on cnchao.com on January 27, 2022 the announcement on related party transactions of accepting Fujian Construction Engineering Group Co., Ltd. guarantee and paying guarantee fee in 2022 (Announcement No.: 2022-019), which has been approved by the first extraordinary general meeting of shareholders in 2022. On February 18, 2022, the company and Fujian Construction Engineering Group signed the guarantee agreement in Fuzhou, and now the progress is disclosed as follows:
2、 Basic information of Guarantor (related party)
1. Company name: Fujian Construction Engineering Group Co., Ltd
2. Unified social credit Code: 913500001581431832
3. Type: limited liability company (solely state-owned)
4. Legal representative: Lin zengzhong
5. Registered capital: 1 billion yuan
6. Address: 36 / F, land Plaza, No. 89, Wusi Road, Gulou District, Fuzhou
7. Date of establishment: October 5, 1984
8. Business term: October 5, 2034
9. Business scope: general contracting of construction engineering, highway engineering, municipal public engineering and electromechanical engineering; Professional contracting of foundation and foundation engineering, building decoration engineering, building curtain wall engineering, steel structure engineering, ancient building engineering, fire fighting facilities engineering, electronic and intelligent engineering, bridge engineering and tunnel engineering; Real estate development and operation; Engineering design; Landscape architecture design; Landscaping; Preparation of urban and rural planning; Engineering and technical consulting services; Project quality inspection; Investment in infrastructure projects of expressways, municipal roads, ports, environmental protection, urban rail transit, reclamation projects and transportation projects; Manufacture and sales of reinforced concrete prefabricated components; Foreign trade; Contracting foreign engineering projects suitable for its strength, scale and performance.
10. Main financial data of the last year
By the end of 2020, the owner’s equity attributable to the parent company of Fujian Construction Engineering Group was 5.78 billion yuan, with total assets of 20.025 billion yuan and total liabilities of 14.245 billion yuan, with an asset liability ratio of 71.13%. In 2020, the operating revenue was 12.316 billion yuan, the total profit was 395 million yuan, and the net profit attributable to the owner of the parent company was 270 million yuan.
11. Relationship with listed companies
Fujian Construction Engineering Group is the largest shareholder of the company, holding 34.34% equity of the company.
12. Performance capability analysis
After inquiry, the information publication and inquiry network of the list of dishonest Executees in the National Courts（ http://zxgk.court.gov.cn./shixin/ ）And China executive information disclosure network（ http://zxgk.court.gov.cn./zhixing/ ）, Fujian Construction Engineering Group Co., Ltd. is not a dishonest person to be executed. It is in good operating and financial condition and can perform the contract normally.
3、 Basic information of related party transactions
In 2022, Fujian Construction Engineering Group, the major shareholder, plans to provide guarantee for bank loans or other financing methods with a total balance of no more than 3 billion yuan, charging a guarantee rate of no more than 1% / year, with an amount of no more than 30 million yuan.
4、 Pricing policy and basis of related party transactions
It is understood that the current market guarantee rate is basically between 1% – 3% per year. After negotiation, this guarantee is charged at a guarantee rate of no more than 1% / year, which is in line with the current market situation.
5、 Main contents of related party transaction agreement
(I) guarantee amount and method: Fujian Construction Engineering Group provides guarantee (joint and several liability guarantee or difference payment commitment, etc.) to the company’s bank loans or other financing methods with a total amount of RMB 3 billion (foreign exchange is calculated according to the central rate of foreign exchange converted into RMB announced by the people’s Bank of China on the date of bank lending), So that the company can obtain funds and meet the development needs of the company.
(II) guarantee fee: the company shall pay the guarantee fee according to the actual financing guarantee amount of Fujian Construction Engineering Group, and the guarantee fee shall be charged quarterly. At the end of each quarter, Fujian Construction Engineering Group shall gradually calculate the guarantee fee according to the actual guarantee amount in this quarter, and the company shall pay the corresponding guarantee fee after checking it.
(III) term of agreement and treatment of breach of contract: this Guarantee Agreement shall come into force from the date of signature and seal, and the term is one year (from January 1, 2022 to December 31, 2022). All disputes and disputes arising from this Agreement shall be settled by both parties through negotiation. If the negotiation fails, both parties may bring a lawsuit to the people’s court in the place where Fujian Construction Engineering Group Co., Ltd. is located.
6、 Transaction purpose and impact on Listed Companies
This transaction is to ensure the continuity of the company’s bank loans or other financing methods, provide support for the smooth promotion of the company’s investment and business plan in 2022, and is conducive to the stability of the company’s financial situation and the development of future business.
7、 Accumulated various connected transactions with the connected person
In 2022, the company did not sign a new contract with Fujian Construction Engineering Group and its related parties. In the past 12 months, the total amount of newly signed related party transaction contracts between the company and Fujian Construction Engineering Group and its affiliates is 100.98 million yuan, including 78.5849 million yuan for public bidding projects. In addition, the guarantee balance of Fujian Construction Engineering Group for the company is about 536 million yuan.
8、 Prior approval and independent opinions of independent directors
This transaction constitutes a connected transaction. During the deliberation of the board of directors, the directors of the connected party avoided voting, which is legal and effective in accordance with the provisions of relevant laws, regulations and the articles of Association; No violation of the principle of good faith was found in this connected transaction; This transaction meets the objective needs and conforms to the interests of the company; The guarantee rate is fair and the transaction conditions are fair and reasonable, without damaging the interests of the company and other shareholders, especially minority shareholders. The independent directors approved and agreed the transaction in advance.
9、 Documents for future reference
1. Guarantee agreement signed between the company and Fujian Construction Engineering Group;
2. Resolutions of the 13th meeting of the seventh board of directors;
3. Independent opinions of independent directors on matters related to the 13th meeting of the seventh board of directors;
4. Resolution of the first extraordinary general meeting of shareholders in 2022.
It is hereby announced
China Wuyi Co.Ltd(000797) board of directors
February 19, 2022
