Securities code: 002805 securities abbreviation: Shandong Fengyuan Chemical Co.Ltd(002805) Announcement No.: 2022-023 Shandong Fengyuan Chemical Co.Ltd(002805)
Announcement on increasing the guarantee line provided by applying for comprehensive credit from banks
The company and all directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
Risk tips:
Shandong Fengyuan lithium energy technology Co., Ltd. (hereinafter referred to as “Fengyuan lithium energy”) is a wholly-owned subsidiary of the company. According to the latest audited financial report of Fengyuan lithium energy, as of December 31, 2020, the asset liability ratio of Fengyuan lithium energy exceeded 70%; According to the latest unaudited financial statements of Fengyuan lithium energy, as of September 30, 2021, the asset liability ratio of Fengyuan lithium energy was 51.79%.
Please pay attention to investment risks.
1、 Overview of guarantee
(I) guarantee amount
Shandong Fengyuan Chemical Co.Ltd(002805) (hereinafter referred to as “the company” ” Shandong Fengyuan Chemical Co.Ltd(002805) “) on May 11, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on the prediction of the guarantee line for the company’s wholly-owned subsidiary to apply to the bank for credit financing in 2021, It is agreed to provide a guarantee with a total amount of no more than RMB 500 million for the wholly-owned subsidiary to apply for credit financing from the bank in 2021. See the announcement (Announcement No.: 2021-035) disclosed by the company in the designated information disclosure media securities times, China Securities Journal, Shanghai Securities News and cninfo.com for details.
Based on the business development needs of the company and its subsidiaries within the scope of consolidated statements, the company held the 14th meeting of the Fifth Board of directors on February 21, 2022, deliberated and approved the proposal on increasing the guarantee line provided by applying for comprehensive credit from banks, and agreed that the company would provide a new guarantee line of 1 billion yuan for its subsidiaries within the scope of consolidated statements; The scope of guarantee includes but is not limited to the application for comprehensive credit, loan, acceptance bill, letter of credit, factoring, letter of guarantee, etc. the types of guarantee include guarantee, mortgage, pledge, etc.
(II) authorization
1. In order to improve the efficiency of decision-making, on the premise that the general meeting of shareholders approves the above guarantee plan, authorize the chairman of the company or the management of the company to determine the specific guarantee matters within the above guarantee amount, and sign the necessary documents such as agreements related to guarantee.
2. According to the actual business needs, within the total guarantee amount, the chairman of the company or the management of the company are authorized to specifically adjust the guarantee amount between subordinate wholly-owned companies and subordinate holding companies. The above quota adjustment is limited to the subordinate wholly-owned companies or holding companies.
3. This item is valid from the date of deliberation and approval of the third extraordinary general meeting of shareholders in 2022 to the date of holding the annual general meeting of shareholders in 2021.
2、 Forecast of new guarantee limit
Unit: 10000 yuan
Percentage of the guaranteed amount of the guaranteed party
The guarantor and the secured party hold the assets of the recent period. Up to now, the latest guarantee balance of the newly added company is whether the ratio of shares to liabilities is guaranteed, and the net asset ratio of the current period is guaranteed
Shandong Fengyuan lithium energy
Shandong Fengyuan Chemical Co.Ltd(002805) 100% 51.79% 21000 35000 40.86% no Technology Co., Ltd
Shandong Fengyuan fine
Shandong Fengyuan Chemical Co.Ltd(002805) 100% 20.83% 0 5000 0 no materials Co., Ltd
Anhui Fengyuan lithium energy
Shandong Fengyuan Chemical Co.Ltd(002805) 62.5% — 40000 – no Technology Co., Ltd
Sun Gong, wholly owned by Yunnan
Shandong Fengyuan Chemical Co.Ltd(002805) division (industrial and commercial registration 100% – 20000 – not in process)
As of September 30, 2021, Anhui Fengyuan lithium energy technology Co., Ltd. has not carried out business, so there is no financial data. As of the date of this announcement, Yunnan wholly-owned subsidiary is still in the process of industrial and commercial registration, so there is no financial data.
3、 Basic information of the guaranteed
1. Shandong Fengyuan lithium energy technology Co., Ltd
Date of establishment: November 10, 2016
Registration place: No. 521, Guanghui Road, Taierzhuang District, Zaozhuang City, Shandong Province
Legal representative: Zhao Guanghui
Registered capital: 510 million
Business scope: R & D, production and sales of lithium battery cathode materials.
Equity structure: the company holds 100% equity of Shandong Fengyuan fine materials Co., Ltd
Relationship with listed companies: it is a wholly-owned subsidiary of listed companies
Main financial indicators:
Unit: RMB
Project December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 620984661.56 1065902032.79
Total liabilities 626308236.00 551981821.55
Including: total current liabilities 596234215.17 520062821.55
Total bank loans 40000000.00 48500000
Net assets -5323574.44 513920211.24
Project December 31, 2020 (audited) September 30, 2021 (Unaudited)
Operating income 136788196.34 375663599.59
Total profit -33577367.43 43861997.35
Net profit -24509011.79 34513925.51
Upon inquiry, Shandong Fengyuan lithium energy technology Co., Ltd. is not a dishonest executee.
2. Shandong Fengyuan fine material Co., Ltd
Date of establishment: October 17, 2007
Registered address: west side of Zhongxing Road, Taierzhuang Economic Development Zone, Zaozhuang City
Legal representative: Zhao Guanghui
Registered capital: 40 million yuan
Business scope: production and sales of refined oxalic acid, oxalate and electronic products; Operate import and export business.
Equity structure: the company holds 100% equity of Shandong Fengyuan fine materials Co., Ltd
Relationship with listed companies: it is a wholly-owned subsidiary of the company
Main financial indicators:
Unit: RMB
Project December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 70303290.84 69854891.30
Total liabilities 17299898.02 14550395.03
Including: total current liabilities 17299898.02 14550395.03
Total bank loans 10000000.00 10000000.00
Net assets 53003392.82 55304496.27
Project December 31, 2020 (audited) September 30, 2021 (Unaudited)
Operating income 57004046.40 48603243.49
Total profit 1643457.28 3076979.80
Net profit 1232182.46 2301103.45
Upon inquiry, Shandong Fengyuan fine materials Co., Ltd. is not the person who is dishonest.
3. Anhui Fengyuan lithium energy technology Co., Ltd
Date of establishment: September 16, 2021
Registered address: South of Yingbin East Road, east of quantan Road, west of Waihuan North Road and north of Qiantang Road, economic development zone, Anqing City, Anhui Province
Legal representative: Deng Yan
Registered capital: 40 million yuan
Business scope: general items: battery manufacturing; Battery sales; Import and export of goods (in addition to licensing business, it can independently operate projects not prohibited or restricted by laws and regulations).
Equity structure: Fengyuan lithium energy holds 62.5% equity and Anhui Jintong new energy vehicle phase II fund partnership (limited partnership) holds 37.5%.
Relationship with listed companies: it is a holding subsidiary of a wholly-owned subsidiary of the company
Main financial indicators: as of September 30, 2021, Anhui Fengyuan lithium energy technology Co., Ltd. has not carried out business, so there is no financial data.
Upon inquiry, Anhui Fengyuan lithium energy technology Co., Ltd. is not a dishonest executee.
4. Yunnan wholly owned subsidiary
The company is still in the process of industrial and commercial registration.
4、 Main contents of the guarantee agreement
The above newly added guarantee amount is the expected situation of the company, and the relevant agreement has not been signed at present. The actual amount of guarantee and the specific contents of relevant guarantee agreements shall be jointly negotiated and determined by the company and its subsidiaries and external financing institutions. 5、 Opinions of the board of directors
The company’s newly added guarantee amount for subordinate companies within the scope of the company’s merger is conducive to meeting the business needs of the company at this stage and the stable and sustainable development of the company. The board of directors agreed that the company would provide a new guarantee amount of RMB 1 million for its subsidiaries within the scope of the company’s consolidated statements. For wholly-owned subsidiaries and holding subsidiaries of the company, the company has absolute control over their daily operation, and the guarantee risk is small.
6、 Opinions of independent directors
The independent directors believe that: for the increase of the guarantee line provided by the company’s application for comprehensive credit from the bank this time, the guarantors are subordinate companies within the scope of the company’s consolidated statements. The guarantee provided by the company is to meet the needs of all subordinate companies to carry out business activities, belongs to the needs of the company’s normal production and operation and rational utilization of funds, and the decision-making procedure for external guarantee is legal, It does not harm the interests of the company and minority shareholders. Therefore, it is agreed that the company’s newly increased external guarantee amount is expected, and it is agreed to submit the proposal to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation.
7、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the total balance of external guarantees of the company and its subsidiaries is 21 million yuan, which are all guarantees of the company to wholly-owned subsidiaries, accounting for 38.38% of the company’s latest audited net assets; The company does not provide guarantee to the units outside the consolidated statements; The company has no guarantee corresponding to overdue debts, guarantees involving litigation and guarantees that should be borne due to the judgment of losing the lawsuit.
8、 Prepare
