Securities code: 000488 200488 securities abbreviation: Shandong Chenming Paper Holdings Limited(000488) Chenming B Announcement No.: 2022-003 Shandong Chenming Paper Holdings Limited(000488)
Announcement on equipment financing business of subsidiaries
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、 Transaction overview
1. Transaction overview
In order to further expand financing channels and adjust the long-term, medium-term and short-term debt structure, Jiangxi Shandong Chenming Paper Holdings Limited(000488) Co., Ltd. (hereinafter referred to as "Jiangxi Chenming"), a subsidiary of Shandong Chenming Paper Holdings Limited(000488) (hereinafter referred to as "the company"), plans to carry out after-sale and leaseback financial leasing business with Beijing Jinyu Financial Leasing Co., Ltd. (hereinafter referred to as "Beijing Jinyu leasing"), The financing amount shall not exceed 200 million yuan (including 200 million yuan) and the term shall not exceed 5 years (including 5 years). The company provides joint and several liability guarantee for Jiangxi Chenming's financing business. The guarantee amount shall not exceed 200 million yuan (including 200 million yuan) and the term shall not exceed 5 years (including 5 years).
2. Approval procedure
On June 25, 2021, the company held the 19th interim meeting of the ninth board of directors, deliberated and approved the proposal on carrying out equipment financing business, and agreed that the company and its subsidiaries should carry out equipment financing business with financial leasing companies with relevant qualifications for carrying out financial leasing business, and the financing amount should not exceed RMB 2 billion (including RMB 2 billion), The financing period shall not exceed 5 years (including 5 years). As of the disclosure date of the announcement, the used financing amount was RMB 1.72 billion, and the remaining unused amount was RMB 280 million. Jiangxi Chenming's financial leasing business is within the approved amount.
On June 18, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on adjusting the guarantee amount of subsidiaries, agreed to adjust the guarantee amount of relevant subsidiaries, and adjusted the guarantee amount between holding subsidiaries on the premise of meeting the listing rules and relevant regulations. In order to meet the business development needs of Jiangxi Chenming, the company will adjust the unused guarantee amount of its subsidiary Huanggang Chenming pulp and Paper Co., Ltd. (hereinafter referred to as "Huanggang Chenming") by 200 million yuan to Jiangxi Chenming. The guarantee amount provided by the company for Huanggang Chenming was adjusted from 4.5 billion yuan to 4.3 billion yuan, and the unused guarantee amount was 2.42 billion yuan. The guarantee provided by the company for Jiangxi Chenming financing is within the above authorized guarantee limit.
The company has no related relationship with Beijing Jinyu leasing, and the above transactions do not constitute related party transactions or major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies.
2、 Basic information of the counterparty
Company name: Beijing Jinyu Financial Leasing Co., Ltd
Date of establishment: November 4, 2021
Registered capital: 800 million yuan
Legal representative: Huang Wenge
Unified social credit Code: 91110101ma04gwyg2n
Registered address: room b2108-b2109, building 1, No. 36, North Third Ring East Road, Dongcheng District, Beijing
Equity structure: Bbmg Corporation(601992) holds 100% of its equity.
Business scope: financial leasing business; charter business; Purchase, residual value treatment and maintenance, lease transaction consultation and acceptance of lease deposit related to financial leasing and leasing business; Transfer and transfer of finance lease or leased assets; Fixed income securities investment business.
3、 Basic information of the guaranteed
Enterprise name: Jiangxi Shandong Chenming Paper Holdings Limited(000488) Co., Ltd
Registered address: baishuihu Industrial Park, Nanchang Economic and Technological Development Zone, Jiangxi Province
Date of establishment: November 4, 2002
Legal representative: Zhang Gang
Company type: limited liability company (joint venture between Taiwan, Hong Kong, Macao and China)
Registered capital: 326733200 US dollars
Business scope: production and sales of high-grade paper, paperboard (except newsprint) and self-made paddles.
Ownership structure:
Name of shareholder contribution amount (USD 10000) shareholding ratio
Shandong Chenming Paper Holdings Limited(000488) 13,872 42.46%
Chenming (Hong Kong) Limited 13328 40.79%
Shandong Shandong Chenming Paper Holdings Limited(000488) Sales Co., Ltd. 5473.32 16.75%
Total 32673.32 100%
Main financial data:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Total assets 820487.26 764090.34
Total liabilities 507978.91 429640.45
Total owner's equity 312508.35 334449.89
Project from January to September 2021 to 2020
Operating income 255211.75 343485.49
Operating profit 11705.11 29447.95
Net profit 10378.75 26523.77
Note: the financial data of 2020 has been audited; The financial data from January to September 2021 were unaudited.
Jiangxi Chenming is not a dishonest person.
4、 Introduction to the subject matter of the transaction
Name: Jiangxi Chenming part of production equipment
Category: fixed assets
Ownership status: the subject matter of the transaction belongs to Jiangxi Chenming. There is no mortgage, pledge or other third-party rights on the subject matter, no major disputes, litigation or arbitration involving relevant assets, and no judicial measures such as seizure and freezing. During the equipment financing period, Jiangxi Chenming has the right to use the subject matter of the transaction.
5、 Main contents of transaction contract
Jiangxi Chenming and the company will sign the financial lease contract and guarantee contract with Beijing Jinyu leasing according to the actual business needs. Jiangxi Chenming and Beijing Jinyu leasing carry out after-sale leaseback financial leasing business, with the financing amount not exceeding 200 million yuan (including 200 million yuan) and the term not exceeding 5 years (including 5 years). The company provides joint and several liability guarantee for Jiangxi Chenming's financing business, with the guarantee amount not exceeding 200 million yuan (including 200 million yuan) and the term not exceeding 5 years (including 5 years).
6、 Purpose of this transaction and its impact on the company
Jiangxi Chenming's financing business this time is conducive to further broaden financing channels, optimize the company's long-term, medium-term and short-term debt structure, revitalize fixed assets, improve capital use efficiency, help the company obtain long-term capital support for daily operation, and further enhance the company's profitability and market competitiveness. Jiangxi Chenming's transaction will not affect its normal use of relevant production equipment, will not have a significant impact on production and operation, and will not damage the interests of the company and shareholders, especially minority shareholders.
7、 Opinions of the board of directors
The guarantee provided by the company for the financing of Jiangxi Chenming will help to meet its business development needs. Other shareholders of Jiangxi Chenming did not provide corresponding guarantee according to their shareholding ratio, and did not provide counter guarantee. Jiangxi Chenming is a wholly-owned subsidiary of the company. The company has absolute control over it, with good credit and controllable guarantee risk. There is no situation that damages the interests of the company and shareholders, especially minority shareholders.
8、 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 holding subsidiaries was 11.170 billion yuan, accounting for 46.01% of the company's latest audited net assets. Among them, the total balance of guarantees provided by the company and its holding subsidiaries to units outside the consolidated statements was RMB 418 million, accounting for 1.72% of the company's latest audited net assets, and there were no overdue external guarantees.
It is hereby announced.
Shandong Chenming Paper Holdings Limited(000488) board of directors February 23, 2002
