Securities code: 002266 securities abbreviation: Zhefu Holding Group Co.Ltd(002266) Announcement No.: 2022-011 Zhefu Holding Group Co.Ltd(002266)
About Shenneng environmental protection, a wholly-owned subsidiary, to Shenlian environmental protection group
Announcement of providing guarantee
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 guarantee
In order to meet the production and operation needs of subsidiaries, Zhefu Holding Group Co.Ltd(002266) (hereinafter referred to as “the company”), a wholly-owned subsidiary of Zhefu Holding Group Co.Ltd(002266) (hereinafter referred to as “the company”), Hangzhou Fuyang Shenneng solid waste environmental protection Recycling Co., Ltd. (hereinafter referred to as “Shenneng environmental protection”) and China Merchants Bank Co.Ltd(600036) Hangzhou Branch signed the maximum irrevocable guarantee, Zhejiang Shenlian Environmental Protection Group Co., Ltd. (hereinafter referred to as “Shenlian environmental protection group”), a wholly-owned subsidiary within the scope of the company’s consolidated statements, shall provide joint and several liability guarantee for the creditor’s rights with a maximum balance of 200 million yuan (in words: 200 million yuan only), and the guarantee period shall be three years after the expiration of the debt performance period.
The above guarantee matters are the guarantee provided by Shenneng environmental protection, a wholly-owned subsidiary of the company, to Shenlian environmental protection group, a wholly-owned subsidiary within the scope of the company’s consolidated statements. It has been decided by the shareholders of Shenneng environmental protection and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
The above guarantee matters do not belong to related party transactions, and there is no counter guarantee.
2、 Basic information of the guaranteed
(I) basic information of the guaranteed
Name: Zhejiang Shenlian Environmental Protection Group Co., Ltd
Unified social credit code 91330183ma27wgxr6f
Legal representative: Dong Qing
Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
The registered capital is 808533333 yuan
Date of establishment: December 16, 2015
Registration authority: Hangzhou Fuyang district market supervision and Administration Bureau
Address: room 905, No. 57, Jiangbin West Avenue, Fuchun street, Fuyang District, Hangzhou, Zhejiang
Technology research and development, technical services and transfer of technical achievements: environmental protection equipment technology, non-ferrous metal smelting technology, surface treatment waste technology, copper containing waste, industrial wastewater, waste gas and solid waste disposal technology; Business scope: design, consultation and professional contracting of mine and soil remediation; Industrial investment; Services: enterprise investment management consulting (except securities and futures), economic information consulting; Sales: non ferrous metal and solid waste business (excluding hazardous waste); Import and export of goods and technologies (except for projects prohibited by laws and administrative regulations, and projects restricted by laws and administrative regulations can be operated only after obtaining licenses).
Shenlian environmental protection group is a wholly-owned subsidiary of the company.
(II) financial situation of the guaranteed
The main financial data of Shenlian environmental protection group in the latest year and the first period are as follows:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
(Unaudited) (audited)
Total assets 1486327.79 1166207.96
Total liabilities 733232.98 583847.44
Total owner’s equity 753094.81 582360.52
Project from January to September 2021 to 2020
(Unaudited) (audited)
Operating income 986860.08 736417.58
Total profit 189705.55 162543.48
Net profit 170734.29 147276.79
Note: as of September 30, 2021, the statement (data) has not been audited, and as of December 31, 2020, the statement (data) has been audited by Tianjian Certified Public Accountants (special general partnership).
After verification, Shenlian environmental protection group does not belong to the “dishonest executee”.
3、 Main contents of this guarantee agreement
1. Guarantor: Hangzhou Fuyang Shenneng solid waste environmental protection Recycling Co., Ltd
2. Guarantor: Zhejiang Shenlian Environmental Protection Group Co., Ltd
3. Creditor: China Merchants Bank Co.Ltd(600036) Hangzhou Branch
4. Guarantee amount: 200 million yuan (in words: 200 million yuan only)
5. Guarantee method: joint and several liability guarantee
6. Guarantee period: three years after the expiration of the debt performance period
4、 Decision opinions of the guarantor’s shareholders
The above guarantee matters have been deliberated and approved by the shareholders of Shenneng environmental protection. The financial risk of providing guarantee is within the controllable range of Shenneng environmental protection. Shenneng environmental protection has the ability to control its operation and management risk. The guarantee to Shenlian environmental protection group will not affect the normal operation of Shenneng environmental protection group, and the loan of Shenlian environmental protection group is required for daily operation, Meet the needs of the company’s overall development strategy.
The guarantee provided by Shenneng environmental protection for Shenlian environmental protection group complies with relevant regulations, the decision-making process is legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
5、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the total amount of the company’s approved guarantee for subsidiaries within the scope of consolidated statements is 350 million yuan, and the guarantee balance is 560174100 yuan, accounting for 7.27% of the company’s latest audited net assets; The accumulated guarantee balance of subsidiaries to subsidiaries within the scope of consolidated statements is 4952.11 million yuan. In addition, the company and its holding subsidiaries do not provide guarantees for units outside the consolidated statements, overdue external guarantees, external guarantees involving litigation, or bear losses due to the judgment of losing the guarantee.
6、 Documents for future reference
1. Decided by the shareholders of Hangzhou Fuyang Shenneng solid waste environmental protection Recycling Co., Ltd;
2. The maximum irrevocable guarantee signed by Hangzhou Fuyang Shenneng solid waste environmental protection regeneration Co., Ltd. and China Merchants Bank Co.Ltd(600036) Hangzhou branch.
It is hereby announced.
Zhefu Holding Group Co.Ltd(002266) board of directors February 24, 2002
