Securities code: 002266 securities abbreviation: Zhefu Holding Group Co.Ltd(002266) Announcement No.: 2022-010 Zhefu Holding Group Co.Ltd(002266)
About the wholly-owned subsidiaries Shenlian environmental protection group and Shenneng environmental protection group
Announcement of Jiangxi independence 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”) wholly-owned subsidiaries Zhejiang Shenlian Environmental Protection Group Co., Ltd. (hereinafter referred to as “Shenlian environmental protection group”) and Hangzhou Fuyang Shenneng solid waste environmental protection regeneration Co., Ltd. (hereinafter referred to as “Shenneng environmental protection”) signed the maximum irrevocable guarantee with China Merchants Bank Co.Ltd(600036) Hangzhou branch respectively, Provide joint and several liability guarantee for the creditor’s rights with a maximum balance of 200 million yuan (in words: RMB 200 million only) applied by Jiangxi Zili Environmental Protection Technology Co., Ltd. (hereinafter referred to as “Jiangxi Zili”), a wholly-owned subsidiary within the scope of the company’s consolidated statements, and the guarantee period is three years after the expiration of the debt performance period.
The above guarantees are provided by the company’s wholly-owned subsidiaries Shenlian environmental protection group and Shenneng environmental protection for Jiangxi independence, a wholly-owned subsidiary within the scope of the company’s consolidated statements. They have been decided by the shareholders of Shenlian environmental protection group and Shenneng environmental protection respectively, and do not need to be submitted to the board of directors and the general meeting of shareholders of the company 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: Jiangxi Zili Environmental Protection Technology Co., Ltd
Unified social credit code 91361000787294953h
Legal representative: Xu laiping
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered capital: RMB 500 million
Date of establishment: May 30, 2006
Registration authority: Fuzhou market supervision and Administration Bureau
Address: Fubei Industrial Park, Linchuan District, Fuzhou City, Jiangxi Province
Recycling, processing and sales of recycled waste materials (including productive waste metals); Metal materials, V. business scope: purchase and sale of gold, chemical products (except dangerous goods), machinery and electronic equipment Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies whose import and export are restricted or prohibited by the state)) (except for the above business items with special provisions of the state, those involving administrative license must be operated with license)****
Jiangxi independence is a wholly-owned subsidiary of the company.
(II) financial situation of the guaranteed
The main financial data of Jiangxi independence in the latest year and the first period are as follows:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
(Unaudited) (audited)
Total assets 679092.65 484323.18
Total liabilities 267190.45 184312.77
Total owner’s equity 411902.20 300010.41
Project from January to September 2021 to 2020
(Unaudited) (audited)
Operating income 693428.25 661339.07
Total profit 135674.27 117267.67
Net profit 116891.79 101141.68
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, Jiangxi independence does not belong to the “dishonest executee”.
3、 Main contents of this guarantee agreement
1. Guarantor: Zhejiang Shenlian Environmental Protection Group Co., Ltd., Hangzhou Fuyang Shenneng solid waste environmental protection regeneration Co., Ltd. 2. Guaranteed: Jiangxi Zili Environmental Protection Technology 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 reviewed and approved by the shareholders of Shenlian environmental protection group and Shenneng environmental protection respectively. The financial risk of providing guarantee is within the controllable range of Shenlian environmental protection group and Shenneng environmental protection. Shenlian environmental protection group and Shenneng environmental protection are capable of controlling their operation and management risks. The guarantee for Jiangxi self-reliance will not affect the normal operation of Shenlian environmental protection group and Shenneng environmental protection, Moreover, the loan of Jiangxi self-reliance is needed for daily operation and meets the needs of the company’s overall development strategy. The guarantee provided by Shenlian environmental protection group and Shenneng environmental protection for Jiangxi independence 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. The decision of the shareholders of Zhejiang Shenlian Environmental Protection Group Co., Ltd;
2. Decided by the shareholders of Hangzhou Fuyang Shenneng solid waste environmental protection Recycling Co., Ltd;
3. The maximum irrevocable guarantee signed by Zhejiang Shenlian Environmental Protection Group Co., Ltd., 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
