Citic Securities Company Limited(600030) about
Eternal Asia Supply Chain Management Ltd(002183)
Provide verification opinions on guarantee and related party transactions for joint-stock companies
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " and "sponsor") is the sponsor of Eternal Asia Supply Chain Management Ltd(002183) (hereinafter referred to as " Eternal Asia Supply Chain Management Ltd(002183) " and "company") non-public offering of A-Shares (hereinafter referred to as "non-public offering"), In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, Checked the guarantee provided by Eternal Asia Supply Chain Management Ltd(002183) for participating subsidiaries and related party transactions, and issued the following verification opinions: I. overview of guarantee
Due to the needs of business development, through consultation with the shareholders of the company's affiliated company Shenzhen Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd. (hereinafter referred to as " Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) "), the company reached an agreement on the application of Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) to Bank Of China Limited(601988) Shenzhen East sub branch for working capital loans with a total amount of no more than 10 million yuan. As the shareholder of Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) , Assume the guarantee liability according to the proportion of equity held by the company in Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) , the company provides 49% of the guarantee (i.e. the maximum guarantee amount does not exceed RMB 4.9 million), and Shenzhen Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Logistics Co., Ltd. provides 51% of the guarantee (i.e. the maximum guarantee amount does not exceed RMB 5.1 million) for a period of no more than four years, Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) will provide corresponding counter guarantee for the company, which shall be subject to the contract.
Mr. Li Cheng, deputy general manager of the company, holds the position of director in Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) . According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) is a related party of the company, and the above guarantee matters belong to related guarantee matters.
2、 Estimated guarantee amount
Unit: 10000 yuan
Whether the guaranteed amount of the guaranteed party accounts for the listed guarantor or not the guaranteed party the guarantor of the guaranteed party holds the latest net copy of the newly added company
Share proportion asset liability guarantee limit asset proportion guarantee rate
Eternal Asia Supply Chain Management Ltd(002183) Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) 49% 5.27% 490 0.05% yes
3、 Basic information of the guaranteed
1. Basic information
Company name: Shenzhen Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd
Unified social credit Code: 91440300ma5gjfnr2e
Enterprise type: limited liability company
Legal representative: Wang Xiaoping
Registered capital: RMB 50 million
Date of establishment: December 22, 2020
Registered address: 901, complex building of Shenzhen Yan Tian Port Holdings Co.Ltd(000088) modern logistics center, Yantian comprehensive free trade zone, No. 15, Mingzhu Road, Donghai community, Yantian street, Yantian District, Shenzhen
Business scope: general business items: Chinese Commerce (excluding restricted items); Supply chain management and related supporting services; Computer software and hardware development; Enterprise management consulting; Import, export, purchase and sale of cosmetics; Automobile sales; The purchase and sale of primary Shenzhen Agricultural Products Group Co.Ltd(000061) and other Chinese trade; Mechanical equipment leasing, computer and communication equipment leasing (excluding financial leasing items and other restricted items); Online trade, import and export business; Import, export, wholesale and sales of game consoles and accessories; Own property lease; Sales of food additives; Purchase and sale of chemical fertilizer; Purchase and sale of feed additives and coal. (the above items do not include those prohibited by laws, administrative regulations and decisions of the State Council and require pre-approval. Restricted items can be operated only after obtaining permission); Wholesale of prepackaged food (including refrigerated and frozen food) and dairy products (including infant formula milk powder); Wholesale and retail of alcohol; Sales of health food; Sales of formula food for special medical purposes; Purchase and sale of soybeans, rice and corn. Logistics data collection, processing and management; Logistics scheme design, logistics information processing and consulting services; Documents and archives shall be deposited, kept, digitized, consulted, evaluated, identified and sorted out. Intelligent archives warehouse system integration, industrial planning and industrial consultation. International cargo transportation agency by sea, land and air; Customs pre entry and customs declaration agency of import and export goods; Inspection application agency, inspection application, supervision and storage, supervision and transportation production and manufacturing, wholesale and retail: computer and electronic equipment, warehousing and logistics equipment; Food business and sales (including online sales): primary food Shenzhen Agricultural Products Group Co.Ltd(000061) , communication products, knitwear and textiles, clothing and apparel, daily necessities, household appliances, electronic products, digital products, cosmetics, family planning supplies, sanitary supplies, office supplies, sporting goods, toys, auto and motorcycle accessories, shoes and hats, luggage, leather goods, clocks and watches, musical instruments, frame glasses Jewelry, furniture, arts and crafts, hardware products, plastic products, rubber products, computer software and hardware and auxiliary equipment, chemical products, fire-fighting equipment, building materials, class I medical devices and class II medical devices. The licensed business items are: None
2. Shareholders and shareholding:
Name of shareholder shareholding ratio
Shenzhen Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Logistics Co., Ltd. 51%
Eternal Asia Supply Chain Management Ltd(002183) 49%
Actual controller: state owned assets supervision and Administration Commission of Shenzhen Municipal People's Government
3. Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) main financial indicators of the latest period:
Unit: RMB 10000
Subject: financial data as of December 31, 2021 (Unaudited)
Total assets 3167.05
Total liabilities 167.04
Net assets 3000.01
Operating income 9760.76
Total profit 0.01
Net profit 0.01
Asset liability ratio 5.27%
Relationship with the listed company: Mr. Li Cheng, the deputy general manager of the company, holds the position of director in Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) . According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) is the related party of the company.
4、 Main contents of guarantee agreement
At present, the company and the above participating companies have not signed relevant guarantee agreements, and the total amount of the above planned guarantee is only the guarantee amount to be provided by the company. The above guarantee needs to be reviewed and approved by the bank or relevant authorities. The signing time shall be subject to the actually signed contract. The specific guarantee amount, guarantee period and other terms will be within the above scope and determined by the actual needs of the working capital of the company and its subsidiaries.
5、 Accumulated external guarantees and overdue guarantees
As of the announcement date, the guarantee amount (non actual guarantee amount) between the company and its holding subsidiaries is RMB 32379.35 million (or equivalent foreign currency), the guarantee amount signed by the contract is RMB 20606054900 (or equivalent foreign currency), and the actual guarantee amount is RMB 12776.9783 million, It is the guarantee between the company and its holding subsidiaries within the scope of the consolidated statements. The guarantee amount signed in the above contract accounts for 344.96% of the net assets of 5973.4494 million yuan belonging to the parent company in the latest audited consolidated statements, of which the amount of overdue guarantee is 0 yuan.
As of the announcement date, the amount of guarantee provided by the company and its holding subsidiaries for the company beyond the scope of the company's consolidated statements (non actual guarantee amount) was RMB 1721279500, the amount of guarantee signed in the contract was RMB 1028675000, and the actual guarantee amount was RMB 402930100, The guarantee amount signed by the above contracts accounts for 17.22% of the net assets of 5973.4494 million yuan belonging to the parent company in the latest audited consolidated statements of the company.
The company will effectively control the external guarantee risk of the company in strict accordance with the provisions of the CSRC announcement [2022] No. 26 "guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital exchanges and external guarantees of listed companies" and SZS [2022] No. 13 "guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board".
6、 Total amount of all kinds of related party transactions with the related person from the beginning of the year to the disclosure date. From the beginning of 2022 to the disclosure date, the total amount of all kinds of related party transactions between the company (including subsidiaries within the scope of consolidated statements) and Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) and its related parties is RMB 10.46 million.
7、 Decision making procedure
The guarantee has been adopted at the 60th meeting of the 6th board of directors and the 44th meeting of the 6th board of supervisors. The independent directors of the company have expressed their opinions and agreed that the company will provide guarantee for Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) to apply for credit from financial institutions, and agree to submit the above guarantee to the general meeting of shareholders of the company for deliberation.
8、 Verification procedures and opinions of the recommendation institution
Citic Securities Company Limited(600030) performed the following verification procedures:
Reviewed the resolution documents of the 60th meeting of the sixth board of directors, the resolution documents of the 44th meeting of the sixth board of supervisors and the opinions of independent directors; Queried the industrial and commercial information of Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) ; Consulted the financial statements of Eternal Asia Supply Chain Management Ltd(002183) , Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) ; Consulted Eternal Asia Supply Chain Management Ltd(002183) the announcement documents and accounts of providing guarantee for companies outside the scope of consolidated statements.
After verification, Citic Securities Company Limited(600030) believes that:
This guarantee of the company complies with the notice on regulating the external guarantee behavior of listed companies and other relevant provisions. The guaranteed belongs to the related party specified in the stock listing rules of Shenzhen Stock Exchange, and this guarantee belongs to the related party guarantee. The guarantee provided by the company for the joint-stock company is to meet the needs of the production and operation of the company's subordinate companies, ensure the sustainable development of their operation and meet the long-term interests of the company and all shareholders; For this related party guarantee, other shareholders of the above guaranteed objects also need to provide the same guarantee according to the proportion of capital contribution in accordance with the requirements of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) will provide corresponding counter guarantee for the company, and there is no situation that will damage the interests of the company and minority shareholders. The above guarantee matters have been deliberated and approved at the 60th meeting of the sixth board of directors of the company, and the independent directors have expressed their consent. They need to be submitted to the general meeting of shareholders for deliberation, and the deliberation procedures are complete. To sum up, the sponsor has no objection to the company's provision of guarantee and related party transactions for joint-stock companies this time.
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Sponsor representative:
Liu Jian, Chen Zhenhua
Citic Securities Company Limited(600030) February 23, 2022
