Citic Securities Company Limited(600030) about
Eternal Asia Supply Chain Management Ltd(002183)
Verification opinions on counter guarantee provided to foreign parties
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 relevant provisions of 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. 13 – recommendation business, and the regulatory guidelines for listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, Checked the counter guarantee provided by Eternal Asia Supply Chain Management Ltd(002183) and issued the following verification opinions:
1、 Overview of counter guarantee
Due to the needs of business development, the shareholders of the company’s joint-stock company Sichuan high tech investment Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd. (hereinafter referred to as “Sichuan high tech investment Eternal Asia Supply Chain Management Ltd(002183) “) reached an agreement on the application of Sichuan high tech investment Eternal Asia Supply Chain Management Ltd(002183) to Bank Of China Limited(601988) Luzhou Branch and Industrial Bank Co.Ltd(601166) Luzhou Branch for comprehensive credit of no more than RMB 10 million respectively, with a credit term of one year. The comprehensive credit is fully guaranteed by Luzhou hi tech Investment Group Co., Ltd. as a shareholder of Sichuan hi tech investment Eternal Asia Supply Chain Management Ltd(002183) , the company bears the counter guarantee liability according to the proportion of voting rights held, Provide 46.74% joint and several liability counter guarantee to Luzhou hi tech Investment Group Co., Ltd. (i.e. the maximum guarantee amount does not exceed RMB 4.674 million, including 3.74% counter guarantee obligation of Luzhou Xinyi supply chain management partnership (limited partnership), a minority shareholder of Sichuan hi tech investment Eternal Asia Supply Chain Management Ltd(002183) ); Luzhou Gaotai Industrial Co., Ltd. will provide 53.26% joint and several liability counter guarantee to Luzhou hi tech Investment Group Co., Ltd. (i.e. the maximum guarantee amount shall not exceed RMB 5.326 million, including 4.26% counter guarantee obligation of Luzhou Xinyi supply chain management partnership (limited partnership), a minority shareholder of Sichuan hi tech investment Eternal Asia Supply Chain Management Ltd(002183) ). The above counter guarantee period shall not exceed three years, The details shall be subject to the guarantee agreement. During the period when the company provides the above guarantee, Luzhou Xinyi supply chain management partnership (limited partnership) needs to pledge its 3.74% equity of Sichuan high investment Eternal Asia Supply Chain Management Ltd(002183) to provide counter guarantee measures for the above guarantee matters of the company, and transfer its voting right, dividend right and preemptive right corresponding to 3.74% equity to the company.
2、 Basic information of the debtor
Company name: Sichuan Gaotou Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd
Date of establishment: May 19, 2020
Company type: other limited liability companies
Registered address: No. 2114-2115, building 1, No. 606, South Section 2, Second Ring Road, high tech Zone, Luzhou City
Legal representative: Cheng Ji
Registered capital: RMB 50 million
Business scope: licensed projects: real estate development and operation; Class I value-added telecommunications services; The second category of value-added telecommunications services; Food sales (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments) general items: enterprise management consulting; Information technology consulting services; Mechanical equipment leasing; Leasing of computer and communication equipment; Acting as import and export agent; Sales of intelligent storage equipment; Wholesale of auto parts; Wholesale of motorcycles and spare parts; Wholesale of hardware products; Stationery wholesale; Wholesale of sporting goods and equipment; Wholesale of shoes and hats; High quality synthetic rubber sales; Processing of bamboo and wood debris; Pulp sales; Timber acquisition; Timber sales; Wood processing; Supply chain management services; Software development; Wholesale of jewelry; New car sales; China trade agency; Fertilizer sales; Sales of coal and products; Sales of class I medical devices; Sales of class II medical devices; Sales of health food (prepackaged); Sales of beans and potatoes; China cargo transportation agency; Data processing and storage support services; Advertising design and agency; Advertising production; Toy sales; Sales of agricultural, forestry, animal husbandry, sideline and fishery professional machinery; Sales of electrical equipment; Wholesale of computer software, hardware and auxiliary equipment; Sales of radio, film and television equipment; Sales of radio and television transmission equipment; Sales of communication equipment; Sales of knitwear, textiles and raw materials; Clothing wholesale; Sales of personal hygiene products; Wholesale of cosmetics; Sales of daily necessities; Sales of daily necessities; Sales of household appliances; Luggage sales; Clock sales; Wholesale of musical instruments; Glasses sales (excluding contact lenses); Furniture sales; Sales of chemical products (excluding licensed chemical products); Sales of building materials (except for projects subject to approval according to law, carry out business activities independently according to law with business license).
2. Shareholder structure
Name of shareholder subscribed capital contribution (10000 yuan) shareholding ratio
Luzhou Gaotai Industrial Co., Ltd. 2450.00 49.00%
Shenzhen Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd
Company 2150.00 43.00%
Luzhou Xinyi supply chain management partnership 400.00 8.00%
Name of shareholder subscribed capital contribution (10000 yuan) shareholding ratio
(limited partnership)
3. Financial data of the latest year
Unit: 10000 yuan
Project year 2021 / December 31, 2021 (Unaudited)
Total assets 10311.30
Total liabilities 7972.96
Net assets 2338.34
Operating income 40568.21
Net profit 37.06
4. After verification, as of the date of issuance of this verification opinion, the debtor Sichuan high tech investment Eternal Asia Supply Chain Management Ltd(002183) is not a dishonest person.
3、 Basic information of counter guarantee object
Company name: Luzhou hi tech Investment Group Co., Ltd
Date of establishment: December 27, 2013
Company type: other limited liability companies
Registration place: No. 19, section 5, jiugu Avenue, Jiangyang District, Luzhou City
Legal representative: Di Wei
Registered capital: 2 million yuan
Investment and financing business; Operation and management of state-owned assets; Disposal of non-performing assets and its revenue management; Consulting services related to investment and operation; Real estate development and operation; Real estate and property management; Land consolidation; Land management services; Engineering management services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments
2. Shareholder structure
Name of shareholder subscribed capital contribution (10000 yuan) shareholding ratio
Luzhou state owned assets supervision and Administration Commission 91800.00 45.90%
Luzhou Industrial Development Investment Group Co., Ltd. 42000.00 21.00%
Management Committee of Luzhou high tech Industrial Development Zone
Member meeting 21000.00 10.50%
China agricultural development key construction fund Co., Ltd. 20000.00 10.00%
Name of shareholder subscribed capital contribution (10000 yuan) shareholding ratio
Sichuan Provincial Department of finance 17200.00 8.60%
Guokai development fund Co., Ltd. 8000.00 4.00%
3. Financial data of the latest year
Unit: 10000 yuan
Project from January to September 2021 / September 30, 2021 (Unaudited 2020 / December 31, 2020 (audited)
Total assets 1760444.81 1750539.08
Total liabilities 1229253.46 1219158.82
Net assets 531191.35 531380.25
Operating income 88915.52 164766.62
Net profit 2324.43 8200.57
Note: the financial data of Luzhou hi tech Investment Group Co., Ltd. in 2020 were audited by Sichuan (Huaxin) group accounting firm (special general partnership).
4. After verification, as of the date of issuance of this verification opinion, Luzhou high tech Investment Group Co., Ltd. is not a dishonest person.
4、 Main contents of counter guarantee agreement
At present, the company and Luzhou hi tech Investment Group Co., Ltd. have not signed relevant counter guarantee agreements, and the total amount of the above planned counter guarantee is only the counter guarantee amount to be provided by the company. The above counter guarantee needs to be reviewed and approved by relevant authorities. The signing time shall be subject to the actually signed contract. The specific counter guarantee amount, counter 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 actual guarantee amount is RMB 12776.9783 million, and the guarantee amount signed in the contract is RMB 20606054900 (or equivalent foreign currency), 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.
The guarantee amount (non actual guarantee amount) is 1721279500 yuan, the actual guarantee amount is 402930100 yuan, and the guarantee amount signed by the contract is 1028675000 yuan. The guarantee amount signed by the above contract accounts for 17.22% of the net assets of 5973449400 yuan belonging to the parent company in the latest audited consolidated statement 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、 Decision making procedure
The counter 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 counter guarantee to Luzhou hi tech Investment Group Co., Ltd. for the credit granting of Sichuan hi tech investment Eternal Asia Supply Chain Management Ltd(002183) and agree to submit the above counter guarantee to the general meeting of shareholders of the company for deliberation. 7、 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 6th board of directors and the 44th meeting of the 6th board of supervisors
