Securities code: 002183 securities abbreviation: Eternal Asia Supply Chain Management Ltd(002183) Announcement No.: 2022-016 Eternal Asia Supply Chain Management Ltd(002183)
Announcement on the company providing related party guarantee for the related company Shenzhen Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd
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
1. Eternal Asia Supply Chain Management Ltd(002183) (hereinafter referred to as " Eternal Asia Supply Chain Management Ltd(002183) " or "the company") held the 60th meeting of the sixth board of directors on February 23, 2022, and finally adopted the proposal on the company's application for guarantee of working capital loan from Bank Of China Limited(601988) Shenzhen East Branch for its affiliated company Shenzhen Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd. with 7 votes in favor, 0 votes against and 0 abstentions, The details are as follows:
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) , and the company will provide 49% of the guarantee (i.e. the maximum guarantee amount shall not exceed RMB 4.9 million), and the guarantee period shall not exceed four years, Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) will provide the company with corresponding counter guarantee, which shall be subject to the contract.
2. 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.
3. The independent directors of the company expressed their prior approval opinions and independent opinions on this related party guarantee. The matter still needs to be approved by the general meeting of shareholders, and the related persons interested in the related guarantee will give up the right to vote on the proposal at the general meeting of shareholders.
4. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
5. The above guarantee matters shall not come into force until they are submitted to the general meeting of shareholders of the company for deliberation and approval.
2、 Basic information of the guaranteed
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: 50 million yuan
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 of warehousing and supervision of transportation agency; Installation, maintenance and appraisal: household appliances, household goods, furniture, fitness equipment, sanitary ware and accessories; 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.
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
Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) main financial indicators of the latest period:
Account financial data as of December 31, 2021
(unit: RMB / 10000 yuan)
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%
After verification, the above-mentioned guaranteed is not a dishonest person.
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.
3、 Purpose and influence of related party guarantee
Providing guarantee for affiliated companies Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) is the normal duty of the company as a shareholder of the company, which is conducive to promoting its daily business operation and development. It will not have a significant impact on the current and future financial status and operating results of the company.
4、 The total amount of various related party transactions accumulated with the related party from the beginning of the year to the disclosure date
From the beginning of 2022 to the disclosure date, the total amount of various 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.
5、 Opinions of the board of directors:
The guarantee provided by the company for the affiliated company Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) is to meet the financing needs of Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) and is conducive to its business development. The company undertakes the same proportion of joint and several liability for the loan of Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) to ensure the guarantee obligation, which is fair and equal. Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) at present, the operation is stable, the credit status is good, and the company has less guarantee risk. The guarantee does not harm the interests of listed companies, shareholders, especially minority shareholders, and the board of directors agrees to the above guarantee.
6、 Prior approval and independent opinions of independent directors
The independent directors carefully checked in advance about the guarantee provided by the company for the related company Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) , approved the related party transaction in advance, and agreed to submit it to the 60th meeting of the sixth board of directors for deliberation.
Independent opinion: the guarantee provided by the company for the affiliated company Shenzhen Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd. to apply for working capital loan is based on the normal business development needs of the affiliated company and the normal responsibility of the company as its shareholder, which reflects the company's support for the business development of the affiliated company and is conducive to its better business development. The deliberation and voting procedures of the board of directors of the company comply with the provisions of relevant laws and regulations, and the affiliated companies will provide corresponding counter guarantees to the company for this guarantee. This guarantee does not damage the interests of the company and all shareholders, especially the minority shareholders, and complies with the provisions of relevant laws, regulations and the articles of association.
To sum up, we unanimously agree to the above related guarantee matters of the company and agree to submit the related guarantee matters to the general meeting of shareholders of the company for deliberation.
7、 Opinions of the sponsor
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.
8、 Accumulated external guarantee quantity overdue guarantee quantity
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), which is the guarantee between the company and its holding subsidiaries within the scope of 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 statement of the company, 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 172.12795 million, the actual guarantee amount was RMB 402.9301 million, and the guarantee amount signed in the contract was RMB 1028.675 million, 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".
9、 Documents for future reference
1. Resolution of the 60th meeting of the Eternal Asia Supply Chain Management Ltd(002183) sixth board of directors 2, Eternal Asia Supply Chain Management Ltd(002183) resolution of the 44th meeting of the sixth board of supervisors 3, Eternal Asia Supply Chain Management Ltd(002183) independent directors' prior approval opinions on related party transactions of the company
4. Independent opinions of Eternal Asia Supply Chain Management Ltd(002183) independent directors on matters related to the 60th meeting of the sixth board of directors
5. Verification opinions of Citic Securities Company Limited(600030) on Eternal Asia Supply Chain Management Ltd(002183) providing guarantee for joint-stock companies and related party transactions
It is hereby announced.
Eternal Asia Supply Chain Management Ltd(002183) board of directors February 24, 2022
