Securities code: 002805 securities abbreviation: Shandong Fengyuan Chemical Co.Ltd(002805) Announcement No.: 2022-026 Shandong Fengyuan Chemical Co.Ltd(002805)
Progress announcement on providing guarantee for wholly-owned subsidiaries
The company and all directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
Risk tips:
Shandong fengneng Technology Co., Ltd. (hereinafter referred to as “fengneng 805”) is a wholly-owned subsidiary of the company. According to the latest audited financial report of Fengyuan lithium energy, as of December 31, 2020, the asset liability ratio of Fengyuan lithium energy exceeded 70%; According to the latest unaudited financial statements of Fengyuan lithium energy, as of September 30, 2021, the asset liability ratio of Fengyuan lithium energy was 51.79%. Please pay attention to investment risks.
1、 Overview of guarantee
On April 14, 2021 and May 11, 2021, the company held the sixth meeting of the Fifth Board of directors and the 2020 annual general meeting of shareholders, deliberated and adopted the proposal on the prediction of the guarantee line for the company’s wholly-owned subsidiary to apply to the bank for credit financing in 2021. See the announcement (Announcement No.: 2021-035) disclosed by the company in the designated information disclosure media securities times, China Securities Journal, Shanghai Securities News and cninfo.com for details. 2、 Guarantee progress
On February 24, 2022, the company signed the maximum guarantee contract with Bank Of Qingdao Co.Ltd(002948) Zaozhuang Branch (hereinafter referred to as ” Bank Of Qingdao Co.Ltd(002948) Zaozhuang Branch”), and the company provided joint and several liability guarantee with the maximum balance equivalent to RMB 70 million for the creditor’s rights formed by various businesses agreed between Fengyuan lithium energy, a wholly-owned subsidiary, and Bank Of Qingdao Co.Ltd(002948) Zaozhuang Branch.
3、 Basic information of the guaranteed
1. Company name: Shandong Fengyuan lithium energy technology Co., Ltd
2. Date of establishment: November 10, 2016
3. Registration place: No. 521, Guanghui Road, Taierzhuang District, Zaozhuang City, Shandong Province
4. Legal representative: Zhao Guanghui
5. Registered capital: 510 million
6. Business scope: production and sales of lithium battery materials, lithium batteries and accessories (excluding hazardous chemicals and chemical products); Operate import and export business (excluding Publications).
7. Equity structure: the company holds 100% equity of Shandong Fengyuan lithium energy technology Co., Ltd
8. Relationship with listed companies: it is a wholly-owned subsidiary of listed companies
9. Main financial indicators:
Unit: RMB
Project December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 620984661.56 1065902032.79
Total liabilities 626308236.00 551981821.55
Including: total current liabilities 596234215.17 520062821.55
Total bank loans 40000000.00 48500000
Net assets -5323574.44 513920211.24
Project December 31, 2020 (audited) September 30, 2021 (Unaudited)
Operating income 136788196.34 375663599.59
Total profit -33577367.43 43861997.35
Net profit -24509011.79 34513925.51
10. Upon inquiry, Shandong Fengyuan lithium energy technology Co., Ltd. is not a dishonest executee.
4、 Main contents of guarantee agreement
1. Contract Name: maximum guarantee contract
2. Guarantor: Shandong Fengyuan Chemical Co.Ltd(002805)
3. Debtor: Shandong Fengyuan lithium energy technology Co., Ltd
4. Creditor: Bank Of Qingdao Co.Ltd(002948) Zaozhuang Branch
5. Maximum guarantee amount: seventy million yuan only
6. Scope of guarantee: the scope of guarantee includes principal, interest, default interest, compound interest, liquidated damages and damages, And all expenses incurred by the creditor to realize the creditor’s rights (including but not limited to legal fees, arbitration fees, attorney’s fees, property preservation fees, property preservation insurance / guarantee fees, travel expenses, execution fees, evaluation fees, auction fees, transfer fees, notarization fees, service fees, announcement fees, mailing fees, etc.) and other amounts payable by the debtor to the creditor. For the part that actually exceeds the maximum balance due to the change of exchange rate, the guarantor shall voluntarily bear the guarantee responsibility.
7. Guarantee mode: the guarantee mode of this contract is joint and several liability guarantee. If there are multiple guarantors under this contract, all guarantors shall be jointly and severally liable to the creditor.
8. Warranty period:
(1) The guarantee period of the guarantor is three years from the date of expiration of the debt performance period agreed in the main contract.
(2) The guarantee period under commercial bill acceptance, reduction and exemption of deposit, letter of credit and letter of guarantee shall be three years from the date of advance payment by the creditor.
(3) The guarantee period for the discount of commercial bills is three years from the due date of the discounted bills.
(4) If the creditor and the debtor reach an extension agreement on the performance period of the debt under the main contract, the guarantor shall continue to bear the guarantee liability, and the guarantee period shall be three years from the date of expiration of the debt performance period agreed in the extension agreement.
(5) In case of any event stipulated by laws and regulations or agreed in the main contract, resulting in the creditor’s declaration of early maturity of the creditor’s rights under the main contract, the guarantee period shall be three years from the date of early maturity of the creditor’s rights under the main contract determined by the creditor.
5、 Accumulated external guarantee and overdue guarantee
As of the disclosure date of this announcement, the total balance of external guarantees of the company and its holding subsidiaries is 280 million yuan (including the above guarantees), which are all guarantees of the company to wholly-owned subsidiaries, accounting for 51.18% of the company’s latest audited net assets; The company does not provide guarantee to the units outside the consolidated statements; The company has no guarantee corresponding to overdue debts, guarantees involving litigation and guarantees that should be borne due to the judgment of losing the lawsuit.
6、 Documents for future reference
1. Maximum guarantee contract.
It is hereby announced.
Shandong Fengyuan Chemical Co.Ltd(002805) board of directors
February 25, 2022
