Securities code: 300260 securities abbreviation: Kunshan Kinglai Hygienic Materials Co.Ltd(300260) No.: 2022-011
Kunshan Kinglai Hygienic Materials Co.Ltd(300260)
Announcement on the company’s provision of guarantee for comprehensive bank credit of wholly-owned subsidiaries and their subsidiaries
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of external guarantee
In order to meet the needs of production and operation, Shandong Bihai packaging materials Co., Ltd., a wholly-owned subsidiary of the company (including its subsidiaries Shandong Bihai Machinery Technology Co., Ltd. and Bihai packaging (Huai’an) Co., Ltd.), respectively applied to Qingdao Branch of enterprise bank (China) Co., Ltd. for RMB 35 million, Industrial And Commercial Bank Of China Limited(601398) Junan branch for RMB 30 million Linyi Junan sub branch of Rizhao Bank Co., Ltd. applied for 160 million yuan, Qilu Bank Co.Ltd(601665) Linyi Junan sub branch applied for 80 million yuan, China Everbright Bank Company Limited Co.Ltd(601818) Linyi Branch applied for 30 million yuan, Agricultural Bank Of China Limited(601288) Kunshan branch applied for 50 million yuan, Industrial And Commercial Bank Of China Limited(601398) Kunshan branch applied for 30 million yuan comprehensive credit line, China Construction Bank Corporation(601939) Kunshan branch applies for a comprehensive credit line of RMB 3000.00, with a total of no more than RMB 445 million. The company will provide joint and several liability guarantee for its comprehensive credit business to the above banks. The validity period of the guarantee limit shall be determined from the date of deliberation and approval by the general meeting of shareholders of the company, according to the actual date of each guarantee, in accordance with relevant laws and regulations and the agreement of both parties.
The company provides joint and several liability guarantee for the credit extension of the wholly-owned subsidiary Shandong Bihai packaging materials Co., Ltd. (including its subsidiaries Shandong Bihai Machinery Technology Co., Ltd. and Bihai packaging (Huai’an) Co., Ltd.). The company held the 9th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors on February 24, 2022, and deliberated and adopted the proposal on the company’s provision of guarantee for comprehensive credit of wholly-owned subsidiaries and their subsidiaries, which was agreed by the independent directors. This external guarantee still needs to be submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation.
(I) Shandong Bihai packaging materials Co., Ltd
1. Basic information
Name of the guaranteed: Shandong Bihai packaging materials Co., Ltd
Registered address: Junan Economic Development Zone
Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Date of establishment: September 10, 2008
Legal representative: Li Shanjun
Registered capital: 215.5 million yuan
Business scope: licensed items: packaging and decoration printing; Production of plastic packaging containers and tool products for food; Import and export of goods; Technology import and export. (for items subject to approval 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: Sales of plastic packaging containers and tool products for food; Sales of special packaging equipment; Sales of mechanical equipment; Sales of special electronic equipment; Sales of special equipment for environmental protection; Sales of gas and liquid separation and purification equipment; Mechanical equipment leasing; Sales of industrial textile products; Daily mask (non-medical) production; Daily mask (non-medical) sales; Production of labor protection articles; Sales of labor protection articles; Non residential real estate leasing. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license).
2. Main financial indicators
The main financial information of Shandong Bihai packaging materials Co., Ltd. in recent two years is as follows:
Unit: RMB
Financial indicators 2020 first three quarters of 2021
Total assets 853745417.80 776934316.48
Total liabilities 467338830.83 446105556.33
Net assets 386406586.97 330828760.15
Operating income 665683756.28 687340333.12
Net profit 55577826.82 46718145.31
(Note: the data of 2020 has been audited, and the data of the first three quarters of 2021 has not been audited) 3. Equity structure
Shandong Bihai packaging materials Co., Ltd. is a wholly-owned subsidiary of the company, and the company holds 100% of its equity before and after this guarantee.
4. Through the inquiry of China executive information disclosure network, the guaranteed Shandong Bihai packaging materials Co., Ltd. is not lost
1. Basic information
Name of the guaranteed: Shandong Bihai Machinery Technology Co., Ltd
Registered address: No. 000349, Chengxi fifth road, Junan County, Linyi City, Shandong Province
Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Date of establishment: December 26, 2014
Legal representative: Li Shanhong
Registered capital: 60 million yuan
Business scope: research and development of new technologies and materials; Production and sales: water treatment equipment, beverage equipment, filling equipment, air purifier, sterilization equipment, medical labor protection mask machine series, motor, electrical equipment and its parts; Equipment leasing (except those prohibited by the state for the above business items; those that need to be licensed for production and operation must be produced and operated with a license); Import and export of goods and Technology (except for projects prohibited by laws and administrative regulations; projects restricted by laws and administrative regulations can be operated only after obtaining permission). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
2. Main financial indicators
The main financial information of Shandong Bihai Machinery Technology Co., Ltd. in recent two years is as follows:
Unit: RMB
Financial indicators 2020 first three quarters of 2021
Total assets 225727030.43 356779561.74
Total liabilities 110881555.52 229455386.35
Net assets 114845474.91 127324175.39
Operating income 118104456.21 124249137.30
Net profit 10199316.95 12478700.48
(Note: the data of 2020 has been audited, and the data of the first three quarters of 2021 has not been audited) 3. Equity structure: Shandong Bihai Machinery Technology Co., Ltd. is a wholly-owned subsidiary of the company.
4. According to the inquiry of China execution information disclosure network, the guaranteed Shandong Bihai Machinery Technology Co., Ltd. is not a dishonest executee.
(III) Bihai packaging (Huai’an) Co., Ltd
1. Basic information
Name of the guaranteed: Bihai packaging (Huai’an) Co., Ltd
Registered address: Room 301, No. 60, Huaxi Road, economic development zone, Huai’an District, Huai’an City
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Date of establishment: February 8, 2022
Legal representative: Li Shanhong
Registered capital: 50 million yuan
Business scope: licensed items: packaging and decoration printing; Production of plastic packaging containers and tool products for food; Installation, transformation and repair of special equipment (items that must be approved according to law can only be carried out after being approved by relevant departments, and the specific business items shall be subject to the approval results) general items: packaging services; Manufacturing of special packaging equipment; Sales of plastic packaging containers and tool products for food; Sales of special packaging equipment; Sales of mechanical equipment; Manufacturing of special electronic equipment; Sales of special electronic equipment; Manufacturing of special equipment for environmental protection; Sales of special equipment for environmental protection; Pure gas and separation equipment; Sales of gas and liquid separation and purification equipment; Professional design services; Industrial design services; General mechanical equipment installation services; Mechanical equipment leasing; Research and development of new material technology; New material technology promotion services; Import and export of goods; Technology import and export; Maintenance of electronic and mechanical equipment (excluding special equipment) (except for the items subject to approval according to law, carry out business activities independently according to law with the business license).
2. Main financial indicators: Bihai packaging (Huai’an) Co., Ltd. was just established on February 8, 2022, and there is no relevant financial information.
3. Equity structure: Bihai packaging (Huai’an) Co., Ltd. is a wholly-owned subsidiary of the company.
4. According to the inquiry of China execution information disclosure network, the guaranteed Bihai packaging (Huai’an) Co., Ltd. is not a dishonest executee.
3、 Main contents of the guarantee agreement
1. Guarantor: Kunshan Kinglai Hygienic Materials Co.Ltd(300260) ;
2. Details of creditors and guarantee amount are as follows:
No. name of bank applying for guarantee amount of guarantee (RMB 10000) remarks
1 enterprise bank (China) Co., Ltd. Qingdao Branch 3500.00 Shandong Bihai packaging materials Co., Ltd
2 Industrial And Commercial Bank Of China Limited(601398) Junan sub branch 3000.00 Shandong Bihai Machinery Technology Co., Ltd
3 Rizhao Bank Co., Ltd. Linyi Junan sub branch 16000.00 Shandong Bihai packaging materials Co., Ltd
4 Qilu Bank Co.Ltd(601665) Linyi Junan sub branch 8000.00 Shandong Bihai packaging materials Co., Ltd
5 China Everbright Bank Company Limited Co.Ltd(601818) Linyi Branch 3000.00 Shandong Bihai packaging materials Co., Ltd
6 Agricultural Bank Of China Limited(601288) Kunshan branch 5000.00 Bihai packaging (Huai’an) Co., Ltd
7 Industrial And Commercial Bank Of China Limited(601398) Kunshan branch 3000.00 Bihai packaging (Huai’an) Co., Ltd
8 China Construction Bank Corporation(601939) Kunshan branch 3000,00 Bihai packaging (Huai’an) Co., Ltd
Total 44500.00
3. Guarantee method: joint and several liability guarantee;
4. Guarantee period: it shall be determined according to the actual date of each guarantee, relevant laws and regulations and the agreement of both parties.
This guarantee provides joint and several liability guarantee for the company to apply for comprehensive credit from the bank for the above subsidiaries. The credit and guarantee matters shall be subject to the officially signed guarantee agreement. The specific financing amount will be determined according to the actual needs of the company, and the board of directors of the company will not form a resolution one by one. The specific credit varieties and line allocation, credit term, interest rate and rate of specific credit business and other conditions related to mortgage and guarantee under the credit line shall be determined by the company, wholly-owned subsidiaries and their subsidiaries through negotiation with the credit bank.
4、 Opinions of the board of directors
On February 24, 2022, the ninth meeting of the Fifth Board of directors of the company passed the above proposal. The board of Directors believes that the company is in good operation and is fully capable of repaying the loan. The financial risk of the company’s guarantee is within the company’s control and will not have an adverse impact on the company.
The above behaviors do not violate the CSRC announcement [2022] No. 26 “guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies”, which is conducive to supporting the sustainable and healthy development of the company’s operation and business.
As the guarantee amount of this external guarantee accounts for 39.84% of the company’s latest audited net assets, exceeds 10% of the company’s latest audited net assets, and accounts for 81.91% of the company’s latest audited net assets for 12 consecutive months, exceeds 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan, In addition, the guarantee amount within 12 consecutive months accounts for 39.27% of the company’s latest audited total assets, exceeding 30% of the company’s latest audited total assets. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) and the articles of association, it shall be submitted to the general meeting of shareholders for deliberation, Therefore, this external guarantee can only be implemented after being submitted to the general meeting of shareholders of the company for deliberation and approval.
5、 Opinions of the board of supervisors
The company provides guarantee for the wholly-owned subsidiary and its subsidiaries to apply for bank credit, which is conducive to alleviating the shortage of funds. The financial risk of this guarantee is within the company’s control
