Securities code: 688199 securities abbreviation: Tianjin Jiuri New Materials Co.Ltd(688199) Announcement No.: 2022-005 Tianjin Jiuri New Materials Co.Ltd(688199)
Announcement on providing guarantee amount for wholly-owned subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
The name of the guaranteed and whether it is a related party of the listed company: the guaranteed are Tianjin jiuruixianghe Trading Co., Ltd. (hereinafter referred to as jiuruixianghe), Tianjin Jiuyuan New Material Technology Co., Ltd. (hereinafter referred to as Jiuyuan Technology), Inner Mongolia Tianjin Jiuri New Materials Co.Ltd(688199) Material Co., Ltd. (hereinafter referred to as Inner Mongolia jiuri) and Hunan Tianjin Jiuri New Materials Co.Ltd(688199) Material Co., Ltd. (hereinafter referred to as Hunan jiuri), The above-mentioned guarantors are wholly-owned subsidiaries of Tianjin Jiuri New Materials Co.Ltd(688199) (hereinafter referred to as the company).
The amount of this guarantee and the balance of the guarantee actually provided for it: the company expects to provide a total amount of guarantee for the above wholly-owned subsidiaries of no more than RMB 75 million (including equivalent foreign currencies), including the balance of guarantee for the above wholly-owned subsidiaries up to the disclosure date of this announcement. The above guarantee amount is the maximum guarantee amount, It is valid for 12 months from the date of deliberation and approval by the board of directors of the company and can be used on a rolling basis. As of the disclosure date of this announcement, the guarantee balance actually provided by the company for the above wholly-owned subsidiaries was 414681800 yuan.
Whether there is counter guarantee in this guarantee: No.
This guarantee does not need to be submitted to the general meeting of shareholders for deliberation.
1、 Overview of guarantee
(I) basic information of guarantee
In order to meet the capital needs of daily operation and business development of the company’s wholly-owned subsidiaries jiuruixianghe, Jiuyuan technology, Inner Mongolia jiuri and Hunan jiuri, and ensure the smooth development of their business, the company plans to Inner Mongolia jiuri and Hunan jiuri provide guarantee when applying for comprehensive credit line from the bank to carry out working capital loan (including foreign currency working capital loan), project loan, M & a loan, bank acceptance bill, letter of guarantee, letter of credit, mortgage and pledge loan, bill advance, factoring and other related businesses according to the actual capital demand (the specific business types shall be subject to the approval opinions of relevant banks), The total amount to be guaranteed is RMB 75 million (including the equivalent foreign currency), and the aforesaid guarantee amount is the maximum guarantee amount (including the guarantee balance existing until the date of the meeting of the board of directors), which is valid for 12 months from the date of deliberation and approval of the board of directors and can be used on a rolling basis.
(II) internal decision-making procedures for the performance of this guarantee and procedures to be performed
On February 25, 2022, the company held the 19th meeting of the 4th board of directors, and deliberated and adopted the proposal on providing guarantee amount for wholly-owned subsidiaries with 9 affirmative votes, 0 negative votes and 0 abstention votes; The 16th meeting of the 4th board of supervisors was held on the same day, and the proposal on providing guarantee amount for wholly-owned subsidiaries was considered and adopted by 3 votes in favor, 0 votes against and 0 abstentions. This guarantee does not need to be considered by the general meeting of shareholders.
2、 Basic information of the guaranteed
(I) basic information of the guaranteed
1. Jiu Ruixiang and
Date of establishment: September 8, 2011
Legal representative: Zhao Guofeng
Registered capital: 50 million yuan
Address: No. 22, Shuangchen Middle Road, Beichen economic and Technological Development Zone, Beichen District, Tianjin (2nd floor, office building of jiuri Chemical Co., Ltd.)
Business scope: Wholesale and retail of chemicals (excluding dangerous goods and easily made drugs), daily necessities, paper products, arts and crafts, hardware, electricity, electronic products, communication equipment, instruments and meters, wires and cables, plastic products, metal products, cultural office supplies and cultural office machinery; Import and export of goods and technology. (if the above business scope involves industrial license, it shall be operated within the validity period with the license. If the state has special franchise provisions, it shall be handled in accordance with the provisions.)
Equity structure: Tianjin Jiuri New Materials Co.Ltd(688199) holds 100.00% equity
Whether there are major contingencies affecting the guaranteed’s solvency: No
Whether it is a dishonest executee: no
2. Jiuyuan Technology
Date of establishment: December 20, 2017
Legal representative: Zhang Qi
Registered capital: 50 million yuan
Address: 302, block B, No. D12, East District, No. 1, Xuefu West Road, Xiqing Xuefu Industrial Zone, Tianjin
Business scope: new material technology development, technology transfer, technical consultation and technical services; New material information consultation; Business information consultation; Intellectual property agency services; Import and export of goods or technologies (excluding those prohibited by the state or involving administrative examination and approval); Wholesale and retail (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure: Tianjin Jiuri New Materials Co.Ltd(688199) holds 100.00% equity
Whether there are major contingencies affecting the guaranteed’s solvency: No
Whether it is a dishonest executee: no
3. Inner Mongolia jiuri
Date of establishment: July 12, 2019
Legal representative: Sun Jianzhong
Registered capital: 150 million yuan
Address: Metallurgical and chemical industry zone, Linxi Industrial Park, Chifeng City, Inner Mongolia Autonomous Region
Business scope: manufacturing, processing, consulting and sales of chemical products (excluding dangerous chemicals) (if the above business scope involves industrial license, it shall be operated within the validity period with the license, and if the state has special franchise regulations, it shall be handled in accordance with the regulations).
Equity structure: Tianjin Jiuri New Materials Co.Ltd(688199) holds 100.00% equity
Whether there are major contingencies affecting the guaranteed’s solvency: No
Whether it is a dishonest executee: no
4. Hunan jiuri
Date of establishment: January 22, 2015
Legal representative: Hu zufei
Registered capital: 150 million yuan
Address: No. 99, Maozhou plot, Hongjiang Industrial Park, Huaihua City
Business scope: 2-hydroxy-2-methyl-1-phenyl-1-acetone, N, N-dimethylacrylamide, 1-hydroxycyclohexylphenyl ketone, 2-methyl-1 – (4-methylthiophenyl) – 2-morpholine-1-acetone, 1 – (4-morpholinylphenyl) – 1-butanone, 4-phenylbenzophenone, 2,4,6-trimethylbenzoylphenyl ethyl phosphate, acryloylmorpholine, N, N, n-dimethylaminopropylacrylamide Cyclohexyl chloride, monochloroethane, trimethylbenzoyl chloride, 2-methyl-1-phenyl-1-acetone, phenyl cyclohexyl ketone, 1 – (4-chlorophenyl) – 2-methyl-1-
Acetone, 1 – (4-chlorophenyl) – 2-methyl-2-chloro-1-acetone, 1 – (4-chlorophenyl) – 2-methyl-2 – (4)-
Morpholinyl) – 1-acetone, benzoin dimethyl ether, methyl phthalate, p-dimethylaminobenzoic acid
Ethyl ester, isooctyl p-dimethylaminobenzoate, 2-chloro-2-methyl-1-phenyl-1-acetone, 1-chlorocyclohexyl benzene
Methyl ketone, benzoyl benzoic acid, 2,4,6-trimethylbenzoyl diphenylphosphine oxide, 2,4,6-
Trimethylbenzaldehyde, diethyl phenylphosphite, sodium chloride, aluminum chloride, sodium sulfate, polyaluminium chloride, bicyclic
Hexyl ketone, phosphite, methanol, hydrochloric acid, isobutyryl chloride, diisopropyl ketone, and photoinitiator series
Production, processing and sales of products.
(phosphite, methanol, hydrochloric acid, isobutyryl chloride, diisopropyl ketone,
The work safety license is valid until September 24, 2023) (projects subject to approval according to law shall be approved by relevant authorities
Business activities can only be carried out after approval by the Department)
Equity structure: Tianjin Jiuri New Materials Co.Ltd(688199) holds 100.00% equity
Whether there are major contingencies affecting the guaranteed’s solvency: No
Whether it is a dishonest executee: no
(II) main financial indicators of the guaranteed party in the latest year and period
Unit: 10000 yuan
December 31, 2020
Company name net profit after deducting non recurring total assets and liabilities total net assets operating income net profit profit profit and loss
Jiuruixiang and 24201.88 23477.40 724.48 58754.68 30.95 35.03
Jiuyuan technology 17869.41 19068.45 -1199.04 27674.89 -1237.14 -1237.44
Inner Mongolia jiuri 17178.52 7508.54 9669.98 — 280.71 -280.71
Hunan jiuri 57890.91 9767.50 48123.42 39861.12 12389.73 11565.67
The above main financial index data for 2020 have been reviewed by Dahua Certified Public Accountants (special general partnership)
The accounting firm is qualified for securities and futures business.
Unit: 10000 yuan
September 30, 2021 January September 2021
Company name net profit after deducting non recurring total assets and liabilities total net assets operating income net profit profit profit and loss
Jiuruixiang and 23650.97 17421.90 6229.07 48421.82 704.60 705.11
Jiuyuan technology 21635.94 18214.81 3421.13 34591.85 -181.15 -181.19
Inner Mongolia jiuri 41972.88 16527.77 25445.11 — 224.87 -264.05
Hunan jiuri 53588.13 16601.45 36986.67 37785.36 7067.45 6703.40
The above major financial indicators for the first three quarters of 2021 have not been audited.
3、 Main contents of the guarantee agreement
At present, the company has not signed the relevant guarantee agreement, and the specific guarantee matters within the above limit shall be handled by the company
The board of directors authorizes the chairman of the company to sign agreements and other related matters with relevant institutions on behalf of the company, which does not need to be held separately
Relevant meetings and relevant resolutions shall be formed one by one.
4、 Reasons and necessity of guarantee
The company’s wholly-owned subsidiaries jiuruixianghe, Jiuyuan technology, Inner Mongolia jiuri and Hunan jiuri
International capital demand is to apply for a comprehensive credit line from the bank to carry out working capital loans (including foreign currency working capital loans)
Project loan, M & a loan, bank acceptance bill, letter of guarantee, letter of credit, mortgage and pledge loan, documentary bill
Provide guarantee for factoring and other related businesses (the specific business types shall be subject to the approval opinions of relevant banks), which is conducive to
Improve the overall financing efficiency of the company and meet the daily operation capital needs of all business segments of the company. All the above wholly-owned subsidiaries
The company has stable production and operation, no overdue guarantee, controllable guarantee risk and no damage to the interests of the company and shareholders
Beneficial situation.
5、 Opinions of the board of directors
On February 25, 2022, the company held the 19th meeting of the 4th board of directors, and the directors present agreed
The proposal on providing guarantee for wholly-owned subsidiaries.
The independent directors of the company believe that the guarantee amount provided by the company for the wholly-owned subsidiary is to meet the needs of the wholly-owned subsidiary
Capital needs for daily operation and business development to ensure the smooth development of its business, which is conducive to the long-term development of the wholly-owned subsidiary
Development, controllable risk, in line with the overall interests of the company, without harming the company and shareholders, especially small and medium-sized shareholders
Interest situation. The decision-making procedure of this matter complies with relevant laws, regulations and rules such as the company law and the securities law
Provisions of the articles of association.
Therefore, we agree to the proposal on providing guarantee for wholly-owned subsidiaries.
