Securities code: Fujian Sanmu Group Co.Ltd(000632) securities abbreviation: Fujian Sanmu Group Co.Ltd(000632) Announcement No.: 202214
Fujian Sanmu Group Co.Ltd(000632)
Announcement on external guarantee
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.
Special risk tips
Up to now, the total amount of external guarantee of the company and its holding subsidiaries has exceeded 100% of the company's latest audited net assets, and the guarantee amount of guarantee objects with asset liability ratio of more than 70% has exceeded 50% of the company's latest audited net assets. Investors are requested to pay full attention to the guarantee risk.
1、 Overview of guarantee
(I) guarantee
Fujian Sanmu Group Co.Ltd(000632) (hereinafter referred to as "the company") is a wholly-owned subsidiary of Fujian Sanmu construction and Development Co., Ltd. (hereinafter referred to as "Fujian Sanmu construction and development") to apply to China Everbright Bank Company Limited Co.Ltd(601818) Fuzhou branch for a credit line of 160 million yuan to provide guarantee for a period of one year.
Within the scope of the above guarantee amount, the financial institutions and specific guarantee conditions involved in this guarantee (including providing real estate, land or other real estate under the name of the company or holding subsidiaries as collateral, providing right pledge and providing joint and several liability guarantee) shall be subject to the actual contract signed. The details are as follows (unit: 10000 yuan)
No. guaranteed credit amount and guarantee period of the guaranteed party's financial institution
1 Fujian Sanmu Jianfa China Everbright Bank Company Limited Co.Ltd(601818) Fuzhou branch 16000 one year
Total 16000
(II) guarantee approval
On June 1, 2021 and June 17, 2021, the company held the 30th meeting of the ninth board of directors and the third extraordinary general meeting of shareholders in 2021 respectively, deliberated and approved the proposal on the company's 2021 annual guarantee plan, and agreed that the guarantee amount of the company's total plan in 2021 was RMB 5.486.1 billion, of which the company was a wholly-owned subsidiary with an asset liability ratio of more than 70% The planned guarantee amount provided by holding subsidiaries is no more than 4.826.5 billion yuan, and the planned guarantee amount provided by the company for wholly-owned subsidiaries and holding subsidiaries with asset liability ratio of no more than 70% is no more than 659.6 million yuan. The guarantee amount can be adjusted among similar guarantee objects, and the actual guarantee amount, type and term shall be subject to the contract. Within the scope of the annual estimated guarantee limit plan, the company will approve and manage all guarantee matters according to the principle of prudence. For details, see announcement 202128.
This guarantee is implemented within the above guarantee plan. According to the company's 2021 annual guarantee plan, the planned guarantee amount provided by the company for Fujian Sanmu Construction Development Co., Ltd., a wholly-owned subsidiary, is 1401.5 million yuan. At present, 1217 million yuan has been actually used. After the implementation of this guarantee, the remaining guarantee amount available is 24.5 million yuan.
The details are as follows (unit: 10000 yuan):
Company name September 30, 2021 actual use of guarantee in 2021, including the remaining available in this announcement
The daily asset liability ratio plan quota guarantee amount uses the guarantee quota guarantee quota
Fujian Sanmu Jianfa 87.88% 1401501217001377002450
2、 Basic information of the guaranteed
(I) Company Name: Fujian Sanmu Construction Development Co., Ltd
(II) date of establishment: August 17, 1999;
(III) registered capital: RMB 152 million;
(IV) place of registration: 401, research and test complex building, Fujian Overseas Students Pioneer Park, No. 108, Jiangbin East Avenue, Mawei District, Fuzhou (in the pilot Free Trade Zone);
(V) legal representative: Wang Qingfeng;
(VI) business scope: real estate intermediary, commercial housing consignment, real estate market information and business consulting; Methanol, vinyl acetate, styrene, o-xylene, p-xylene and m-xylene (operation without storage place (bill wholesale)); Wholesale operation of building materials, household appliances, metal materials, chemical raw materials (excluding dangerous goods), coal, fuel oil (excluding refined oil and dangerous chemicals), chemical fertilizer, daily necessities, textiles and clothing; Wholesale of fish meal, feed, vegetable oil, grain and oil products; Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies limited by the state or prohibited by the state; It is engaged in processing of imported materials and "three supplies and one subsidy" business, counter trade and entrepot trade; Wholesale of other mechanical equipment and electronic products; Wholesale of other metals and metal ores; Wholesale of other non-metallic minerals and products; Wholesale of electrical equipment; Other unlisted wholesale businesses.
(VII) shareholders: the company holds 100% of its equity in combination;
The guaranteed party Fujian Sanmu Construction Development Co., Ltd. is a wholly-owned subsidiary of the company, and its credit status is good. It is not a dishonest executee.
(VIII) financial data of the latest year
As of December 31, 2020, the total assets were 229668487793 yuan, the total liabilities were 198549850287 yuan and the net assets were 31118637506 yuan; From January to December 2020, the operating revenue was 315485650116 yuan and the net profit was 1642338757 yuan.
As of September 30, 2021, the total assets are 265094680487 yuan, the total liabilities are 232959161988 yuan and the net assets are 32135518499 yuan; From January to September 2021, the operating revenue was 248893183480 yuan and the net profit was 1018288188 yuan.
3、 Main contents of the agreement to be signed for this transaction
The company provides guarantee for the wholly-owned subsidiary Fujian Sanmu Jianfa to apply for a credit line of 160 million yuan from China Everbright Bank Company Limited Co.Ltd(601818) Fuzhou branch, with a guarantee period of 1 year.
The guarantee scope of the above agreement is the principal, interest (including default interest and compound interest), liquidated damages, damages and expenses for creditors to realize their creditor's rights under the main contract. The specific terms are subject to the contract signed by all parties.
4、 Opinions of the board of directors
The 30th meeting of the ninth board of directors of the company deliberated and adopted the proposal on the guarantee plan for 2021. The board of Directors believes that the above guarantee plan is to meet the financing needs of the company in the operation process of 2021, and will not have an adverse impact on the company and its sustainable operation ability.
When providing guarantee for wholly-owned subsidiaries and holding subsidiaries, the company, as the controlling shareholder, has absolute control over the daily business activities of wholly-owned subsidiaries and holding subsidiaries, the financial risk is within the company's control, and has good solvency. The guarantee risk is small, which will not have an adverse impact on the production and operation of the company and subsidiaries, and the risk is controllable. For the guarantee provided to the non wholly-owned subsidiary, the company and other shareholders will provide guarantee according to the equity ratio or take counter guarantee and other measures to control the risk. If other shareholders cannot provide guarantee according to the equity ratio or provide corresponding counter guarantee, the non wholly-owned subsidiary will provide counter guarantee. The guaranteed party has good solvency and small guarantee risk, which will not have an adverse impact on the production and operation of the company, and the risk is controllable. The 2021 guarantee plan does not harm the interests of the company and investors, especially small and medium-sized investors.
This guarantee is within the scope of authorization of the company's 2021 annual guarantee plan. The guaranteed party Fujian Sanmu Jianfa is a wholly-owned subsidiary of the company, which is the company's consolidated accounting reporting unit. The main financial structure is healthy and the solvency is good. The company's guarantee for Fujian Sanmu Jianfa, a wholly-owned subsidiary, is the financing needs of the company in the daily operation process, the guarantee risk is controllable and will not affect the company's sustainable operation ability, There are no circumstances that harm the interests of listed companies and shareholders.
5、 Accumulated external guarantee amount and overdue guarantee amount
As of February 28, 2022, the external guarantee balance of the company and its holding subsidiaries was 369.13 million yuan; The parent company is a wholly-owned subsidiary, and the guarantee balance is 27851151 million yuan; The parent company is the holding subsidiary, and the guarantee balance is 996675 million yuan; The total amount of the above three guarantees of the company is 4150920100 yuan, accounting for 297.77% of the company's latest audited net assets. Among the above external guarantees, there is no overdue guarantee.
6、 Documents for future reference
(I) resolutions of the 30th meeting of the ninth board of directors of the company;
(II) resolutions of the third extraordinary general meeting of shareholders of the company in 2021;
(III) draft agreement related to this transaction of the company.
It is hereby announced.
Fujian Sanmu Group Co.Ltd(000632) board of directors
March 2, 2022
