Huatai United Securities Co., Ltd
About Eastroc Beverage (Group) Co.Ltd(605499) (Group) Co., Ltd
In accordance with the measures for the administration of securities issuance and listing recommendation business and the stock listing rules of Shanghai Stock Exchange, the verification opinions on the expected guarantee amount provided for wholly-owned subsidiaries in 2022 serve as a continuous supervision and recommendation institution for the initial public offering of shares by Eastroc Beverage (Group) Co.Ltd(605499) (Group) Co., Ltd. (hereinafter referred to as ” Eastroc Beverage (Group) Co.Ltd(605499) ” or “the company”), Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “sponsor”) checked the expected amount of guarantee provided by the company to its wholly-owned subsidiaries in 2022. The specific verification conditions and opinions are as follows: I. overview of guarantee conditions
In order to meet the needs of the company’s operation and development, on the premise of ensuring standardized operation and controllable risk, the company plans to increase the total amount of guarantee for the wholly-owned subsidiary within the scope of the company’s consolidated statements from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting, which shall not exceed RMB 2.7 billion. The guarantors of this new guarantee are wholly-owned subsidiaries within the scope of the company’s consolidated statements, including but not limited to the following subsidiaries. The details of the planned new guarantee amount are as follows:
No. estimated guarantee limit of the guaranteed
1 Zhejiang Dongpeng vitamin Beverage Co., Ltd. 300 million yuan
2 Shanwei Dongpeng food and Beverage Co., Ltd. 300 million yuan
3 Shenzhen Dongpeng vitamin Beverage Co., Ltd. 80 million yuan
4 Changsha Dongpeng vitamin Beverage Co., Ltd. 300 million yuan
5 Guangzhou Dongpeng food and Beverage Co., Ltd. 200 million yuan
6. Guangdong Eastroc Beverage (Group) Co.Ltd(605499) Co., Ltd. RMB 200 million
7 Guangdong Dongpeng vitamin Beverage Co., Ltd. 200 million yuan
8 Anhui Dongpeng food and Beverage Co., Ltd. 200 million yuan
9 Nanning Dongpeng food and Beverage Co., Ltd. 100 million yuan
10 Chongqing Dongpeng vitamin Beverage Co., Ltd. 100 million yuan
Total 2700 million yuan
In order to improve the decision-making efficiency of the company, on the premise of submitting to the general meeting of shareholders for approval of the guarantee, the board of directors plans to authorize the chairman or the authorized agent designated by the chairman to determine the specific guarantee within the estimated total guarantee amount and sign relevant agreements and documents, The authorization period starts from the date of deliberation and approval of the company’s 2021 annual general meeting of shareholders to the 2022 annual general meeting of shareholders.
Within the scope of the above guarantee amount approved by the general meeting of shareholders, the company does not need to convene a separate board of directors or general meeting of shareholders to discuss the specific guarantee matters. Within the authorization period, the guarantee amount can be recycled. According to the actual business needs, when the guarantee actually occurs, Adjust the quota of different wholly-owned subsidiaries within the scope of the company’s consolidated statements (including newly established wholly-owned subsidiaries). The guarantee provided by the company and its subsidiaries for other enterprises outside the scope of the company’s consolidated statements, as well as the guarantee provided after exceeding the amount of various guarantees authorized this time, shall be separately submitted to the board of directors or the general meeting of shareholders for deliberation and approval.
The company held the 13th meeting of the second board of directors on February 25, 2022, and deliberated and passed the proposal on the prediction of guarantee amount for wholly-owned subsidiaries in 2022. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 2、 Basic information of the guaranteed
(I) basic information
1. Zhejiang Dongpeng vitamin Beverage Co., Ltd
Enterprise name: Zhejiang Dongpeng vitamin Beverage Co., Ltd. legal representative: Liu Meili
Registered address: No. 111, Donggang Road, Quzhou, Zhejiang Province
Licensed items: beverage production; Food production; Production of wine products; Road cargo transportation (excluding dangerous goods); Production of plastic packaging containers and tool products for food; Food sales (for items subject to approval according to law, business activities can be carried out only after the business scope is approved by relevant departments, and the specific business items shall be subject to the approval results). General items: non residential real estate leasing; Import and export of goods; Technology import and export; Sales of plastic packaging containers and tool products for food; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion (except for projects that must be approved according to law, business activities shall be carried out independently according to law with business license).
2. Shanwei Dongpeng food and Beverage Co., Ltd
Enterprise name: Liu Meili, legal representative of Shanwei Dongpeng food and Beverage Co., Ltd
Registered address: zhucaokeng mountain, jianzuliao village, Lianhua Mountain, Haicheng Town, Haifeng County
Wholesale of wine, beverage and tea; Manufacturing of bottled drinking water; Health food production; Sales of health food (prepackaged); Fruit and vegetable juice and fruit and vegetable beverage manufacturing; Manufacturing of milk beverage and vegetable protein beverage; Business scope: tea beverage and other beverage manufacturing; Road cargo transportation (excluding dangerous goods); Import and export of goods; Technology import and export; Food business and sales; Production of wine products; Beer manufacturing (except beer filling production lines with a production capacity of less than 10 Faw Jiefang Group Co.Ltd(000800) 00 bottles / hour); Wine making; Beverage production; Wholesale of food and beverage;
Food sales (only pre packaged food is sold). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
3. Shenzhen Dongpeng vitamin Beverage Co., Ltd
Enterprise name: Shenzhen Dongpeng vitamin Beverage Co., Ltd. legal representative: Liu Meili
Registered address: 101, No. 17, South fifth lane, shatiankeng, Tangwei community, Fenghuang street, Guangming District, Shenzhen
The general business items are: wholesale of wine, beverage and tea.
(except for the items that must be approved according to law, the business activities shall be carried out independently according to the law with the business license). The licensed business items are: bottled (canned) drinking water system
Make; Health food production; Sales of health food (prepackaged); Fruit and vegetable juice and fruit and vegetable beverage manufacturing; Manufacturing of milk beverage and vegetable protein beverage; Manufacturing of tea drinks and other beverages; Road cargo transportation (excluding dangerous goods within the scope of business); Import and export of goods; Technology import and export; Food business and sales; Production of wine products; Beer manufacturing (except beer filling production lines with a production capacity of less than 180000 bottles / hour); Wine making; Beverage production; Wholesale of food and beverage; Food sales (only pre packaged food is sold). (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
4. Changsha Dongpeng vitamin Beverage Co., Ltd
Company name: Changsha Dongpeng vitamin Beverage Co., Ltd. legal representative: Liu Meili
Registered address: No. 201-1, group E, military civilian integration technology city, No. 769, Qingzhuhu Road, Qingzhuhu street, Kaifu District, Changsha
Business scope: manufacturing of beverages, plastic packaging boxes and containers; Health food production; Beverage and food sales; House leasing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
5. Guangzhou Dongpeng food and Beverage Co., Ltd
Enterprise name: Xiao Guanghua, legal representative of Guangzhou Dongpeng food and Beverage Co., Ltd
Registered address: No. 750, Sanjiang Lisan Road, Shitan Town, Zengcheng, Guangzhou
Manufacturing of bottled drinking water; Health food manufacturing; Wholesale of health food (the specific business items shall be subject to the food business license); Retail of health food (the specific business items shall be subject to the food business license); Alcohol manufacturing; Baijiu manufacturing; Beer manufacturing; Rice wine manufacturing; Wine making; Other wine manufacturing; Business scope of fruit and vegetable juice and manufacturing of fruit and vegetable juice beverage; Manufacturing of milk beverage and vegetable protein beverage; Manufacturing of tea drinks and other beverages; Refined tea processing; Road freight transportation; Commodity wholesale trade (except for licensed and approved commodities); Import and export of goods (except for goods exclusively controlled by franchises); Technology import and export; Manufacturing of plastic packing boxes and containers; Sell the products produced by the company (except for the items prohibited by national laws and regulations; the products involving licensed operation can be operated only after obtaining the license)
6. Guangdong Dongpeng vitamin Beverage Co., Ltd
Enterprise name: Guangdong Dongpeng vitamin Beverage Co., Ltd. legal representative: Liu Meili
Registered address: daluosha Industrial Zone, Daojiao Town, Dongguan City
Production and sales: health food (beverage) and other food; Processing and production: business scope of food related products (beverage packaging containers); Import and export of goods. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
7. Anhui Dongpeng food and Beverage Co., Ltd
Enterprise name: Anhui Dongpeng food and Beverage Co., Ltd. legal representative: Liu Meili
Registered address: No. 1, Lishui Road, Chuzhou City, Anhui Province
Licensed items: food production; Beverage production; Food sales; Business scope of plastic packaging containers and tool products for food production (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments) general projects: non residential real estate leasing (in addition to licensing business, projects that are not prohibited or restricted by laws and regulations can be operated independently according to law)
8. Nanning Dongpeng food and Beverage Co., Ltd
Enterprise name: Nanning Dongpeng food and Beverage Co., Ltd. legal representative: Liu Meili
Registered address: No. 68, Minghua Road, high tech Zone, Nanning
Production and sales: health food and food (the above items shall be operated within the validity period with the license, and the specific business scope shall be subject to the approval of the examination and approval department); Production and processing: beverage packaging containers; House leasing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
9. Guangdong Eastroc Beverage (Group) Co.Ltd(605499) Co., Ltd
Enterprise name: Liu Meili, legal representative of Guangdong Eastroc Beverage (Group) Co.Ltd(605499) Co., Ltd
Registered address: No. 746, Sanjiang Lisan Road, Shitan Town, Zengcheng District, Guangzhou
Manufacturing of plastic packing boxes and containers; Plastic products manufacturing; Technical service, technical development, technical consultation and technical cooperation
Business scope: technology exchange, technology transfer and technology promotion; Beverage production; Health food production; Sales of health food; Food business; Production of wine products; Liquor business; Road cargo transportation (excluding dangerous goods); Road freight transportation (network freight); Import and export of goods; Technology import and export; Food and Beverages
10. Chongqing Dongpeng vitamin Beverage Co., Ltd
Enterprise name: Chongqing Dongpeng vitamin Beverage Co., Ltd. legal representative: Xiao Guanghua
Registered address: No. 18, alcheng Avenue, Xipeng Town, Jiulongpo District, Chongqing
Licensed items: health food production, health food sales, beverage production, tea products production (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 documents or licenses of relevant departments within the business scope) general items: Production and processing of beverage packaging containers,
Housing lease, non residential real estate lease (except for projects that must be approved according to law, carry out business activities independently according to law with business license)
(II) as of December 31, 2021, the financial indicators of the guaranteed are shown in the following table:
Unit: RMB 10000
No. total assets total liabilities current liabilities net assets total operating income net profit of the guaranteed
1 Zhejiang Dongpeng vitamin 150.00 150.00 150.00
