Tianfeng Securities Co.Ltd(601162)
About J.S.Corrugating Machinery Co.Ltd(000821)
Verification opinions on the expected amount of external guarantee in 2022
Tianfeng Securities Co.Ltd(601162) (hereinafter referred to as ” Tianfeng Securities Co.Ltd(601162) ” or “sponsor”) as a sponsor of J.S.Corrugating Machinery Co.Ltd(000821) (hereinafter referred to as ” J.S.Corrugating Machinery Co.Ltd(000821) ” or “company”) in the continuous supervision stage of non-public offering of shares, In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange and other relevant provisions, the expected matters of external guarantee amount in J.S.Corrugating Machinery Co.Ltd(000821) 2022 have been verified. The specific verification conditions and opinions are as follows:
1、 Overview of guarantee
According to the business development and fund use plan of the subsidiaries of J.S.Corrugating Machinery Co.Ltd(000821) (hereinafter referred to as ” J.S.Corrugating Machinery Co.Ltd(000821) ” or “the company”), in order to ensure that the subsidiaries of the company Huizhou Sanxie Precision Co., Ltd. (hereinafter referred to as “Sanxie precision”) and Wuhan Jingshan Silk Road paper packaging supply chain Co., Ltd. (hereinafter referred to as “Jingshan Silk Road”) Hubei Jingjun Auto Parts Co., Ltd. (hereinafter referred to as “Hubei Jingjun”), Jingyuan International Investment Development Co., Ltd. (hereinafter referred to as “Jingyuan international”), Wuhan deep-sea Yizhi Technology Co., Ltd. (hereinafter referred to as “deep-sea Yizhi”), Wuhan baizhida Technology Co., Ltd. (hereinafter referred to as “baizhida”) Wuhan Jingfeng Technology Co., Ltd. (hereinafter referred to as “Wuhan Jingfeng”) and Qinhuangdao Shengcheng automation equipment Co., Ltd. (hereinafter referred to as “Qinhuangdao Shengcheng”) applied to business related parties (including but not limited to banks, financial institutions, etc., hereinafter referred to as “business related parties”) for the successful completion of credit extension. According to the actual situation of daily operation and capital demand of subsidiaries of the company, It is planned to provide a guarantee of no more than RMB 260 million in 2022. The actual amount, type and duration of the guarantee are subject to the contract, and the guarantee method is the maximum joint and several liability guarantee. Among them, the asset liability ratio of Jingyuan international, baizhida and Qinhuangdao Shengcheng exceeds 70%. Hubei Jingjun is an affiliated party of the company. The guarantee has been deliberated and approved by more than two-thirds of the non affiliated directors who attended the 13th meeting of the 10th board of directors. The independent directors have issued their prior approval opinions and agreed independent opinions, which need to be submitted to the general meeting of shareholders of the company for deliberation.
The expected guarantee limit is valid for one year from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. The chairman of the company is authorized to decide on the specific guarantee matters within the above limit and will not hold another board of directors or general meeting of shareholders. For guarantees beyond the above guarantee objects and limits, the company will perform the decision-making procedures separately according to relevant regulations.
2、 Details of this guarantee amount
As of the end of 2022, the guarantee amount of the guarantor and the guaranteed party accounts for whether the company is the guarantor or not, the shareholding ratio of the guaranteed party before the latest period, the guarantee degree of the guarantee department in the latest period (%) the balance of assets and liabilities (10000 amount (10000 audited net assets ratio guarantee rate (%) yuan) in the latest period (%)
J.S.Corrugating Machinery Co.Ltd(000821) Sanxie precision 100 43.82375257140006.13 no
J.S.Corrugating Machinery Co.Ltd(000821) Jingshan Silk Road 100 59.921 Ping An Bank Co.Ltd(000001) 000 0.44 no
J.S.Corrugating Machinery Co.Ltd(000821) Hubei Jingjun 50 57.67283 Xj Electric Co.Ltd(000400) 0 1.75 yes
J.S.Corrugating Machinery Co.Ltd(000821) Jingyuan international 100 85.05 470.001500 0.66 no
J.S.Corrugating Machinery Co.Ltd(000821) deep sea game intelligence 100 62.53 973.971000 0.44 no
J.S.Corrugating Machinery Co.Ltd(000821) baizhida 70 123.151 Ping An Bank Co.Ltd(000001) 000 0.44 no
J.S.Corrugating Machinery Co.Ltd(000821) Wuhan Jingfeng 63.08 16.611 Ping An Bank Co.Ltd(000001) 00044 no
Shengcheng photovoltaic Qinhuangdao sheng70 90.68 – 2500 1.09 no
Total 11026542 Huaneng Power International Inc(600011) .38-
3、 Basic information of the guaranteed
1. Name of the guaranteed: Huizhou Sanxie Precision Co., Ltd
Registered capital: RMB 80 million
Date of establishment: November 6, 2001
Legal representative: Wang Wei
Business term: long term
Business scope: Hardware stamping and precision injection parts of electronic and electrical appliances and automotive products, as well as technical development, technical service, production and sales of hardware injection molds, CD players, VCD players, DVD players, recording and playback movement, micro motors and automation equipment, software development and sales, import and export of goods or technologies. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Address: No. 1, Huihuan Industrial Zone, Huihuan office, Huizhou City
Equity structure: J.S.Corrugating Machinery Co.Ltd(000821) holding 100%.
Assets and operation of Sanxie precision in the latest year and another period
Unit: Yuan
December 31, 2020 September 30, 2021
Total assets 5302835665149917906180
Total liabilities 2488557086721874480306
Including: total current liabilities 2479632764621038491970
Including: total bank loans 1000000000-
Total amount involved in contingencies —
Asset liability ratio 46.93% 43.82%
Net assets: 2814278578428043425874
Project 2020 January September 2021
Total operating income 3515685808022763278417
Total profit 1302405158 -78630279
Net profit 1465675409 -99359910
Note: the above data for 2020 has been audited by an accounting firm, and the data for the third quarter of 2021 has not been audited.
So far, Sanxie precision has no situation that may lead to the existence of contingent liabilities of the company. The credit rating of Sanxie precision bank is a, the credit condition is good, and it is not the person who is dishonest.
2. Name of the guaranteed: Wuhan Jingshan Silk Road paper packaging supply chain Co., Ltd
Address: room 205 and 206, building B, No. 22, Jiangxing Road, Jianghan Economic Development Zone, Wuhan
Legal representative: Huang Junjie
Registered capital: ten million yuan only
Date of establishment: May 10, 2017
Business term: long term
Business scope: licensed items: food business; Import and export agency; Import and export of goods; Technology import and export (for projects that must be approved 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: supply chain management services; General mechanical equipment installation services; Repair of special equipment; Sales of building materials; Sales of metal materials; Sales of chemical products (excluding licensed chemical products); Sales of paper products; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Sales of electronic components and electromechanical components and equipment; Manufacturing of special equipment (only for branches) (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Equity structure: J.S.Corrugating Machinery Co.Ltd(000821) holding 100%.
Assets and operation of Jingshan Silk Road in recent years
Unit: Yuan
December 31, 2020 September 30, 2021
Total assets 84838151943124517268
Total liabilities 73598558371872084283
Including: total current liabilities 73598558371872084283
Including: total bank loans 12354 Ping An Bank Co.Ltd(000001) 000000000
Total amount involved in contingencies —
Asset liability ratio 86.75% 59.92%
Net assets 11239593571252432985
Project 2020 January September 2021
Total operating income 3439777399813696629951
Total profit 82488377259678926
Net profit 72046309191379124
Note: the above data for 2020 has been audited by an accounting firm, and the data for the third quarter of 2021 has not been audited. So far, Jingshan silk road has no situation that may lead to the existence of contingent liabilities of the company. The credit rating of Jingshan Silk Road bank is a, the credit situation is good, and it is not the person who is dishonest.
3. Name of the guaranteed: Hubei Jingjun Auto Parts Co., Ltd
Address: Xinyang Avenue, Jingshan Economic Development Zone
Legal representative: Li Jian
Registered capital: 50 million yuan
Date of establishment: April 12, 2011
Business term: April 12, 2011 to April 12, 2041
Business scope: technology research and development, production and processing, sales and after-sales service of auto parts and various mechanical castings; Import and export of goods (excluding goods prohibited or restricted by the state). (projects that must be approved according to law can be carried out only after being approved by relevant departments
