Zhongtian Guofu Securities Co., Ltd
About Tangrenshen Group Co.Ltd(002567)
Verification opinions on external guarantee provided by subsidiaries
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “Zhongtian Guofu securities” or “recommendation institution”) as a recommendation institution for continuous supervision of Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as ” Tangrenshen Group Co.Ltd(002567) ” or “company”) non-public offering of shares, in accordance with the administrative measures for securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange In accordance with the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business, the guidelines for standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and other relevant provisions, the Tangrenshen Group Co.Ltd(002567) subsidiary has carefully verified the external guarantee provided by the subsidiary, and the verification opinions are as follows:
1、 Overview of guarantee
1、 The company’s subsidiary Shandong Hemei Group Co., Ltd. (hereinafter referred to as “Shandong Hemei”) intends to be the farmers (pigs, poultry, aquatic products, etc.), dealers and raw material suppliers of Shandong Hemei and its subsidiaries at all levels (hereinafter referred to as “guarantee objects”) ）Provide joint and several liability guarantee for financing of banks and other financial institutions. The total maximum guarantee amount shall not exceed 130 million yuan in 2022 and 2023 respectively. The maximum guarantee amount is valid from the date of adoption by the general meeting of shareholders to December 31, 2023. Within the above amount, Shandong Hemei can carry out rolling operation within the maximum guarantee amount.
2、 The company’s subsidiary Hunan Danong Financing Guarantee Co., Ltd. (hereinafter referred to as “Danong guarantee”) is intended to be the company and its subsidiaries at all levels, farmers (pigs, poultry, aquatic products, etc.), distributors and raw material suppliers in the whole pig industry chain (hereinafter referred to as “guarantee object”) ）Provide joint and several liability guarantee for bank financing. The total maximum guarantee amount shall not exceed 80 million yuan. The effective use period of the maximum guarantee amount shall be from the date of adoption by the general meeting of shareholders to December 31, 2022. Within the above amount, Dannong guarantee can be rolled within the maximum guarantee amount.
3. The above guarantees are not related party transactions, and the matter needs to be approved by the general meeting of shareholders.
2、 Basic information of the guarantor
(i) Shandong Hemei Group Co., Ltd
1. Company name: Shandong Hemei Group Co., Ltd
2. Type: limited liability company
3. Unified social credit Code: 913716007850362488r
4. Legal representative: Liu Yilin
5. Registered capital: 130 million yuan
6. Date of establishment: January 20, 2006
7. Address: Hemei Industrial Park, No. 8, Daji Road, Huimin County, Binzhou City, Shandong Province
8. Business scope: meat duck breeding; Compound feed (livestock and poultry, aquatic products, young livestock and poultry, breeding livestock and poultry); production and sales of concentrated feed (livestock and poultry, aquatic products, young livestock and poultry, breeding livestock and poultry); vitamin premixed feed (livestock and poultry aquatic products, ruminants); trace element premixed feed (livestock and poultry aquatic products, ruminants); composite premixed feed (livestock, poultry, aquatic products and ruminants) production and sales; grain purchase; operating with branches at the lower limit: feed processing and sales; production and sales of disinfectants (solid) / insecticides (solid), non chlorine disinfectants (liquid) / insecticides (liquid), powders / premixes / powders, granules, tablets and oral solutions; processing and sales of aquatic products and poultry meat products (the term of validity shall be subject to the license); research and development of biological feed, sales of feed and feed raw materials (excluding grain); import and export business within the filing scope (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Key financial data
Unit: Yuan
December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets: 1166684622.611362031149.97
Total liabilities 657675812.38850724194.97
Net assets 509008810.23511306955.00
Project: January December 2020 September 2021
(audited) (Unaudited)
Operating income 7142312481.265566870266.34
Net profit 72648812.8532298144.77
（2） Hunan Danong Financing Guarantee Co., Ltd
1. Company name: Hunan Danong Financing Guarantee Co., Ltd
2. Type: limited liability company
3. Unified social credit Code: 9143020582752789x
4. Legal representative: Guo Yonghua
5. Registered capital: 300 million yuan
6. Date of establishment: September 6, 2011
7. Address: office building of Liyu high tech park, No. 1291, Huanghe North Road, Tianyuan District, Zhuzhou City
8. Business scope: handle loan guarantee, bill acceptance guarantee, trade financing guarantee, project financing guarantee, letter of credit guarantee and other financing guarantee businesses approved by the regulatory authorities within Hunan Province; Litigation preservation guarantee, bid guarantee, advance payment guarantee, project performance guarantee, final payment payment guarantee and other performance guarantee businesses, financing consulting, financial consulting and other intermediary services related to the guarantee business, and invest with their own funds. (valid until August 31, 2021) (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Key financial data
Unit: 10000 yuan
December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 400149733.33418417661.66
Total liabilities 103610164.60121533079.51
Net assets 296539568.73296884582.15
Project: January December 2020 January September 2021
(audited) (Unaudited)
Operating income 14978050.029043989.22
Net profit 1335065.45345013.42
3、 Business model and risk control measures
1. The guarantee objects are only farmers (pigs, poultry, aquatic products, etc.) cooperating with the company and its subsidiaries, dealers and raw material suppliers in the whole pig industry chain.
2. After obtaining the loan, the guarantee object shall deposit it into the special account of the designated bank, which can only be used to purchase relevant products of the company and repay the loan principal and interest.
3. The guarantee object provides counter guarantee to Shandong Hemei and Shannon guarantee: the guarantee object provides counter guarantee to Shandong Hemei and Shannon guarantee with its family housing, pig farm, poultry house and other breeding facilities, land use right, live pigs, poultry or aquatic products, production equipment and other properties.
4. Control the proportion of loan amount: the total loan amount of farmers related to the company’s business shall not exceed 30% of their required working capital, and shall not exceed 50% of the fixed assets such as pig farms and barns used by farmers for mortgage; The total amount of dealer loans related to the company’s business shall not exceed 30% of its required working capital, and shall not exceed 70% of the fixed assets such as commercial houses used by dealers for mortgage.
5. The guarantee business is only carried out for the above-mentioned specific objects, and the guarantee object, the bank and the guarantee company jointly sign a tripartite agreement; The risk control department of the guarantee company shall carry out pre loan risk audit, in-process supervision and post review in strict accordance with the agreement, the articles of association and relevant systems. Among them, Danong guarantee charges a reasonable guarantee fee from the guarantee object and obtains the deposit interest income deposited in the margin of the lending bank.
3、 Decision making procedures for performance
(i) Deliberations of the board of directors
On December 14, 2021, the company held the 44th meeting of the 8th board of directors, deliberated and adopted the proposal on external guarantee provided by subsidiaries.
This time, Shandong Hemei and Danong guarantee provided guarantee for bank financing for the guarantee object, which is conducive to further stimulating the sales of feed and other products of the company and expanding the industrial scale of the company. The guarantee object provides counter guarantee to Shandong Hemei and Danong with its family housing, pig farm, poultry house and other breeding facilities, land use right, livestock, poultry or aquatic products, production equipment and other properties. The risk is controllable and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
（2） Opinions of independent directors
The independent directors believe that Shandong Hemei Group Co., Ltd Hunan Danong Financing Guarantee Co., Ltd. is a farmer (pigs, birds, aquatic products, etc.) providing guarantee can effectively solve the direct capital needs of farmers in the company’s industrial chain. After obtaining the guarantee loan, the guarantee object will be closed and used only for purchasing the company’s feed and other commodities, which is conducive to consolidating and implementing the company’s industrial chain layout and promoting the coordinated development of the company’s feed and other industries, which is in line with the company’s development strategy; the company’s decision is in line with the company’s development strategy According to the relevant laws, regulations and the articles of association, there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. Based on the above opinions, we agree to the proposal on external guarantee provided by subsidiaries.
4、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the guarantee of Shandong Hemei and Danong provides guarantee for bank financing for the guarantee object, consolidates and implements the layout of the company’s industrial chain, and promotes the coordinated development of the company’s feed and other industries, which is in line with the company’s development strategy. The guarantee object provides counter guarantee to Shandong Hemei and Danong with its family housing, pig farm, poultry house and other breeding facilities, land use right, livestock, poultry or aquatic products, production equipment and other properties. The risk is controllable and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. The board of directors has approved the matter, the independent directors have expressed their consent, and the matter needs to be approved by the general meeting of shareholders.
In conclusion, the sponsor has no objection to the guarantee provided by Tangrenshen Group Co.Ltd(002567) subsidiary.
(no text below)
(there is no text on this page, which is the signature and seal page of Zhongtian Guofu Securities Co., Ltd. on Tangrenshen Group Co.Ltd(002567) verification opinions on external guarantee provided by subsidiaries)
Signature of sponsor representative:
Zhang Jin Xiang Jun
Zhongtian Guofu Securities Co., Ltd. mm / DD / 2021
