Securities code: 000877 securities abbreviation: Xinjiang Tianshan Cement Co.Ltd(000877) Announcement No.: 2021-118
Xinjiang Tianshan Cement Co.Ltd(000877)
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:
1、 The external guarantee balance of Xinjiang Tianshan Cement Co.Ltd(000877) (hereinafter referred to as "the company" or "the company") and its holding subsidiaries was 37.119 billion yuan, exceeding 100% of the company's latest audited net assets attributable to the parent company (before restructuring), accounting for 45.05% of the unaudited net assets attributable to the parent company on September 30, 2021 (after reorganization); the balance of guarantee for units with asset liability ratio of more than 70% is RMB 18.524 billion, which exceeds 50% of the company's latest audited net assets attributable to the parent company (before reorganization), accounting for 22.48% of the unaudited net assets attributable to the parent company on September 30, 2021 (after reorganization); there is no guarantee for units outside the consolidated statements.
2. The above-mentioned estimated guarantee amount has not yet occurred, and the guarantee agreement has not been signed. Subsequently, whether to implement it will be decided according to the business development of each subsidiary.
The company held the second meeting of the 8th board of directors on December 14, 2021, deliberated and approved the proposal on providing guarantee for credit and loans of subsidiaries and mutual insurance between subsidiaries in 2022. In order to meet the production and operation needs of subsidiaries within the scope of the company's consolidated statements, it is proposed to provide guarantee for comprehensive credit and loans of financial institutions of subsidiaries within the scope of consolidated statements in 2022, The total amount of guarantee shall not exceed the equivalent of RMB 75 billion, of which the total amount of guarantee provided by the company to subsidiaries within the scope of consolidated statements shall not exceed the equivalent of RMB 15 billion, and the total amount of mutual guarantee between subsidiaries within the scope of consolidated statements shall not exceed the equivalent of RMB 60 billion. The details of this guarantee are as follows:
1、 Overview of guarantee
The actual guarantee amount and the validity period of the guarantee amount are within the total guarantee amount, subject to the guarantee amount and the validity period of the guarantee amount recorded in the guarantee document actually signed by each guarantee subject. The company and its subsidiaries can provide guarantees for wholly-owned and holding subsidiaries with asset liability ratio of more than 70%.
It can be divided between wholly-owned and holding subsidiaries with an asset liability ratio of no more than 70% in the latest year or period
Do not adjust the guarantee limit according to the actual situation (including newly established or incorporated into the merger within the authorization period)
Wholly owned and holding subsidiaries) within the scope of the company, and the asset liability ratio of the most recent year or period exceeds 70%
And no more than 70% of the companies shall not adjust the use of the guarantee limit (including the new guarantee limit within the authorization period)
Established or incorporated into the scope of merger (wholly-owned and holding subsidiaries).
This proposal needs to be submitted to the general meeting of shareholders for deliberation, and the general meeting of shareholders shall authorize the board of directors of the company,
It is agreed that the board of directors of the company shall delegate the chairman and management to be fully responsible for making decisions within the above limit
Specify and handle all matters of specific guarantee, including but not limited to laws, regulations and normative documents
Formulate and modify financing and guarantee schemes within the scope of the above authorization, and sign relevant documents
Pieces. Failure of other shareholders of subsidiaries to provide guarantee or counter guarantee according to the proportion of capital contribution will lead to the company's failure
If the guarantee exceeds the equity ratio, it shall be submitted to the board of directors and shareholders in accordance with laws, regulations and the articles of association
The General Assembly will consider it separately.
2、 Expected details of guarantee amount
1. Guarantee of the company for subsidiaries within the scope of consolidated statements in 2022
The company plans to apply to financial institutions for financial authorization for subsidiaries within the scope of consolidated statements in 2022
The credit and loan balance shall not exceed the equivalent of RMB 15 billion. Among them,
For companies with an asset liability ratio of less than 70%, the balance shall not exceed the equivalent of RMB 8 billion
For companies with an asset liability ratio of more than 70%, the balance shall not exceed the equivalent of RMB 70
The guarantee of RMB 100 million is detailed as follows:
Unit: 100 million yuan
Percentage of guarantee amount
Secured party's latest
The shareholding ratio of the listed company up to now, whether the newly added listed company has closed the guarantor's recent asset liability of the guaranteed party in the latest period
Example (%) guaranteed balance, insured amount, proportion of net assets during the period, and guaranteed debt ratio (%)
（％）
Xinjiang Tianshan Cement Co.Ltd(000877) southwest Cement Co., Ltd. 95.72% 68.99% - 29.003 52% no
Xinjiang Tianshan Cement Co.Ltd(000877) Yili Tianshan Cement Co., Ltd. 100.00% 46.98% - 8.000 97% no
Xinjiang Tianshan Cement Co.Ltd(000877) burjin Tianshan Cement Co., Ltd. 100.00% 18.92% - 4.000 49% no
Xinjiang Tianshan Cement Co.Ltd(000877) Xinjiang Tianshan zhuyou Concrete Co., Ltd. 88.73% 60.01% - 0.200 02% no
Xinjiang Tianshan Cement Co.Ltd(000877) Xinjiang Tianshan zhuyou Concrete Co., Ltd. 88.73% 60.01% - 0.200 02% no
Xinjiang Tianshan Cement Co.Ltd(000877) Xinjiang Tianshan zhuyou Concrete Co., Ltd. 88.73% 60.01% - 0.400 05% no
Xinjiang Tianshan Cement Co.Ltd(000877) Xinjiang Tianshan zhuyou Concrete Co., Ltd. 88.73% 60.01% - 0.200 02% no
Xinjiang Tianshan Cement Co.Ltd(000877) Yixing Tianshan Cement Co., Ltd. 100.00% 31.83% - 3.000 36% no
Xinjiang Tianshan Cement Co.Ltd(000877) 35.004 less than 70% of other subsidiaries within the scope of consolidated statements 25% no
The total amount of subsidiaries with asset liability ratio below 70% is -80.009 71%
Xinjiang Tianshan Cement Co.Ltd(000877) Jiangxi Yushan Nanfang Cement Co., Ltd. 99.93% 81.09% 10.001 21% no
Xinjiang Tianshan Cement Co.Ltd(000877) Nanfang New Material Technology Co., Ltd. 99.52% 71.47% 28.003 40% no
Percentage of guarantee amount
Secured party's latest
The shareholding ratio of the listed company up to now, whether the newly added listed company has closed the guarantor's recent asset liability of the guaranteed party in the latest period
Example (%) guaranteed balance, insured amount, proportion of net assets during the period, and guaranteed debt ratio (%)
（％）
Xinjiang Tianshan Cement Co.Ltd(000877) Zhejiang Sanshi Nanfang New Material Co., Ltd. 89.94% 78.61% 10.001 21% no
Xinjiang Tianshan Cement Co.Ltd(000877) more than 70% of other subsidiaries within the scope of consolidated statements 22.002 67% no
Total subsidiaries with asset liability ratio above 70%
