Securities code: Langfang Development Co.Ltd(600149) securities abbreviation: Langfang Development Co.Ltd(600149) Announcement No.: pro 2022010 Langfang Development Co.Ltd(600149)
Announcement on providing guarantee for bank financing of subordinate holding companies
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Name of the guaranteed: Langfang Guangyan heating Co., Ltd
Name of guarantor: Langfang Huayi development Smart Energy Co., Ltd
The amount of this guarantee and the guarantee balance actually provided for the subordinate holding company: the total amount of this guarantee is 1136552681 yuan, and the guarantee balance actually provided for the subordinate holding company is 11636552681 yuan (including this guarantee)
Counter guarantee of this guarantee: Langfang Guangyan heating Co., Ltd. provides counter guarantee for Langfang Huayi development Smart Energy Co., Ltd
Cumulative overdue amount of external guarantee: no overdue guarantee
1、 Overview of guarantee
(I) basic information of guarantee
On March 4, 2022, Langfang Guangyan heating Co., Ltd. (hereinafter referred to as “Guangyan heating”), a holding company of Langfang Development Co.Ltd(600149) (hereinafter referred to as “the company”), signed relevant agreements with Bank Of Communications Co.Ltd(601328) Langfang Branch (hereinafter referred to as “Langfang Branch of Bank of Communications”). The main information is as follows:
Guangyan heating applied for a working capital loan of 1136552681 yuan from Langfang Branch of Bank of communications to pay for coal purchase. The loan term is 12 months, the annual interest rate of the loan is 4.35%, and the interest is settled quarterly. Langfang Huayi development Smart Energy Co., Ltd. (hereinafter referred to as “Huayi development”), the holding company of the company, provides joint and several liability guarantee for the above loan of Guangyan heating, and Guangyan heating provides counter guarantee for Huayi development with all its assets.
(II) internal decision-making procedures for guarantee matters
The 2020 annual general meeting of shareholders of the company deliberated and approved the proposal on the company’s 2021 annual financing and guarantee plan, and authorized the board of directors to decide that the company (including Huayi development and Guangyan heating) should apply to banks and other financial institutions for a financing amount of no more than 140 million yuan, and provide guarantees for the financing amount of no more than 140 million yuan. The authorization period is from the date of deliberation and approval of the company’s 2020 annual general meeting to the convening of the 2021 annual general meeting (see the company’s Announcement No. 2021006 and 2021012 for details). The amount of this financing and guarantee is within the scope of the amount of financing and guarantee in 2021 and has been deliberated and approved at the 17th meeting of the ninth board of directors of the company. It is not necessary to submit it to the general meeting of shareholders of the company for deliberation.
2、 Information of the guaranteed
(I) Langfang Guangyan heating Co., Ltd
1. Nature of enterprise: other limited liability companies
2. Registered capital: 10.2 million yuan
3. Address: 50m south of the intersection of Jianshe Road and Guangyang Road, Guangyang District, Langfang City (in the courtyard of Jianshe Road heating station)
4. Legal representative: Zhao Junhui
5. Business scope: central heating (the validity period shall be subject to the approval date of the industry department); House leasing; New energy technology development, technology transfer, technical consultation and technical services; Energy saving technology promotion services; Sales, installation and maintenance services of mechanical equipment; Installation and maintenance of heating equipment and pipelines; Sales of plumbing parts and building materials (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
6. Ownership structure:
Name of shareholder contribution amount (10000 yuan) shareholding ratio
Langfang Huayi development Smart Energy Co., Ltd. 561 55.00%
Langfang Investment Holding Group Co., Ltd. 200 19.61%
Tianjin Guanglong Energy Technology Co., Ltd. 159 15.59%
Ruixinzhi (Tianjin) investment management partnership
100 9.80% (limited partnership)
Total 1020100%
7. Financial data of the latest year:
As of December 31, 2020, Guangyan heating had total assets of 4219865 million yuan, total liabilities of 312681 million yuan (including total bank loans of 25 million yuan and total current liabilities of 1196457 million yuan), net assets of 1093784 million yuan, operating income of 1710145 million yuan and net profit of 312713 million yuan. There were no major contingencies affecting the solvency of the guaranteed. (the above data has been audited)
As of September 30, 2021, Guangyan heating had total assets of 314450900 yuan, total liabilities of 197469300 yuan (including China Everbright Bank Company Limited Co.Ltd(601818) loans of 100111 million yuan, total current liabilities of 335333 million yuan), net assets of 1169816 million yuan, operating income of 962718 million yuan, net profit of 7.6032 million yuan, and no major contingencies affecting the guarantor’s solvency. (the above data has not been audited)
(II) relationship between the guaranteed and the listed company
The company holds 62% of the shares of Huayi development and is its controlling shareholder; Huayi development holds 55% of the shares of Guangyan heating and is its controlling shareholder.
3、 Main contents of the guarantee agreement
Huayi development provides guarantee for the financing business of Langfang Branch of Guangyan heating and transportation bank, with the guarantee amount of 1136552681 yuan. The guarantee method is joint and several liability guarantee. The guarantee scope includes: principal and interest of main creditor’s right, compound interest, penalty interest, liquidated damages, damages and expenses for realizing creditor’s right. The expenses for realizing creditor’s rights include but are not limited to collection fees, litigation fees (or arbitration fees), preservation fees, announcement fees, execution fees, lawyer fees, travel expenses and other expenses. The guarantee period is three years after the expiration of the debt performance period of the main debt. In order to reduce the guarantee risk of Huayi development, Guangyan heating provides counter guarantee to Huayi development with its guaranteed creditor’s rights against Huayi development with all its assets and all the expenses for realizing the guaranteed creditor’s rights.
4、 Opinions of the board of directors
The independent directors believe that the provision of guarantee and counter guarantee between the company and its subordinate holding companies is to meet the needs of the normal operation of its subordinate companies, and the financial risk is within the controllable range. There is no situation that damages the interests of the company and shareholders. The deliberation and voting procedures of the above guarantee matters comply with the provisions of relevant laws and regulations, and the guarantee matters are agreed.
The board of Directors believes that this financing and guarantee is to meet the normal business needs of Guangyan heating, conducive to the realization of sound development, and will not have a significant adverse impact on production and operation. It agrees with the above financing matters. All parties to this guarantee have sufficient ability to repay debts. The risk of this guarantee is controllable. The counter guarantee can protect the interests of the company and will not damage the interests of the company and shareholders. We agree to the above guarantee.
5、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of the announcement, the total amount of external guarantees provided by the company and its subordinate holding companies was 1163655268100 yuan (including this time), accounting for 69.08% of the audited net assets of the company as of December 31, 2020. They are all guarantees provided between the company and its subordinate holding companies, and there is no external overdue guarantee.
It is hereby announced.
Langfang Development Co.Ltd(600149) board of directors March 4, 2022
