Securities code: 002157 securities abbreviation: Jiangxi Zhengbang Technology Co.Ltd(002157) Announcement No.: 2021-259 bond Code: 112612 bond abbreviation: 17 Zhengbang 01
Convertible bond Code: 128114 convertible bond abbreviation: Zhengbang convertible bond
Jiangxi Zhengbang Technology Co.Ltd(002157)
Announcement on the forecast of external guarantee amount in 2022
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.
The company held the 34th meeting of the 6th board of directors on December 27, 2021, and deliberated and adopted the proposal on the estimation of external guarantee amount in 2022 with 5 affirmative votes, 0 negative votes and 0 abstention votes. As the guarantee amount of the company has exceeded 30% of the company's latest audited total assets for 12 consecutive months, this proposal still needs to be deliberated at the first extraordinary general meeting of the company in 2022 and passed by more than two-thirds of the effective voting rights held by the shareholders attending the meeting. The relevant matters are as follows:
1、 Overview of guarantee
In order to ensure the daily production and operation of the company and its holding subsidiaries, the company plans to provide guarantees for subsidiaries within the scope of consolidated statements, mutual guarantees between holding subsidiaries The total guarantee amount of the holding subsidiary for the company shall not exceed 38655270000 yuan (the estimated guarantee amount can be recycled); among them, the amount guaranteed by the company or its holding subsidiaries for holding subsidiaries with asset liability ratio of more than 70% is 28849.22 million yuan; the amount guaranteed for holding subsidiaries with asset liability ratio of less than 70% is 83065 million yuan; the amount guaranteed by its subordinate holding subsidiaries for the company is 150 million yuan, which is within the estimated total guarantee amount of the whole year , the guarantee amount of each subordinate holding subsidiary can be adjusted among similar guarantee objects. The guarantee period starts from the first extraordinary general meeting of the company in 2022 to the date when the general meeting of shareholders at the beginning of the next year considers the proposal related to the annual external guarantee amount. The board of directors requests the general meeting of shareholders to authorize the chairman of the company or the representative authorized in writing by the chairman of the company to handle specific signing matters within the guarantee limit.
The above guarantee scope includes but is not limited to the application for comprehensive credit business and factoring from commercial banks and other financial institutions
Business, cooperate with qualified financial leasing companies in financial leasing business and cooperate with other upstream and downstream enterprises
For the business (including procurement) in which the partner conducts transactions and undertakes payment obligations, the guarantee methods include but are not limited to:
Joint and several liability guarantee, mortgage guarantee, etc. The external guarantee objects of the company are within the scope of the company's consolidated statements
The wholly-owned and holding subsidiaries and holding subsidiaries of the company guarantee the company without other external guarantees.
2、 Expected details of guarantee amount
Unit: RMB 10000
The guaranteed amount of the guaranteed party accounts for
The guarantor and the secured party hold assets in the latest period. Up to now, whether the newly added municipal company has related party proportion, liability ratio, guarantee balance, guarantee amount, audited net assets and assets guarantee proportion in the latest period
More than 70% of the consolidated statements of the company and the company 819711 2884922124.07% no company holding subsidiary internal holding subsidiary
Below 70% of the company 20017883060535.72% no
Company holding company -- 1500006.45% no subsidiary
Total - 1019889 3865527166.24% -
3、 Basic information of the guaranteed
See the annex for specific basic information.
4、 Main contents of the guarantee agreement
This guarantee is an authorized matter to be guaranteed, and the relevant guarantee agreement has not been signed, which is the main content of the guarantee agreement
The company and relevant subsidiaries will jointly negotiate with financial institutions such as commercial banks and upstream and downstream partners
Yes.
5、 Opinions of the board of directors
The object of this guarantee is the company and its holding subsidiaries within the scope of the company's consolidated statements, financial status and debt repayment
The company and its holding subsidiaries have good ability in operation and management, finance, investment, financing, etc
Effective control, the company has the ability to fully grasp and monitor the cash flow of the guaranteed company, and the financial risk department
Within the effective control scope of the company, other shareholders do not provide the same proportion of guarantee or counter guarantee.
The board of directors of the company believes that: the company guarantees its subsidiaries and its subsidiaries guarantee the company, which is conducive to supporting the company and its subsidiaries to expand financing channels, increase working capital credit line reserves, increase the company's fixed asset financing channels, ensure the sustainable and steady development of the company, and ensure the production and operation needs of the company and its subsidiaries, After full understanding, it is considered that the guaranteed companies have solvency and will not bring great risks to the company. It is agreed to provide guarantee for their application for bank loans, factoring business, financial leasing business in cooperation with qualified financial leasing companies, and business operations (including procurement) that conduct transactions with other upstream and downstream partners and assume payment obligations.
6、 Opinions of independent directors
The independent directors of the company believe that the guarantee provided by the company to the holding subsidiaries, the mutual guarantee between the holding subsidiaries and the guarantee provided by the holding subsidiaries of the company meet the actual needs of the overall operation and development of the company, the guarantee risk is generally controllable, and there is no damage to the interests of the shareholders of the company, especially the minority shareholders. The above guarantee matters comply with relevant regulations, and its decision-making procedures are legal and effective. We agree that the company shall provide joint and several liability guarantee for the above companies, and the guarantee shall also be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. 7、 Accumulated external guarantees and overdue guarantees
As of November 30, 2021, The total guarantee amount of the company and its holding subsidiaries is 47883.21 million yuan (the guaranteed units are all companies within the scope of consolidated statements, the guarantee amount has been reviewed and authorized by the general meeting of shareholders of the company, and the bond exchange rate of US $60 million is the middle rate of US dollar to RMB issued by the people's Bank of China on June 25, 2021), accounting for 80.80% of the total audited assets in 2020; accounting for 205.93% of the net audited assets in 2020, and there is no overdue guarantee 。
As of November 30, 2021, without audit, the company and its subsidiaries and commercial banks The balance of guaranteed loans actually incurred by financial institutions such as financial leasing companies and other upstream and downstream partners signing guarantee agreements has accumulated to 10198.89 million yuan (including the actual guaranteed loans, financial lease repayment and guaranteed procurement of the company in November), accounting for 17.21% of the total audited assets in 2020; accounting for 43.86% of the audited net assets in 2020. There is no guarantee balance corresponding to overdue debts, the guarantee amount involved in litigation and the guarantee amount to be borne due to the judgment of losing the lawsuit.
8、 Documents for future reference 1. Resolutions of the 34th meeting of the 6th board of directors of the company; 2. Independent opinions of independent directors on relevant matters of the 34th meeting of the 6th board of directors of the company. It is hereby announced
Jiangxi Zhengbang Technology Co.Ltd(002157) board of directors
December 28, 2001
enclosure
1、 Basic information of the guaranteed party
Sequence name of the guaranteed company date of establishment legal registered capital registered on behalf of the host business shareholding ratio table No. (10000 yuan)
The company's wholly-owned subsidiary Zhengbang Ukraine Co., Ltd. is 2.6 million Ge, and Zhengbang (Xiang 1 liability company) Trading Co., Ltd. holds 100% of its equity on June 20, 2018
The company's wholly-owned subsidiary, Chifeng Yuanbaoshan District, Inner Mongolia Chifeng licensed business project: no general business project: breeding pigs, the company's Jiangxi zheng2 Zhengbang agriculture and animal husbandry Co., Ltd. and Lin Zhiyi's 300 Feng piglet and pig breeding and sales on January 24, 2017; Feed production and sales; State breeding Co., Ltd. crop planting and sales; Agricultural and animal husbandry technology extension service company holds 100% of its equity
Licensed items: livestock breeding, breeding livestock and poultry management, breeding
Livestock and poultry production (projects subject to approval according to law shall be approved by the State Council)
Business activities can be carried out only after the approval of relevant departments. The specific business projects of Chongqing Zhengbang breeding, a wholly-owned subsidiary of the company, shall be subject to the approval documents of relevant departments or the certificate of Zou Yang 300 Chongqing Hechuan of Sichuan zheng3 Co., Ltd. on December 30, 2019). General projects: livestock wholesale, machinery manufacturing of animal husbandry state breeding Co., Ltd., technical services, technology development, and technology company holding its consulting, technical exchange 100% equity of technology transfer and technology promotion (except for projects subject to approval according to law, with business license)
Carry out business activities independently according to law)
Licensed items: feed production; Grain purchase; feed
Additive production (items subject to approval according to law, subject to approval)
