Securities code: China Camc Engineering Co.Ltd(002051) securities abbreviation: China Camc Engineering Co.Ltd(002051) Announcement No.: 2022009 China Camc Engineering Co.Ltd(002051)
Announcement on the wholly-owned subsidiary CAMCE Environmental Technology Co., Ltd. providing balance supplement for the subordinate holding company CAMCE environment (Chengdu Dayi) Co., Ltd
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.
1、 Overview of guarantee
1. The holding company of China Camc Engineering Co.Ltd(002051) (hereinafter referred to as China Camc Engineering Co.Ltd(002051) ) CAMCE environment (Chengdu Dayi) Co., Ltd. (hereinafter referred to as CAMCE Dayi) is responsible for the investment, construction and operation of Chengdu Dayi Anren sewage treatment plant project (phase I). Chengdu Dayi Anren sewage treatment plant project (phase I) adopts the franchise mode, with a total investment of 18302700 yuan, a franchise period of 29 years (excluding the construction period) and a construction period of 12 months; The project is located in Sanhe community, Anren Town, Dayi County, Chengdu City, Sichuan Province. The construction scale is to build a new domestic sewage treatment plant with a treatment capacity of 15000 tons / day, a pipe network of 1.9 kilometers and supporting related facilities. The owner of the project is Dayi County Water Affairs Bureau, which pays the sewage treatment service fee on a monthly basis and includes the sewage treatment service fee in the annual financial budget of Dayi County.
In order to ensure the smooth progress of the project, China University of technology intends to apply to China Industrial And Commercial Bank Of China Limited(601398) Chengdu Qinglong sub branch for a loan of no more than RMB 136 million with a term of 15 years. The wholly-owned subsidiary of the company, CAMCE Environmental Technology Co., Ltd. (hereinafter referred to as CAMCE Environmental Technology), plans to make up the difference (with the nature of guarantee) for the above loans of CAMCE Dayi at the proportion of 80%, and promises to jointly and severally undertake to make up 80% of the outstanding loan debt of CAMCE Dayi in time, and the principal amount of the difference shall not exceed 108.8 million yuan, with a commitment period of 15 years.
2. Voting of the board of directors on the guarantee proposal
China Camc Engineering Co.Ltd(002051) the 18th meeting of the 7th board of directors was held on March 8, 2022, and the proposal on the wholly-owned subsidiary CAMCE Environmental Technology Co., Ltd. providing balance supplement for its holding company CAMCE environment (Chengdu Dayi) Co., Ltd. was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention. According to the provisions of the general meeting of shareholders, it is not required to submit a guarantee to the board of directors for deliberation.
2、 Basic information of the guaranteed
Company name: CAMCE environment (Chengdu Dayi) Co., Ltd
Registration time: May 21, 2021
Registered address: No. 321, third floor, building B4, No. 888, Inner Mongolia Avenue, Jinyuan street, Dayi County, Chengdu, Sichuan
Legal representative: Yan Mingxia
Registered capital: 53.9 million yuan
Business scope: general items: sewage treatment and recycling; Environmental protection consulting services. Permitted projects: various engineering construction activities.
Shareholders: CAMCE, a wholly-owned subsidiary of the company, invested 43.12 million yuan and held 80% equity; Chengdu Xiling Cultural Tourism Trade Group Co., Ltd. (hereinafter referred to as Xiling cultural tourism) invested 10.78 million yuan and held 20% equity.
By the end of 2021, the total assets of CAMCE Dayi were 308335 million yuan, the total liabilities were 53500 yuan, and the net assets were 30.78 million yuan. The project company established by the company for the implementation of Chengdu Dayi Anren sewage treatment plant project (phase I). Since the project has not been completed, the operating revenue and net profit in 2021 are 0.
Contingencies: there is no external guarantee, major litigation and arbitration in China Industrial and Commercial University, and it is not a dishonest party.
3、 Main contents of guarantee scheme
CAMCE environmental technology, a wholly-owned subsidiary of the company, plans to provide a balance making up commitment (with the nature of guarantee) for the above loans of CAMCE Dayi at the proportion of 80% of the capital contribution, and undertakes to jointly and severally make up 80% of the outstanding loan debt of CAMCE Dayi in a timely manner. The principal amount of the balance making up shall not exceed RMB 108.8 million, and the commitment period is 15 years. The specific terms shall be subject to the balance replenishment commitment signed by CAMCE environmental technology.
Xiling cultural tourism is the representative of the government investor of Anren sewage treatment plant project (phase I) in Dayi County, Chengdu. It holds 20% equity of CAMCE Dayi, with a low shareholding ratio, and fails to provide the same guarantee according to the proportion of capital contribution.
4、 Opinions of the board of directors
CAMCE environmental technology is limited to the proportion of capital contribution to make up the difference for the subordinate holding company CAMCE Dayi to apply for loans from the cooperative bank, which is conducive to the fund-raising and business development of CAMCE Dayi, the smooth progress of its projects and in line with the overall interests of the company.
Whereas: the balance provided by CAMCE environmental technology does not exceed its contribution proportion; After the completion of Chengdu Dayi Anren sewage treatment plant project (phase I), it has a stable cash flow, and China Industrial and technological Dayi has the ability to repay its debts; CUHK Dayi is a holding company subordinate to the company. The company has control over CUHK Dayi and can closely monitor its financial status and operation and make major decisions; CAMCE environmental technology will charge CAMCE Dayi a guarantee fee for making up the difference, with an annual fee rate of 0.5%. Therefore, the financial risk of making up the difference for the subordinate holding company this time is within the controllable range, does not have a significant impact on the normal operation of the company, and does not violate the guidelines for the supervision of listed companies No. 8 – Requirements for the supervision of capital transactions and external guarantees of listed companies issued by the CSRC, There is no situation that damages the legitimate interests of the company and minority shareholders.
5、 Accumulated external guarantees and overdue guarantees
Up to now, the total amount of effective guarantee approved by the company and its holding subsidiaries is 1166781900 yuan, accounting for 11.18% of the company’s audited net assets attributable to shareholders of listed companies at the end of 2020, all of which are guarantees for subsidiaries within the scope of consolidated statements. The company and its holding subsidiaries have no overdue guarantee, no guarantee involved in litigation and no loss due to the failure of the guarantee.
6、 Opinions of independent directors
The independent directors of the company signed a prior approval opinion before the board of directors considered the above guarantee proposal and agreed to submit the proposal to the board of directors for deliberation.
The independent directors believe that CAMCE environmental technology provides the balance supplement (with the nature of guarantee) for the bank loan of CAMCE Dayi, the holding company of the company, within the proportion of capital contribution, which is conducive to the financing of CAMCE Dayi, ensuring the smooth progress of its project and in line with the overall interests of the company. This guarantee has fulfilled the necessary decision-making procedures and complies with the relevant provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and the articles of association.
7、 Documents for future reference
1. China Camc Engineering Co.Ltd(002051) the resolution of the 18th meeting of the 7th board of directors;
2. Prior approval opinions of independent directors and opinions of independent directors.
It is hereby announced.
China Camc Engineering Co.Ltd(002051) board of directors
March 9, 2022
