Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: Shanghai Zhezhong Group Co.Ltd(002346) Announcement No.: 202218
Shanghai Zhezhong Group Co.Ltd(002346)
Announcement on providing guarantee for wholly-owned subsidiaries and subsidiaries applying for bank credit line
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
Shanghai Zhezhong Group Co.Ltd(002346) (hereinafter referred to as “the company”) held the 16th meeting of the 4th board of directors on March 9, 2022, deliberated and approved the proposal on providing guarantee for wholly-owned subsidiaries and subsidiaries to apply for bank credit line. In order to meet the needs of production, operation and business development, the wholly-owned subsidiaries and subsidiaries of the company, The company plans to apply to the bank for a comprehensive credit line with a total amount of no more than 350 million yuan, and the company plans to provide joint and several liability guarantee for such credit. The above credit line can be used by subsidiaries and subsidiaries within the scope of the company’s consolidated statements, and the credit term is one year from the date of approval by the board of directors. This matter does not need to be submitted to the general meeting of shareholders for deliberation. 2、 Estimated amount of this guarantee
Whether the guarantee of the guarantor and the guaranteed party is related to the shareholding ratio of the guarantor and the guaranteed party, the balance of asset liability ratio during the period (RMB 10000) and the amount of joint guarantee (RMB 10000)
Shanghai Zhezhong electric 100% 43.64% 113801034000 Co., Ltd
Shanghai Zhezhong Electric Shanghai Tianjie Construction Co., Ltd. Engineering Co., Ltd. 100% 14.81% 176.641000
3、 Basic information of the guaranteed
（1） Wholly owned subsidiary Shanghai Zhezhong Electric Co., Ltd
1. Name: Shanghai Zhezhong Electric Co., Ltd
2. Date of establishment: July 2, 1998
3. Registered address: Building 1, No. 368, Canggong Road, Fengxian District, Shanghai
4. Legal representative: Lu Renjun
5. Registered capital: RMB 364 million
6. Business scope: production and sales of electrical appliances and accessories, complete sets of high and low voltage electrical switchgear, transformers, wires and cables, electrical insulation products, electronic products and refrigeration equipment. Trade in materials, technical services for power transmission and transformation products, refrigeration equipment and electrical appliances, and engage in the import and export of goods and technology. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: Shanghai Zhezhong Group Co.Ltd(002346) Announcement No.: 202218 7. The main financial data of the guaranteed in the last two years are as follows:
Unit: RMB
December 31, 2020 (audited)
Total assets total liabilities total bank loans total current liabilities
958885,273.90 309168,878.59 30,000000.00 309153,344.34
Net assets operating income total profit net profit
649716,395.31 448929,054.62 42,694276.39 35,445424.78
December 31, 2021 (audited)
Total assets total liabilities total bank loans total current liabilities
1,168007,434.39 509676,435.98 70,000000.00 509589,435.98
Net assets operating income total profit net profit
658330,998.41 711577,565.72 80,444255.91 72,067855.06
Shanghai Zhezhong Electric Co., Ltd. has a good credit status and is not a person subject to dishonesty.
(II) Shanghai Tianjie Construction Engineering Co., Ltd., a wholly-owned subsidiary
1. Name: Shanghai Tianjie Construction Engineering Co., Ltd
2. Date of establishment: May 30, 2005
3. Registered address: No. 666, Guangfeng Road, modern agricultural park, Fengxian District, Shanghai
4. Legal representative: Xu Lei
5. Registered capital: RMB 84 million
6. Business scope: licensed projects: various engineering construction activities, construction labor subcontracting, construction professional operation, construction engineering design. (the wholesale and sales of electronic equipment and technology can be carried out only after the approval of the relevant hardware technology development and sales department, and the approval of the relevant project, technology consultation and service department, and the approval of the relevant hardware technology development and sales department China trade agent. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
7. Main financial data of the guaranteed in the last two years
Unit: RMB
December 31, 2020 (audited)
Total assets total liabilities total bank loans total current liabilities
Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: Shanghai Zhezhong Group Co.Ltd(002346) Announcement No.: 202218
125339,714.88 10,253473.91 0 10,253473.91
Net assets operating income total profit net profit
115086,240.97 8,003321.35 1,361563.28 1,364312.1
December 31, 2021 (audited)
Total assets total liabilities total bank loans total current liabilities
181832,980.59 26,931238.28 0 26,931238.28
Net assets operating income total profit net profit
154901,742.31 7,518980.05 -4,320020.56 -4,320020.56
Shanghai Tianjie Construction Engineering Co., Ltd. has good credit status and is not a dishonest person.
4、 Main contents of guarantee
1. Guarantee method and amount: the maximum amount of guarantee. The total maximum amount of creditor’s rights of the above wholly-owned subsidiaries and subsidiaries shall not exceed 350 million yuan;
2. Principal creditor’s rights and their performance period: the guaranteed principal creditor’s rights are all principal creditor’s rights under the principal contract, including all kinds of loans, overdrafts Discount payment and / or various trade financing funds (including but not limited to import documentary bill, import collection financing, import remittance financing, export documentary bill, export collection financing, export invoice financing, export order financing, packaged loan, China letter of credit documentary bill, China letter of credit negotiation, China factoring financing, import and export factoring financing, etc.), and / or, The creditor’s rights (including contingent claims) against the debtor due to the opened bank acceptance bill, letter of credit or letter of guarantee (including standby letter of credit), and the creditor’s rights (including contingent claims) against the debtor due to other bank credit business. In addition to the main creditor’s right, the guarantee scope includes the interest, liquidated damages, compensation, handling charges and other expenses incurred for signing or performing this contract, as well as the expenses incurred by the creditor in realizing the guarantee right and creditor’s right, as well as the guarantee fund that the debtor needs to make up according to the main contract.
The currency, amount, interest rate, debt performance period and other specific contents of the principal of any main creditor’s right shall be specifically agreed by the creditor and the debtor in the main contract (including the application for quota use under the main contract and / or documents with other names signed by the creditor and the debtor).
3. Guarantee period: provide the highest guarantee for all main contracts signed by subsidiaries and subordinate companies within three years from the date of signing the guarantee contract; The guarantee period is calculated separately according to the debt performance period of each main debt agreed in the main contract (under the opening of bank acceptance bill / letter of credit / letter of guarantee, according to the date of advance payment by the creditor). The guarantee period under each main debt is: from the date when the performance period of each debt expires to the whole day
Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: Shanghai Zhezhong Group Co.Ltd(002346) Announcement No.: 202218 two years after the expiration of the debt performance period of the final due main debt under the main contract.
4. The company will sign guarantee contracts with relevant banks according to the credit business contracts of Shanghai Zhezhong Electric Co., Ltd. and Shanghai Tianjie Construction Engineering Co., Ltd., but the total amount of guarantee contracts signed with each bank shall not exceed the guarantee limit. The company authorizes the chairman to decide the specific guarantee scheme within the total guarantee line and sign relevant documents according to the bank credit and guarantee.
5、 Opinions of the board of directors
This time, the company provides guarantee for the wholly-owned subsidiaries and subsidiaries to apply to the bank for a comprehensive credit line of no more than 350 million yuan, which is to meet the production and operation needs of the wholly-owned subsidiaries and subsidiaries. Shanghai Zhezhong Electric Co., Ltd. is a wholly-owned subsidiary of the company. Shanghai Tianjie Construction Engineering Co., Ltd. is a wholly-owned subsidiary of Shanghai Zhezhong Electric Co., Ltd. with good operation and financial conditions and sufficient debt repayment ability. The risk of this guarantee is within the control of the company and does not involve counter guarantee. The board of Directors believes that this guarantee is conducive to the business development of the company’s subsidiaries and subsidiaries and will not damage the interests of the company and shareholders. All directors unanimously agree on this guarantee.
6、 Accumulated amount of overdue guarantee and external guarantee
After the company provided guarantee for the bank credit line applied by wholly-owned subsidiaries and subsidiaries, the total amount of guarantee line approved by the company and holding subsidiaries is no more than 740 million yuan. Up to now, the total balance of actual guarantee is 3725674 million yuan, accounting for 15.50% of the latest audited net assets of listed companies, which are inter company guarantees in the company’s consolidated statements. The company and its holding subsidiaries do not provide guarantees to entities outside the consolidated statements. The company has no overdue guarantee, no guarantee involving litigation, and does not bear losses due to the judgment of losing the guarantee.
It is hereby announced.
Shanghai Zhezhong Group Co.Ltd(002346) board of directors March 9, 2002
