Securities code: Ningbo Xianfeng New Material Co.Ltd(300163) securities abbreviation: Ningbo Xianfeng New Material Co.Ltd(300163) Announcement No.: 2022008 Ningbo Xianfeng New Material Co.Ltd(300163)
Announcement on extending guarantee for affiliated companies
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:
The amount of guarantee provided by listed companies and holding subsidiaries to units outside the consolidated statements has exceeded 30% of the company’s latest audited net assets, and the amount of guarantee for units with asset liability ratio of more than 70% has exceeded 50% of the company’s latest audited net assets. Investors are requested to pay full attention to the guarantee risk.
1、 Overview of related party guarantee
Ningbo Xianfeng New Material Co.Ltd(300163) (hereinafter referred to as the “company” or “listed company”) deliberated and approved the proposal to provide with liability guarantee for bank loans of Ningbo Kaixin Investment Co., Ltd. (hereinafter referred to as “Kaixin investment”) with a total amount of no more than a $220 million or its equivalent at the first extraordinary general meeting of shareholders in 2016, The third extraordinary general meeting of shareholders in 2017 deliberated and approved the proposal of providing related party guarantee for Kaixin investment and changing the purpose of the remaining guarantee amount, The first extraordinary general meeting of shareholders in 2019 deliberated and approved the proposal to extend the related party guarantee for Kaixin investment and Ningbo Xianfeng Hongye Investment Holding Co., Ltd. (hereinafter referred to as “Xianfeng Hongye”, together with Kaixin investment, the “related party”). For details, please refer to cninfo.com on February 22, 2016, June 26, 2017 and February 21, 2019（ http://www.cn.info.com.cn. ）Relevant announcements on.
The 11th meeting of the 5th board of directors held on February 28, 2022 considered and approved that the company plans to provide joint and several liability guarantee for bank loans of Kaixin investment and Xianfeng Hongye with a total amount of no more than 320 million yuan. The guarantee period is from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022 to September 15, 2024, The annual guarantee rate is 2% of the actual total guarantee amount of the company. On the same day, the company signed the guarantee agreement between Ningbo Xianfeng New Material Co.Ltd(300163) and Ningbo Kaixin Investment Co., Ltd., Ningbo Xianfeng Hongye Investment Holding Co., Ltd. and Lu Xianfeng and the counter guarantee agreement between Ningbo Xianfeng New Material Co.Ltd(300163) and Ningbo Kaixin Investment Co., Ltd., Ningbo Xianfeng Hongye Investment Holding Co., Ltd. and Lu Xianfeng with Kaixin investment, Xianfeng Hongye and Lu Xianfeng. The proposal still needs to be considered by the first extraordinary general meeting of shareholders in 2022 held on March 15, 2022.
The 12th meeting of the 5th board of directors held on March 10, 2022 considered and approved that the company plans to provide joint and several liability guarantee for bank loans of Kaixin investment and Xianfeng Hongye with a total amount of no more than 74 million yuan. The guarantee period is from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022 to September 30, 2022, The annual guarantee rate is 2% of the actual total guarantee amount of the company. On the same day, the company signed the guarantee agreement between Ningbo Xianfeng New Material Co.Ltd(300163) and Ningbo Kaixin Investment Co., Ltd., Ningbo Xianfeng Hongye Investment Holding Co., Ltd. and Lu Xianfeng and the counter guarantee agreement between Ningbo Xianfeng New Material Co.Ltd(300163) and Ningbo Kaixin Investment Co., Ltd., Ningbo Xianfeng Hongye Investment Holding Co., Ltd. and Lu Xianfeng with Kaixin investment, Xianfeng Hongye and Lu Xianfeng.
Since Lu Xianfeng, the actual controller of Kaixin investment and Xianfeng Hongye, is also the controlling shareholder and actual controller of the listed company, this guarantee extension constitutes a connected transaction.
This proposal has been adopted by more than two-thirds of the directors at the 12th meeting of the 5th board of directors, and the independent directors have expressed their prior approval opinions and agreed independent opinions. According to relevant laws and regulations, normative documents, articles of association and other relevant provisions, this proposal is a special resolution proposal, which shall be deliberated and approved by more than 2 / 3 of the voting rights held by the shareholders and shareholder representatives attending the general meeting of shareholders, and the related shareholders interested in the proposal will avoid voting.
This related party guarantee does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, does not constitute a reorganization and listing, and does not need to be approved by other relevant departments.
2、 Basic information of affiliated guarantors
(I) basic information of Ningbo Kaixin Investment Co., Ltd
Name: Ningbo Kaixin Investment Co., Ltd
Type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Date of establishment: December 11, 2015
Registered address: shanxiazhuang, jishigang Town, Haishu District, Ningbo City, Zhejiang Province
Legal representative: Lu Xianfeng
Registered capital: RMB 500 million
Business scope: industrial investment; Enterprise management consulting; Market information consultation; Enterprise marketing consulting; Import and export of self operated or agent goods and technologies, except for goods and technologies whose operation is restricted or prohibited by the state; Food business; Wholesale, retail and online sales of primary edible Shenzhen Agricultural Products Group Co.Ltd(000061) , fruits, vegetables, fresh aquatic products, frozen aquatic products, cosmetics, daily necessities, stationery, office supplies, leather and its products, clothing surface accessories, fuel oil, lubricating oil, building materials, metal materials and products, mechanical equipment, electronic products, hardware and electrical appliances, and chemical products; Real estate information consultation and sales agent; Business information consultation; Corporate image planning; Marketing planning; Advertising services; Research and development of Internet technology; Landscape design. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(II) basic information of Ningbo Xianfeng Hongye Investment Holding Co., Ltd
Name: Ningbo Xianfeng Hongye Investment Holding Co., Ltd
Type: limited liability company (invested or controlled by natural person)
Date of establishment: November 24, 2015
Registered address: shanxiazhuang, jishigang Town, Haishu District, Ningbo City, Zhejiang Province
Legal representative: Lu Xianfeng
Registered capital: 1 billion yuan
Business scope: general items: engaging in investment activities with its own funds; Sales of leather products; Clothing accessories sales; Sewing machinery sales; Sale of gold and silver products; Sales of metal materials; Sales of electronic components and electromechanical components and equipment; Sales of building materials; Sales of building decoration materials; Wholesale of hardware products; Sales of chemical products (excluding licensed chemical products); Stationery wholesale; Wholesale of sporting goods and equipment; Sales of daily necessities; Sales of petroleum products (excluding hazardous chemicals); Lubricating oil sales Cecep Solar Energy Co.Ltd(000591) thermal power generation product sales; Wholesale of cosmetics; Research and development of special electronic materials; Housing lease; Non residential real estate leasing; estate management; Enterprise management consulting; Information consulting services (excluding licensed information consulting services); Corporate image planning; Marketing planning; Manufacturing of high performance fiber and composite materials; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Software development; Software sales (except for projects subject to approval according to law, carry out business activities independently according to law with business license).
Licensed items: food business; Import and export of goods; Technology import and export; Import and export agency; (without the approval of the financial and other regulatory authorities, it is not allowed to engage in financial businesses such as deposit absorption, financing guarantee, customer financing, and capital collection (financing) from the public) (except for the projects that must be approved according to law, it shall independently carry out business activities according to law with its business license).
(III) description of association relationship
As of the date of this announcement, Mr. Lu Xianfeng holds 104924203 shares of the company, accounting for 22.14% of the total share capital of the company. He is the controlling shareholder and actual controller of the company. Kaixin investment is a wholly-owned subsidiary of Xianfeng Hongye. Lu Xianfeng, the controlling shareholder and actual controller of the company, holds 99% of the equity of Xianfeng Hongye, and Xu peifei, the spouse of Lu Xianfeng, holds 1% of the equity of Xianfeng Hongye. Lu Xianfeng is the actual controller of Xianfeng Hongye and Kaixin investment.
Therefore, Xianfeng Hongye and Kaixin investment are related parties of the listed company, and the guarantee provided by the listed company constitutes a related party transaction.
(IV) financial status of Kaixin investment and Xianfeng Hongye
The financial situation of Kaixin investment and Xianfeng Hongye is as follows:
Unit: RMB
Company name Kaixin investment (Unaudited) Xianfeng Hongye (Unaudited)
Balance sheet number September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020
Total assets 131065325425147386333868153379160376178179559045
Total liabilities 120623677145143181499903126941851478157754522284
Of which:
Total amount of bank loans 2370150841055889
Total current liabilities 83324876120667427762328964305045381315798613
Net assets 1044164828042048339662643730889820425036762
Income statement data January September 2021 January December 2020 January September 2021 January December 2020
Operating income 17392621971256258638511822459011825835887025
Total profit 1185591483 -1372853321961049268 -2835221049
Net profit 1185591483 -2025830563961049268 -3488170435
Note: Kaixin investment is a wholly-owned subsidiary of Xianfeng Hongye, and Australia Xianfeng dairy is a wholly-owned subsidiary of Kaixin investment. The financial data of Kaixin investment and Xianfeng Hongye in the above table are consolidated data.
As of the disclosure date of this announcement, the secured party has no litigation and arbitration matters, no asset guarantee or mortgaged matters.
(V) integrity of the guaranteed party
After inquiry, Kaixin investment and Xianfeng Hongye are not dishonest Executees.
3、 Main contents of the agreement
1. Main contents of the guarantee agreement
The company provides joint and several liability guarantee for the bank loans of Kaixin investment and Xianfeng Hongye with a total amount of no more than 74 million yuan. The guarantee period is from the date of adoption of the second extraordinary general meeting of shareholders in 2022 to September 30, 2022. Xianfeng Hongye, Kaixin investment and Lu Xianfeng promise to provide counter guarantee for this guarantee with all their own assets. The guaranteed party shall pay Ningbo Xianfeng New Material Co.Ltd(300163) the guarantee fee of 2% of the actual total guarantee amount every year. 2. Main contents of counter guarantee agreement
In order to protect the rights of Ningbo Xianfeng New Material Co.Ltd(300163) , Xianfeng Hongye, Kaixin investment and Lu Xianfeng agree and voluntarily provide counter guarantee to Ningbo Xianfeng New Material Co.Ltd(300163) (based on the guarantee provided to Kaixin investment and Xianfeng Hongye) with all their own assets. If Ningbo Xianfeng New Material Co.Ltd(300163) assumes any guarantee liability, Xianfeng Hongye, Kaixin investment and Lu Xianfeng shall be jointly and severally liable to Ningbo Xianfeng New Material Co.Ltd(300163) for repayment.
4、 Opinions of the board of directors, transaction purpose and impact on Listed Companies
1. Operation status of main assets of the secured party
Xianfeng Hongye wholly holds Kaixin investment and 100% equity of Australian van Dairy Limited (hereinafter referred to as “Australian pioneer Dairy”) through Kaixin investment. Australian pioneer dairy has the world’s largest high-quality dairy monomer pasture and 170 square kilometers of the van Diemen ´ s land company (hereinafter referred to as “VDL”).
The financial data of Australian pioneer dairy in the latest year and the first period are as follows:
Unit: RMB
Company name: Pioneer dairy Australia
Balance sheet data September 30, 2021 (Unaudited) December 31, 2020 (audited)
Total assets 130805249030133161655406
Total current assets 1059620515710903027373
Total liabilities 28
