Securities code: Shenzhen Bauing Construction Holding Group Co.Ltd(002047) securities abbreviation: Shenzhen Bauing Construction Holding Group Co.Ltd(002047) Announcement No.: 2022023 Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
Announcement on providing guarantee for wholly-owned subsidiaries
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
The seventh annual general meeting of the board of directors of the company (hereinafter referred to as “the seventh meeting of the board of directors”) on July 19, 2020 was held to review and approve the proposal on “financing of the company” and “subsidiary” respectively, It is agreed that the company and its wholly-owned subsidiaries provide a guarantee for the financing of the company and its wholly-owned subsidiaries to financial institutions with an accumulated amount of no more than 15 billion yuan, including new guarantee, original stock guarantee and renewal of original stock guarantee when due, The validity period of the above guarantee limit is from the date of deliberation and approval of the company’s 2020 annual general meeting to the date of holding the company’s 2021 annual general meeting. The details are as follows:
The shareholding ratio of the guarantor to the guaranteed party the newly increased guarantee amount this time (RMB 100 million)
Shenzhen Bauing Construction Holding Group Co.Ltd(002047) wholly owned subsidiaries with asset liability ratio below 70% 100% 115
Shenzhen Bauing Construction Holding Group Co.Ltd(002047) 100% of wholly-owned subsidiaries with asset liability ratio of more than 70% 30
Shenzhen Bauing Construction Holding Group Co.Ltd(002047) Shenzhen Bauing Construction Holding Group Co.Ltd(002047) – 5
Wholly owned subsidiary
Note: the asset liability ratio shown in this table is subject to the higher of the audited financial statements of the guaranteed party in the latest year or the latest financial statements.
The general meeting of shareholders of the company authorizes the management of the company to allocate the guarantee amount between the company and its wholly-owned subsidiaries and between the wholly-owned subsidiaries according to the actual business needs, and can also allocate the guarantee amount to the newly established wholly-owned subsidiaries. The guarantee amount shall not be adjusted beyond the standard of asset liability ratio exceeding 70%, and relevant procedures shall be handled within the scope of the above total amount. For details, please refer to the company’s designated information disclosure media securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo.com on April 28, 2021 and May 20, 2021 respectively（ http://www.cn.info.com.cn. ）The announcement on financing and providing guarantees to financial institutions in 2021 (Announcement No.: 2021032) and the announcement on resolutions of the general meeting of shareholders in 2020 (Announcement No.: 2021046) disclosed.
Recently, the company signed the maximum guarantee agreement with Shenzhen Qianhai branch of Bohai Bank Co., Ltd. (hereinafter referred to as “Bohai bank”) in Shenzhen. The company provides guarantee for the comprehensive credit business applied by Shenzhen BAOYING Construction Group Co., Ltd. (hereinafter referred to as “BAOYING construction”) to Bohai bank, The guarantee amount is 400 million yuan only.
Before this guarantee, the company’s guarantee balance for BAOYING construction (provided and still within the guarantee period) was 29328445 million yuan, the used guarantee amount for BAOYING construction was 5720 million yuan, and the available guarantee amount was 5780 million yuan; After this guarantee is provided, the company’s guarantee balance for BAOYING construction (provided and still within the guarantee period) is 29328445 million yuan, the used guarantee amount for BAOYING construction is 5620 million yuan, and the available guarantee amount is 5880 million yuan. The asset liability ratio of Baoying construction is less than 70% (subject to the audited financial statements of Baoying construction in the latest year or the data in the latest financial statements, whichever is higher). This guarantee line is within the scope of the company’s guarantee credit line for wholly-owned subsidiaries with asset liability ratio less than 70%.
2、 Basic information of the guaranteed party
1. Name: Shenzhen BAOYING Construction Group Co., Ltd
2. Unified social credit Code: 91440 Suzhou Kingswood Education Technology Co.Ltd(300192) 264106h
3. Legal representative: Xue Yidong
4. Company domicile: No. 107c, building F1, East Industrial Zone, overseas Chinese town, Shahe street, Nanshan District, Shenzhen
5. Registered capital: 150 million yuan
6. Enterprise type: joint stock limited company (unlisted)
7. Date of establishment: April 11, 1994
8. Business scope: the general business project is to undertake the design and construction of indoor and outdoor decoration works of various buildings (including cars, ships and aircraft); Design, fabrication, installation and construction of curtain wall works of various types of buildings; Undertake the design and construction of building intelligence and fire-fighting facilities for public and civil construction projects; Undertake the installation and construction of electromechanical equipment, metal doors and windows and steel structure works of public and civil construction projects; Design and installation of furniture and wood products; Sales and installation of building decoration stone materials; Architectural decoration design consultation; The design, R & D and sales of new building decoration materials (the above items do not include the projects that need to be submitted for approval according to laws, administrative regulations and decisions of the State Council, and can be operated only after obtaining the qualification license of relevant competent departments); Wholesale and sales of building materials; Wholesale, sales and leasing of mechanical equipment, hardware products and electronic products (excluding financial leasing activities); Sales of non-ferrous metal materials and metal products; China trade; Invest and set up industries (specific projects will be reported separately). The licensed business items are the sales of class II and class III medical devices. 9. Main financial data: as of December 31, 2020, Baoying construction had total assets of 11712593500 yuan, total liabilities of 7792648500 yuan and net assets of 3919945 million yuan. In 2020, it realized operating income of 58767463 million yuan, total profit of 2543115 million yuan and net profit of 2144685 million yuan (the above data have been audited);
As of September 30, 2021, Baoying construction had total assets of 12301708100 yuan, total liabilities of 8350607600 yuan and net assets of 3951100500 yuan. From January to September, 2021, it realized operating income of 3520965300 yuan, total profit of 17.025 million yuan and net profit of 144197 million yuan (the above data are not audited).
10. Equity structure: the company directly holds 99.89% of its equity and holds 0.11% of its equity through Shenzhen BAOYING Smart City Technology Development Co., Ltd., a wholly-owned subsidiary of the company. BAOYING construction is a wholly-owned subsidiary of the company.
11. Latest credit rating status: no external rating.
12. Performance capability: BAOYING construction is a wholly-owned subsidiary of the company and is not a dishonest executee.
3、 Main contents of maximum guarantee agreement
1. Guarantor: Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
2. Debtor: Shenzhen BAOYING Construction Group Co., Ltd
3. Creditor: Shenzhen Qianhai branch of Bohai Bank Co., Ltd
4. Guarantee amount: RMB 400 million only
5. Guarantee mode: joint and several liability guarantee
6. Guarantee scope: (1) all debt principal, interest (including but not limited to legal interest, agreed interest, overdue interest, default interest and compound interest), handling charges and other charges, liquidated damages, damages Expenses for realizing creditor’s rights (including but not limited to litigation expenses, lawyer’s fees, public 1 refers to the comprehensive credit contract [boqian fenzong (2022) No. 1] signed by Bohai bank and BAOYING construction, as well as all specific business contracts signed by both parties on each specific credit business according to the contract.
Certificate fee and execution fee, etc.) and other payables (whether the payment is payable on the due date of debt under the main contract or becomes payable under other circumstances); (2) All expenses incurred by the creditor to realize the security interest under this Agreement (including but not limited to litigation expenses, lawyer’s expenses, notarization expenses and execution expenses); (3) The liquidated damages and any other payments payable by the guarantor to the creditor under this agreement.
The above are collectively referred to as “secured obligations”. The principal amount of the guaranteed debt shall not exceed the limit, except for other amounts determined in accordance with the above provisions.
7. Guarantee period: three years from the date of expiration of the debtor’s debt performance period under the main contract. If the debts under the main contract have different maturity dates, the guarantee period of the guarantor shall be calculated according to different maturity dates. 4、 Opinions of the board of directors
This guarantee complies with the provisions of the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) and other laws and regulations, the provisions of the Shenzhen Bauing Construction Holding Group Co.Ltd(002047) articles of association and the Shenzhen Bauing Construction Holding Group Co.Ltd(002047) external guarantee management system, and is to further support the needs of the company and its wholly-owned subsidiaries for business development funds, It is agreed that the company and its wholly-owned subsidiaries will provide a guarantee for the financing of the company and its wholly-owned subsidiaries to financial institutions with an accumulated amount of no more than 15 billion yuan. The guarantee amount includes new guarantee, original stock guarantee and renewal of original stock guarantee upon expiration. The validity period of the above guarantee limit is from the date of deliberation and approval of the company’s 2020 annual general meeting to the date of holding the company’s 2021 annual general meeting.
The objects of this guarantee are the company and its wholly-owned subsidiaries. The business activities of all parties have been incorporated into the unified management of the company. At present, each guaranteed party is in good operating condition, has the ability to repay debts, and the financial risk of providing guarantee is within the controllable range. This guarantee does not involve counter guarantee and will not affect the sustainable operation ability of the company. The board of directors requests the general meeting of shareholders to authorize the management of the company to allocate the guarantee amount between the company and its wholly-owned subsidiaries, and between wholly-owned subsidiaries and wholly-owned subsidiaries according to the actual business needs, or allocate the guarantee amount to the newly established wholly-owned subsidiaries, and go through relevant procedures within the above total amount, The specific guarantee period and guarantee method of each guarantee shall be subject to the relevant guarantee agreement signed between the company and its wholly-owned subsidiaries and financial institutions. 5、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the guarantee amount approved by the company is 15 billion yuan. The total amount of this guarantee is RMB 400 million. After this guarantee is provided, the amount of guarantee used by the company and its holding subsidiaries is RMB 59.70 million; The external guarantee balance of the company and its holding subsidiaries was 3 H&R Century Union Corporation(000892) 700 yuan, accounting for 71.78% of the company’s audited net assets attributable to shareholders of Listed Companies in 2020; The company and its holding subsidiaries did not provide guarantees for units outside the scope of the consolidated statements.
The company and its holding subsidiaries have no overdue external guarantees, nor have they provided guarantees for controlling shareholders, actual controllers and their related parties.
6、 Documents for future reference
1. Resolutions of the 10th meeting of the 7th board of directors;
2. Resolutions of the general meeting of shareholders in 2020;
3. Maximum guarantee agreement [boqian fengaobao (2022) No. 24];
4. Comprehensive credit contract [boqian fenzong (2022) No. 1].
It is hereby announced.
Shenzhen Bauing Construction Holding Group Co.Ltd(002047) board of directors
March 12, 2022
