Securities code: Shandong Chenming Paper Holdings Limited(000488) 200488 securities abbreviation: Shandong Chenming Paper Holdings Limited(000488) Chenming B Announcement No.: 2022008 Shandong Chenming Paper Holdings Limited(000488)
Announcement on equipment financing business of 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、 Transaction overview
1. Transaction overview
In order to further expand financing channels and adjust the structure of long-term, medium-term and short-term liabilities, Shandong Chenming Paper Holdings Limited(000488) (hereinafter referred to as “the company”) subsidiary Shouguang Meilun Paper Co., Ltd. (hereinafter referred to as “Shouguang Meilun”) plans to carry out after-sale and leaseback equipment financing business with Changjiang United Financial Leasing Co., Ltd. (hereinafter referred to as “Changjiang golden leasing”), The financing amount shall not exceed 300 million yuan (including 300 million yuan) and the term shall not exceed 5 years (including 5 years). The company provides joint and several liability guarantee for Shouguang Meilun’s financing business. The guarantee amount shall not exceed 300 million yuan (including 300 million yuan) and the term shall not exceed 5 years (including 5 years). 2. Approval procedure
The company has no related relationship with Changjiang Jinzu, and the above transactions do not constitute related party transactions or major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, Shouguang Meilun’s after-sale and leaseback equipment financing business did not meet the review standard of the board of directors and did not need to be reviewed by the board of directors of the company.
On June 18, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on adjusting the guarantee amount of subsidiaries, agreed to adjust the guarantee amount of relevant subsidiaries, and adjusted the guarantee amount between holding subsidiaries on the premise of meeting the listing rules and relevant regulations. In order to meet the business development needs of Shouguang Meilun, the company will adjust the unused guarantee amount of its subsidiary Huanggang Chenming pulp and Paper Co., Ltd. (hereinafter referred to as “Huanggang Chenming”) by 300 million yuan to Shouguang Meilun. The guarantee amount provided by the company for Huanggang Chenming was adjusted from 4.3 billion yuan to 4 billion yuan, and the unused guarantee amount was 2.12 billion yuan. The guarantee provided by the company for Shouguang Meilun financing is within the above authorized guarantee limit.
2、 Basic information of the counterparty
Company name: Changjiang United Financial Leasing Co., Ltd
Date of establishment: June 18, 2015
Registered capital: 2450 million yuan
Legal representative: Jin Jianhua
Unified social credit Code: 9131 Digital China Group Co.Ltd(000034) 22088139
Registered address: room 1101, floor 11, No. 308, Jinkang Road, China (Shanghai) pilot Free Trade Zone
Equity structure: Shanghai Rural Commercial Bank Co.Ltd(601825) holds 51.02% of its equity, Shanghai Yongda Automobile Pudong Sales Service Co., Ltd. holds 12.24%, Zhejiang Huhang Ningbo Expressway Co., Ltd. holds 10.61%, Wonders Information Co.Ltd(300168) holds 8.16%, and Changjiang United Capital Management Co., Ltd. holds 6.94%, Changjiang Economic United Development (Group) Co., Ltd. holds 4.49% of its equity, Shanghai Marriott Investment Co., Ltd. holds 3.27%, Bestway Marine & Energy Technology Co.Ltd(300008) holds 2.45%, and Shanghai shipping exchange holds 0.82%.
Business scope: financial leasing business; Transfer and transfer of financial leasing assets; Fixed income securities investment business; Accept the lease deposit from the lessee; Absorb fixed deposits of non bank shareholders for more than three months; Interbank borrowing; Borrowing from financial institutions; Overseas loans; Sale and disposal of leased property; Economic consultation, credit asset securitization business and other businesses approved by Bank Of China Limited(601988) Industry Regulatory Commission.
3、 Basic information of the guaranteed
Enterprise name: Shouguang Meilun Paper Co., Ltd
Registered address: No. 595, Shengcheng street, Shouguang City
Date of establishment: June 30, 2009
Legal representative: he Zhiqiang
Company type: other limited liability companies
Registered capital: 4801045519 yuan
Business scope: production and sales: coated paper, paperboard, paper products, papermaking raw materials, papermaking machinery, starch; Sales: fiber feed, germ, protein powder, papermaking additives, chemical products (excluding dangerous chemicals and precursor chemicals), electric power, heat, coal, gypsum, papermaking machinery accessories; Research and development consulting services of papermaking technology; To engage in the import and export of goods and technologies within the scope permitted by the state.
Ownership structure:
Name of shareholder contribution amount (10000 yuan) shareholding ratio
Shandong Chenming Paper Holdings Limited(000488) 300000 624864%
Weifang Chenrong new and old kinetic energy conversion equity investment fund partnership (limited partnership) 261005.4363%
Dongxing Securities Corporation Limited(601198) Investment Co., Ltd. 171631579 3.5749%
Weifang chenchuang equity investment fund partnership (limited partnership) 514894737 107246%
CCB financial assets investment Co., Ltd. 746829303 155556%
Xizheng Innovation Investment Co., Ltd. 106689900 2.2222%
Total 4801045519 100%
Main financial data:
Unit: 10000 yuan
The project is from June 30, 2021 to December 31, 2020
Total assets 167523652149254628
Total liabilities 8457264190451275
Total owner’s equity 8295101158803352
Project from January to June 2021 to 2020
Operating income 4447905680703657
Operating profit 25027492275509
Net profit 23233522198937
Note: the financial data of 2020 has been audited; The financial data from January to June 2021 were unaudited.
Shouguang Meilun is not a dishonest person.
4、 Introduction to the subject matter of the transaction
Name: some production equipment of Shouguang Meilun
Category: fixed assets
Ownership status: the subject matter of the transaction belongs to Shouguang Meilun. There is no mortgage, pledge or other third-party rights on the subject matter, no major disputes, litigation or arbitration involving relevant assets, and no judicial measures such as seizure and freezing. Shouguang Meilun has the right to use the subject matter of the transaction during the equipment financing period.
5、 Main contents of transaction contract
Shouguang Meilun and the company will sign the financial lease contract and guarantee contract with Changjiang Jinzu according to the actual business needs. Shouguang Meilun and Changjiang Jinzu carry out after-sale leaseback financial leasing business, with a financing amount of no more than 300 million yuan (including 300 million yuan) and a term of no more than 5 years. The company provides joint and several liability guarantee for Shouguang Meilun’s financing business, with a guarantee amount of no more than 300 million yuan (including 300 million yuan) and a term of no more than 5 years (including 5 years), The details shall be subject to the relevant contracts signed by Shouguang Meilun and the company with Changjiang golden rent.
6、 Purpose of this transaction and its impact on the company
Shouguang Meilun’s equipment financing business this time is conducive to further broaden financing channels, revitalize fixed assets, improve capital use efficiency, and further enhance the company’s profitability and market competitiveness. This transaction of Shouguang Meilun will not affect its normal use of relevant production equipment, will not have a significant impact on production and operation, and will not affect the interests of the company and all shareholders.
7、 Opinions of the board of directors
The company’s guarantee for Shouguang Meilun’s financing will help to meet its business development needs. Other shareholders of Shouguang Meilun did not provide corresponding guarantee according to their shareholding ratio, and did not provide counter guarantee. Shouguang Meilun has good credit standing, the company has absolute control over it, and the guarantee risk is controllable. This guarantee is provided to support the development of the company’s subsidiaries, which is in line with the overall interests of the company, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders.
8、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the total balance of external guarantees of the company and its holding subsidiaries was RMB 11.020 billion, accounting for 45.39% of the company’s latest audited net assets. Among them, the total balance of guarantees provided by the company and its holding subsidiaries to units outside the consolidated statements was RMB 418 million, accounting for 1.72% of the company’s latest audited net assets, and there were no overdue external guarantees.
It is hereby announced.
Shandong Chenming Paper Holdings Limited(000488) board of directors March 13, 2002
