Securities code: Meihua Holdings Group Co.Ltd(600873) securities abbreviation: Meihua Holdings Group Co.Ltd(600873) Announcement No.: 2022011 Meihua Holdings Group Co.Ltd(600873) announcement on providing guarantee to wholly-owned subsidiaries in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Name of the guaranteed: Tongliao Meihua, Xinjiang Meihua, Jilin Meihua, Hong Kong Meihua, Tongliao Jianlong and Langfang, the wholly-owned subsidiaries of the company
Total amount of this guarantee: the total amount shall not exceed the equivalent of RMB 5.13 billion (including stock)
Whether there is counter guarantee in this guarantee: None
There is no overdue guarantee in the company's external guarantee
1、 Overview of guarantee
The company plans to provide guarantee (including stock) to the wholly-owned subsidiary in 2022: the actual guarantee balance provided by the company to the wholly-owned subsidiary Tongliao Meihua Holdings Group Co.Ltd(600873) Technology Co., Ltd. (hereinafter referred to as "Tongliao Meihua") in 2022 shall not exceed RMB 1.4 billion, The actual guarantee balance provided to the wholly-owned subsidiary Xinjiang Meihua amino acid Co., Ltd. (hereinafter referred to as "Xinjiang Meihua") shall not exceed RMB 1 billion, and the actual guarantee balance provided to the wholly-owned subsidiary Jilin Meihua amino acid Co., Ltd. (hereinafter referred to as "Jilin Meihua") shall not exceed RMB 1.2 billion, The actual guarantee balance provided to the wholly-owned subsidiary Meihua Group International Trade (Hong Kong) Co., Ltd. (hereinafter referred to as "Hong Kong Meihua") shall not exceed the equivalent of RMB 1 billion, and the actual guarantee balance provided to the wholly-owned subsidiary Tongliao Jianlong Acid Co., Ltd. (hereinafter referred to as "Tongliao Jianlong") shall not exceed RMB 500 million, The actual guarantee balance provided to the wholly-owned subsidiary Langfang Meihua seasoning Food Co., Ltd. (hereinafter referred to as "Langfang seasoning") shall not exceed RMB 30 million. On March 11, 2022, the company held the 28th meeting of the 9th board of directors, which deliberated and adopted the proposal on providing guarantee to wholly-owned subsidiaries in 2022. The board of directors requested the general meeting of shareholders to authorize the board of directors to handle each guarantee within the above guarantee limit, and no separate board of directors was held, and authorized Mr. He Jun, the general manager of the company, to be within the guarantee limit, Sign relevant documents and handle guarantee procedures. The authorization period starts from the date of the general meeting of shareholders who passed the guarantee proposal to the date of the next annual general meeting of shareholders.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
1. Name of the guaranteed: Tongliao Meihua Holdings Group Co.Ltd(600873) Technology Co., Ltd
Registered address: Mulitu Town, Horqin district, Tongliao City, Inner Mongolia Autonomous Region
Legal representative: Gong Hua
Registered capital: RMB 1.8 billion
Company type: limited liability company (sole proprietorship of legal person)
Business scope: production and sales of monosodium glutamate (sodium glutamate) (operated according to the validity period of the license); Production and sales of starch sugar; Soy sauce production and sales (operate according to the validity period of the license); Production and sales of fertilizer products; Production and sales of soil conditioner; Production and sales of liquid anhydrous ammonia (operated according to the validity period of the license); Production and sales of single feed (operated according to the validity period of the license); Production and sales of amino acid series products; Production and sales of feed additives (operating according to the validity period of the license); Production and sales of food additives (operating according to the validity period of the license); Coal distribution; Warehousing (excluding hazardous chemicals); Grain purchase and sale. Production and sales of adenosine (pharmaceutical intermediates); Adenine sales; Sales of liquid anhydrous ammonia by-products liquid ammonia, liquid argon and liquid oxygen; Production and sales of by-product ammonium sulfate; Production and sales of pharmaceutical excipients and hollow capsules; Equipment maintenance; Loading and unloading of goods; Labor consulting services; Equipment leasing and house leasing; Import and export of goods; Unit canteen; Solid waste treatment (operation with license). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Tongliao Meihua is a wholly-owned subsidiary of the company. According to the audit, as of December 31, 2021, Tongliao Meihua had total assets of 5.779 billion yuan, net assets of 3.693 billion yuan, operating income of 8.689 billion yuan and net profit of 501 million yuan.
2. Name of the guaranteed: Xinjiang Meihua amino acid Co., Ltd
Registered address: No. 1289, beierxi street, Wujiaqu Industrial Park, Xinjiang
Legal representative: Wang You
Registered capital: RMB 2.5 billion
Company type: other limited liability companies
Business scope: production, processing and sales of monosodium glutamate [sodium glutamate (99%)], food additives, condiments, starch, protein powder, starch by-products and amino acid series products; Grain purchase and sale; Import and export of general goods and technology; Production and sales of compound fertilizer; Production and sales of liquid anhydrous ammonia and by-products liquid nitrogen, liquid argon, liquid oxygen and xanthan gum; Production, processing and sales of organic fertilizer, soil conditioner, compound fertilizer, water-soluble fertilizer and bio organic fertilizer (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Xinjiang Meihua company is a wholly-owned subsidiary established in Wujiaqu, Xinjiang in 2011. As of December 31, 2021, Xinjiang Meihua has total assets of 6.858 billion yuan, net assets of 3.191 billion yuan, operating income of 7.416 billion yuan and net profit of 1.206 billion yuan.
3. Name of the guaranteed: Jilin Meihua amino acid Co., Ltd
Registered address: South Zhujiang Road, West Yunhai street, Baicheng Industrial Park
Legal representative: Zhang Jinlong
Registered capital: 1.5 billion yuan only
Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Business scope: production, processing and sales of monosodium glutamate, sodium glutamate 99%, food additives, condiments, starch, protein powder, starch by-products and amino acid series products; Grain purchase; Import and export of general goods and technology; Production and sales of compound fertilizer; Xanthan gum production and sales; Production, processing and sales of organic fertilizer, soil conditioner, compound fertilizer, water-soluble fertilizer and bio organic fertilizer; Production and sales of pharmaceutical intermediates (adenosine); Production and sales of by-product ammonium sulfate; Maintenance and leasing of mechanical equipment; Labor consulting services; Sales of fly ash and slag; Production and sales of monosodium glutamate residue and nucleotide residue; Coal distribution; Purchase and sale of corn; Production and sales of liquid anhydrous ammonia and by-products, liquid nitrogen, liquid argon and liquid oxygen; Warehousing services (excluding hazardous chemicals) (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Jilin Meihua company is a wholly-owned subsidiary established in August 2017 in Baicheng, Jilin Province. According to the audit, as of December 31, 2021, Jilin Meihua had total assets of 6.156 billion yuan, net assets of 1.563 billion yuan, operating income of 4.922 billion yuan and net profit of 212 million yuan.
4. Name of the guaranteed: Meihua Group International Trading (Hong Kong) Co., Ltd
Address: RM D 10 / F hydropower CTR 1 Wang Kwong Rd KLN baykl
Business scope: international trade
Registration Certificate No.: 60746212000-12-19-4
Hong Kong Meihua company is a limited company registered in Hong Kong under the Companies Ordinance (Chapter 32 of the laws of Hong Kong), which is a wholly-owned subsidiary of the company.
Hong Kong plum blossom is mainly used to expand the company's international trade business and strengthen the company's contact with overseas customers. As of December 31, 2021, the audited total assets of Hong Kong Meihua were 9.55 million yuan
With a net asset of 140 million yuan and an operating income of 5.833 billion yuan and a net profit of 103029 million yuan in 2021.
5. Name of the guaranteed: Tongliao Jianlong Acid Co., Ltd
Registered address: Mulitu Industrial Park, Tongliao City, Inner Mongolia Autonomous Region
Legal representative: Gong Hua
Registered capital: one hundred and thirty-three million yuan only
Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Business scope: hazardous chemicals business; Production of hazardous chemicals; Food additive production; Sales of food additives; Import and export of goods; Sales of coal and products; Heat production and supply; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Mechanical equipment leasing; Warehousing equipment leasing services; Labor services (excluding labor dispatch).
Tongliao Jianlong is a wholly-owned subsidiary of Tongliao Meihua, a wholly-owned subsidiary of the company. According to the audit, as of December 31, 2021, Tongliao Jianlong had total assets of 185 million yuan and net assets of 140 million yuan. In 2021, it realized operating income of 95 million yuan and net profit of 1.7489 million yuan.
6. Name of the guaranteed: Langfang Meihua seasoning Food Co., Ltd
Registered address: West Huaxiang Road and North Aimin Road, Langfang Economic and Technological Development Zone
Legal representative: Wang Jing
Registered capital: 250 million yuan only
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Business scope: Wholesale and retail of prepackaged food; Monosodium glutamate [sodium glutamate (99% monosodium glutamate), monosodium glutamate]; Production and sales of seasoning (solid); Technology research and development and technical consultation of condiments; Import and export of goods (excluding goods prohibited by the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) Langfang seasoning is a wholly-owned subsidiary of the company. According to the audit, as of December 31, 2021, Langfang Meihua had total assets of 320 million yuan and net assets of 287 million yuan. In 2021, it realized operating income of 306 million yuan and net profit of 188175 million yuan.
3、 Main contents of the guarantee agreement
The company plans to provide guarantee (including stock) to the wholly-owned subsidiary in 2022: the actual guarantee balance provided by the company to the wholly-owned subsidiary Tongliao Meihua in 2022 shall not exceed RMB 1.4 billion, the actual guarantee balance provided to the wholly-owned subsidiary Xinjiang Meihua shall not exceed RMB 1 billion, and the actual guarantee balance provided to the wholly-owned subsidiary Jilin Meihua shall not exceed RMB 1.2 billion, The actual guarantee balance provided to the wholly-owned subsidiary Hong Kong Meihua shall not exceed the equivalent of RMB 1 billion, the actual guarantee balance provided to the wholly-owned subsidiary Tongliao Jianlong shall not exceed RMB 500 million, and the actual guarantee balance provided to the wholly-owned subsidiary Langfang seasoning shall not exceed RMB 30 million. 4、 Opinions of the board of directors and independent directors
Tongliao Meihua, Xinjiang Meihua, Jilin Meihua, Hong Kong Meihua, Tongliao Jianlong and Langfang seasoning are wholly-owned subsidiaries of the same company, providing guarantee for the company to carry out business. The guarantee has been deliberated and approved at the 28th meeting of the ninth board of directors of the company. The independent directors have expressed their opinions on the above guarantee matters: the above six companies are wholly-owned subsidiaries of the company. The purpose of the guarantee is to meet the needs of business development and will not affect the production and operation of the company. They agree to the above guarantee matters.
5、 Accumulated external guarantees and overdue guarantees
As of the issuance date of this announcement, the total amount of external guarantees provided by the company to its subsidiaries is equivalent to RMB 2.674 billion, accounting for 25.17% of the audited net assets of Listed Companies in the latest year (2021); The total amount of guarantees provided by holding subsidiaries to listed companies was 2.380 billion yuan, accounting for 22.40% of the audited net assets of Listed Companies in the latest year; Except for the guarantee provided to the wholly-owned subsidiary, there is no other external guarantee; There is no overdue guarantee in the company.
6、 Directory of documents for future reference
1. Resolutions of the 28th meeting of the 9th board of directors
2. Special instructions of independent directors on external guarantees
3. Tongliao plum blossom, Xinjiang plum blossom, Jilin plum blossom, Hong Kong plum blossom, Tongliao Jianlong, Langfang seasoning business license
4. Financial statements of Tongliao Meihua, Xinjiang Meihua, Jilin Meihua, Hong Kong Meihua, Tongliao Jianlong and Langfang in 2021
It is hereby announced.
Meihua Holdings Group Co.Ltd(600873) board of directors March 11, 2022
