Sinomine Resource Group Co.Ltd(002738)
Securities code: Sinomine Resource Group Co.Ltd(002738) securities abbreviation: Sinomine Resource Group Co.Ltd(002738) Announcement No.: 2022024 bond Code: 128111 bond abbreviation: China Mining convertible bond
Sinomine Resource Group Co.Ltd(002738)
Announcement on the company applying for M & A loans from banks and providing guarantees
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 loans and guarantees
Sinomine Resource Group Co.Ltd(002738) (hereinafter referred to as “the company” or “the company”) intends to apply to Shanghai Pudong Development Bank Co.Ltd(600000) Beijing Branch (hereinafter referred to as ” Shanghai Pudong Development Bank Co.Ltd(600000) “) for an increase of RMB 585 million comprehensive credit line. The business type of the credit line is M & a loan, and the loan term is no more than 5 years, which is used to pay part of the M & a price for the acquisition of the equity of bikita lithium mine in Zimbabwe. Jiangxi Dongpeng New Material Co., Ltd. is one of the co repayments of the loan. The guarantee method is: the company guarantees the real estate and its affiliated parking spaces and land use rights on the 4th and 5th floors of Building 2, No. 11, Changchun Bridge Road, Haidian District, Beijing; China Mining (Tianjin) Overseas Mining Service Co., Ltd. (hereinafter referred to as “China Mining Tianjin overseas”), a wholly-owned subsidiary of the company, guarantees the real estate and land use right of its real estate located at No. 36, light textile economic zone, Binhai New Area, Tianjin; Mr. Wang Pingwei, the legal representative of the company, provided a guarantee of personal joint and several liability to Shanghai Pudong Development Bank Co.Ltd(600000) people. The legal representative of the company, Mr. Wang Pingwei, is authorized to sign relevant contracts and documents and handle relevant loan matters.
On March 14, 2022, the 18th meeting of the 5th board of directors of the company deliberated and adopted the proposal on the company applying for M & A loans and providing guarantees from banks. This proposal has been adopted by more than half of the non affiliated directors present at the board of directors. This guarantee shall be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the guaranteed
1. Company name: Sinomine Resource Group Co.Ltd(002738) .
2. Unified social credit Code: 9111 Shenzhen Sdg Information Co.Ltd(000070) 0242324.
3. Date of establishment: June 2, 1999.
4. Address: room 613, No. 5, Haiying Road, Fengtai District, Beijing.
5. Legal representative: Wang Pingwei.
Sinomine Resource Group Co.Ltd(002738)
6. Registered capital: 318140482 million yuan.
7. Business scope: Sales of chemical products (excluding dangerous goods) and metal products; Exploration and development of solid minerals; Exploration engineering construction; Regional geology, hydrogeology, engineering geology, environmental geology and remote sensing geological survey; Geological mapping; Engineering geological survey, geotechnical engineering survey, design, treatment and monitoring; Hydrogeological survey and drilling; Mining investment; Professional contracting; Import and export of goods, technology and agent import and export; Engineering technology research and development, technical services and information consultation; Design and construction of geological disaster control engineering; Contracting the import and export of equipment and materials required for overseas foundation and foundation projects and domestic international bidding projects; Dispatch labor personnel required for the implementation of the above overseas projects; Construction machinery and equipment leasing; Conference and exhibition services; estate management; Renting office space; Warehousing service (limited to foreign branches); Data processing (except for bank card centers in data processing and cloud computing data centers with pue value above 1.5). (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
8. Financial status: as of December 31, 2020, the total assets of the company were 49199467 million yuan, the net assets were 31661057 million yuan, and the total liabilities were 17472074 million yuan; In 2020, the operating revenue was 12757098 million yuan, the total profit was 1917254 million yuan, and the net profit was 1742627 million yuan (the above financial data were audited by Daxin Certified Public Accountants (special general partnership)).
As of September 30, 2021, the total assets of the company are 56247779 million yuan, the net assets are 37353276 million yuan, and the total liabilities are 18894503 million yuan; From January to September 2021, the operating revenue was 1394928500 yuan, the total profit was 390289200 yuan, and the net profit was 299951400 yuan (the above financial data were not audited).
9. Sinomine Resource Group Co.Ltd(002738) does not belong to the dishonest party.
3、 Main contents of guarantee contract
This guarantee is the authorization of the company’s proposed guarantee, and the relevant guarantee agreement has not been signed. The main contents of the guarantee agreement will be determined through consultation between the company and Shanghai Pudong Development Bank Co.Ltd(600000) jointly.
1. Guarantee mode
(1) The company uses its own real estate located on the 4th and 5th floors of Building 2, No. 11, Changchun Bridge Road, Haidian District, Beijing, and its affiliated parking spaces and land use rights as collateral.
(2) The wholly-owned subsidiary of the company, China Mining Tianjin overseas, is located in Tianjin Binhai New Area light textile under its name
The real estate and land use right of No. 36 real estate in Sinomine Resource Group Co.Ltd(002738) economic zone are mortgaged and guaranteed.
(3) Mr. Wang Pingwei, the legal representative of the company, provided a guarantee of personal joint and several liability to Shanghai Pudong Development Bank Co.Ltd(600000) people.
2. Guarantee period: no more than 5 years.
3. Guarantee amount: 585 million yuan.
4、 Opinions of the board of directors
The board of Directors believes that the purpose of applying to Shanghai Pudong Development Bank Co.Ltd(600000) for increasing the comprehensive credit line of 585 million yuan is to meet the capital needs of paying part of the M & a price for the acquisition of the equity of bikita lithium mine in Zimbabwe. It is based on the comprehensive consideration of the company’s current actual operation and cash flow status, which is conducive to the sustainable development of the company and in line with the company’s business development strategy, In line with the overall interests of the company and shareholders. The financial risk of this guarantee is within the controllable range of the company and will not damage the interests of the company and all shareholders.
5、 Opinions of independent directors
The independent directors believe that the purpose of applying to Shanghai Pudong Development Bank Co.Ltd(600000) for increasing the comprehensive credit line of 585 million yuan is to meet the capital needs of paying part of the acquisition price of bikita lithium mine in Zimbabwe, which is in line with the development strategy of the company. The guarantee has been deliberated and approved at the 18th meeting of the 5th board of directors of the company. The convening, voting procedures and methods of the meeting of the board of directors comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree on the overall arrangement of this guarantee.
6、 Accumulated external guarantees and overdue guarantees
As of the date of this announcement, the total external guarantee of the company and its holding subsidiaries was 1811836100 yuan (including this guarantee), accounting for 57.23% of the company’s audited net assets as of December 31, 2020; The total amount of guarantee actually incurred was 928073200 yuan, accounting for 29.31% of the company’s audited net assets as of December 31, 2020. The company and its holding subsidiaries have no overdue guarantee; The loss of the lawsuit without guarantee shall also be borne by the defendant.
7、 Documents for future reference
1. Sinomine Resource Group Co.Ltd(002738) the resolution of the 18th meeting of the 5th board of directors.
2. Sinomine Resource Group Co.Ltd(002738) the resolution of the 14th meeting of the 5th board of supervisors.
3. Prior approval opinions and independent opinions of independent directors on matters related to the 18th meeting of the 5th board of directors.
Sinomine Resource Group Co.Ltd(002738) it is hereby announced.
Sinomine Resource Group Co.Ltd(002738) board of directors March 14, 2022
