Securities code: Bohai Water Industry Co.Ltd(000605) securities abbreviation: Bohai Water Industry Co.Ltd(000605) Announcement No.: 2022007 Bohai Water Industry Co.Ltd(000605)
Announcement on the company’s intention to provide guarantee and related party transactions to joint-stock 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.
1、 Overview of guarantee
Shahe Jiacheng Environmental Engineering Co., Ltd. (hereinafter referred to as “Shahe Jiacheng”) is a joint-stock subsidiary of Bohai Water Industry Co.Ltd(000605) (hereinafter referred to as “the company”), the company holds 40% of the shares of Shahe Jiacheng, and the other shareholder of Shahe Jiacheng is Hebei Yuehai Water Group Co., Ltd. (hereinafter referred to as “Hebei Yuehai”), which holds 60% of the shares of Shahe Jiacheng. Due to the needs of business development, Shahe Jiacheng plans to apply for credit business from Yuehai Group Finance Co., Ltd. with a total credit scale of no more than 235 million yuan and a term of no more than five years. The company plans to provide guarantee for 50.4 million yuan of the above financing amount, and the remaining 184.6 million yuan of financing amount is guaranteed by Hebei Yuehai, the controlling shareholder of Shahe Jiacheng.
Ms. Li Huaqing, the shareholder and director of the company holding more than 5% shares, serves as the manager and director of Hebei Yuehai. At the same time, Mr. Liu Haiyuan, the deputy general manager of the company, serves as the director of Hebei Yuehai. Shahe Jiacheng is the holding subsidiary of Hebei Yuehai. Therefore, Shahe Jiacheng is the related party of the company. This transaction constitutes a related party transaction.
At the 18th meeting of the 7th board of directors held on March 15, 2022, the company deliberated and adopted the proposal on the company’s plan to provide guarantee and related party transactions for participating companies. The voting results of the proposal were: 8 votes in favor, 0 votes against and 0 abstentions. This proposal involves related party transactions, and Ms. Li Huaqing, a related director, avoided voting in the deliberation of this proposal. The independent directors of the company have expressed their prior approval opinions and independent opinions on this proposal.
According to the provisions of the Listing Rules of Shenzhen Stock Exchange and other relevant normative documents and the articles of association, the guarantee matters need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
1. Name of the guaranteed: Shahe Jiacheng Environmental Engineering Co., Ltd
2. Date of establishment: November 3, 2016
3. Registered address: South of Xiayuan village, Baita Town, Shahe City, Xingtai City, Hebei Province
4. Legal representative: Wang Jieting
5. Registered capital: 126 million yuan
6. Business scope: design, construction and general contracting of environmental engineering; Technical consulting service and evaluation of environmental engineering; Production and sales of environmental equipment and products; Collection and treatment of domestic sewage and industrial wastewater; Construction and management of water supply and drainage and sewage treatment projects; Design and construction of sewage treatment project; Maintenance of sewage treatment facilities; Cleaning services; Design and construction of environmental protection works; Environmental protection engineering and technical services; Water treatment technology consultation and technical services; Design and construction of water treatment works; Water pollution control projects and air pollution control projects; Operation management and construction of environmental protection facilities; Construction and maintenance of water supply network and drainage network; Sales of water supply equipment and drainage equipment. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
7. Relationship with the company: Shahe Jiacheng is a joint-stock subsidiary of the company, and the company holds 40% of its shares.
8. Equity relationship between Shahe Jiacheng and the company:
The actual controller of Yuehai Water Holding Co., Ltd. is the people’s Government of Guangdong Province.
9. Main financial indicators:
As of December 31, 2020, the total assets of Shahe Jiacheng were 45605739753 yuan and the owner’s equity was 11673723722 yuan; In 2020, the operating income was 3894922833 yuan and the net profit was -296782474 yuan. The above financial data are audited.
As of December 31, 2021, the total assets of Shahe Jiacheng were 62764409101 yuan and the owner’s equity was 12348821435 yuan; In 2021, the operating income was 3254426026 yuan and the net profit was -1097317574 yuan. The above financial data are unaudited.
10. Shahe Jiacheng does not belong to the dishonest executee.
3、 Main contents of the guarantee agreement
Party A: Yuehai Group Finance Co., Ltd
Party B: Bohai Water Industry Co.Ltd(000605)
1. Secured principal claim
The principal of the creditor’s rights shall not exceed RMB 5040000000 (in words: RMB fifty million four hundred thousand only). 2. Guarantee mode
The guarantee under this contract is joint and several liability guarantee.
3. Guarantee scope
Principal of creditor’s rights and corresponding interest (including normal interest, overdue interest, etc.), handling charges, liquidated damages, damages All costs and expenses paid by the creditor to realize the creditor’s rights and security rights (including but not limited to legal fees, arbitration fees, property preservation fees, preservation guarantee fees, appraisal fees, notarization fees, announcement fees, execution fees, lawyer fees, travel expenses, etc.) and all payables of other main contract debtors, And other obligations that the debtor of the main contract shall perform under the main contract other than the above payment or compensation obligations.
4. Guarantee period
Three years from the date of expiration of the debt performance period agreed in the main contract.
4、 Transaction purpose and impact on Listed Companies
This guarantee is to meet the capital needs of Shahe Jiacheng, a joint-stock subsidiary of the company. After a comprehensive evaluation of Shahe Jiacheng’s operation, solvency and credit status, the company believes that it is in good operation and credit and has the ability to repay its debts. This guarantee will not have an adverse impact on the company and will not damage the interests of the listed company and all shareholders.
5、 Accumulated various connected transactions with the connected person
As of the disclosure date of this announcement, in 2022, the company had no other related party transactions with Shahe Jiacheng except this related party transaction.
6、 Opinions of independent directors
1. Prior approval opinions of independent directors
Shahe Jiacheng is a joint-stock subsidiary of the company. Due to the needs of business development, Shahe Jiacheng plans to apply for credit business from Yuehai Group Finance Co., Ltd. with a total credit scale of no more than 235 million yuan and a term of no more than five years. The company plans to provide guarantee for 50.4 million yuan of the above financing amount, The remaining 184 Shanghai Pudong Development Bank Co.Ltd(600000) yuan of financing amount is guaranteed by Hebei Yuehai, the controlling shareholder of Shahe Jiacheng. This guarantee will not have an adverse impact on the company and will not damage the interests of the listed company and all shareholders. Therefore, we agree to submit the above proposal to the 18th meeting of the seventh board of directors of the company for deliberation.
2. Independent opinions of independent directors
Shahe Jiacheng is a joint-stock subsidiary of the company. Due to the needs of business development, Shahe Jiacheng plans to apply for credit business from Yuehai Group Finance Co., Ltd. with a total credit scale of no more than 235 million yuan and a term of no more than five years. The company plans to provide guarantee for 50.4 million yuan of the above financing amount, The remaining 184 Shanghai Pudong Development Bank Co.Ltd(600000) yuan of financing amount is guaranteed by Hebei Yuehai, the controlling shareholder of Shahe Jiacheng.
The deliberation procedures of this guarantee, the convening procedures of the board of directors and the voting procedures are in line with the relevant laws and regulations and the articles of association. The guarantee acts are fair and equal, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we agree to this proposal and submit the proposal on the company’s plan to provide guarantee and related party transactions to the shareholders’ meeting for deliberation.
7、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the external guarantee balance of the company and its holding subsidiaries was 10294203 million yuan (including the guarantee submitted to the shareholders’ meeting for deliberation), accounting for 51.04% of the net assets of the company audited in the latest period; The guarantee balance of the company and its holding subsidiaries for units outside the consolidated statements was 181431500 yuan (including the guarantee submitted to the shareholders’ meeting for deliberation), accounting for 9.00% of the company’s latest audited net assets. It does not involve overdue guarantee, litigation guarantee and the amount of loss that should be borne due to the judgment of losing the lawsuit due to the guarantee.
8、 Documents for future reference
1. Resolutions of the 18th meeting of the 7th board of directors;
2. Prior approval opinions of independent directors on matters related to the 18th meeting of the seventh board of directors of the company; 3. Independent opinions of independent directors on matters related to the 18th meeting of the seventh board of directors of the company.
It is hereby announced.
Bohai Water Industry Co.Ltd(000605) board of directors March 15, 2022
