Securities code: 002314 securities abbreviation: Shenzhen New Nanshan Holding (Group) Co.Ltd(002314) Announcement No.: 2022-004 Shenzhen new Shenzhen New Nanshan Holding (Group) Co.Ltd(002314) (Group) Co., Ltd
Announcement on the newly added guarantee amount to subordinate holding 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.
Special risk tips:
Up to now, the total amount of external guarantee actually incurred by the company and its holding subsidiaries accounts for 236.75% of the audited net assets in 2020, the amount of guarantee for units with asset liability ratio of more than 70% accounts for 189.78% of the audited net assets in 2020, and the amount of guarantee for units outside the consolidated statements accounts for 34.57% of the audited net assets in 2020. Please pay attention to relevant risks. On January 5, 2022, Shenzhen new Shenzhen New Nanshan Holding (Group) Co.Ltd(002314) (Group) Co., Ltd. (hereinafter referred to as “the company”) held the 14th meeting of the 6th board of directors, which deliberated and adopted the proposal on increasing the guarantee amount to subordinate holding companies. The relevant matters are hereby announced as follows:
1、 Overview of guarantee
1. In order to meet the needs of normal production and operation and ensure the smooth progress of the company’s project development and construction, the company and its holding subsidiaries intend to provide a new guarantee amount of no more than 4 billion yuan for the subordinate holding companies with an asset liability ratio of more than 70% in the latest period. The above matters were considered and adopted by the 14th meeting of the 6th board of directors with 11 affirmative votes, 0 negative votes and 0 abstention. This proposal needs to be submitted to the general meeting of shareholders for deliberation.
2. The 2020 general meeting of shareholders of the company deliberated and approved the proposal on increasing the guarantee amount for subordinate holding companies, and agreed that the company and its holding subsidiaries should provide a guarantee amount of no more than 8.588 billion yuan for subordinate holding companies, including 5.217 billion yuan for subordinate holding companies with asset liability ratio of more than 70%, An additional guarantee amount of 3.371 billion yuan was provided to subordinate holding companies with asset liability ratio less than 70%. The guarantee methods include but are not limited to guarantee guarantee, mortgage guarantee, pledge guarantee, etc. The validity period of the quota is from the date of deliberation and approval of the extraordinary general meeting of shareholders in 2020 to the date of resolution of the general meeting of shareholders in 2021. The above guarantee amount can be recycled within the authorization period. Up to now, the usage of the above guarantee amount is as follows:
Unit: 100 million yuan
The asset liability ratio of the guarantor and the guaranteed shall be approved by the general meeting of shareholders, and the amount used and the remaining amount shall be approved
Subsidiaries of the company and holding subsidiaries holding ≥ 70% 52.1740.8311.34 companies < 70% 33.718.8024.91
Total 85.8849.6336.25
Combined with the current actual situation of the company, the company and its holding subsidiaries plan to provide a new guarantee amount of no more than 4 billion yuan for subordinate holding companies with an asset liability ratio of more than 70% in the latest period. The guarantee methods include but are not limited to guarantee guarantee, mortgage guarantee, pledge guarantee, etc. The above guarantee amount can be recycled within the authorization period.
Each subordinate holding company may negotiate with banks and other financial institutions within the approved guarantee limit according to its own needs. The specific guarantee amount and guarantee period shall be subject to the finally signed relevant documents.
2、 Validity period of guarantee limit authorization
The above guarantee limit shall be valid from the date of deliberation and approval by the general meeting of shareholders to the date of resolution of the general meeting of shareholders in 2021. For the specific guarantee matters within the above limit, the chairman of the board of directors or the person in charge of relevant business shall be authorized to decide without convening a separate board of directors or shareholders’ meeting. If there is unused quota at the expiration of the validity period, the company will write off it.
3、 Opinions of the board of directors
1. The newly added guarantee amount provided by the company for the subordinate holding companies is conducive to promoting the development and construction of various projects, effectively improving the project financing efficiency and ensuring the smooth progress of the financing work of the subordinate holding companies.
2. The subordinate holding companies to be guaranteed this time operate normally, the financial risks are within the company’s control, and have the actual debt repayment ability. In principle, the company provides guarantee for the non wholly-owned holding company according to the proportion of capital contribution, and other shareholders or related parties of the holding company provide risk guarantee measures such as guarantee or counter guarantee with the same conditions in proportion, so the guarantee behavior is fair and equal. 3. The board of directors of the company believes that the guarantee complies with the company law, the articles of association and other relevant provisions, and there is no damage to the interests of the company and shareholders.
4、 Accumulated guarantee quantity and overdue guarantee quantity
Up to now, the total amount of external guarantee actually incurred by the company and its subsidiaries is RMB 22.459 billion (excluding the guarantee), accounting for 236.75% of the audited net assets in 2020 (including the actual financing amount of 9billion yuan under the total external guarantee), including the guarantee of the company to subsidiaries, subsidiaries and the company or subsidiary to the participating companies, It is mainly to provide guarantee for project financing for the operation and development needs of Baowan logistics, real estate and industrial city projects. The amount of guarantee provided by the company and its subsidiaries to units outside the consolidated statements accounted for 34.57% of the company’s audited net assets in 2020 (of which the actual financing amount under the guarantee amount was about 1.8 billion yuan). There is no overdue guarantee, no guarantee involving litigation, and no amount of loss due to the judgment of losing the guarantee.
The company will perform the approval procedures and disclosure obligations of guarantee matters in strict accordance with laws, regulations and the articles of association.
5、 Documents for future reference
Resolution of the 14th meeting of the 6th board of directors of the company
It is hereby announced.
Board of directors of Shenzhen new Shenzhen New Nanshan Holding (Group) Co.Ltd(002314) (Group) Co., Ltd. January 6, 2022
