Central China Securities Co.Ltd(601375)
About Jiangsu Tongli Risheng Machinery Co.Ltd(605286)
In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange and other relevant provisions, the verification opinions on the expected guarantee amount provided for wholly-owned subsidiaries in 2022 serve as a continuous supervision and recommendation institution for the initial public offering of Jiangsu Tongli Risheng Machinery Co.Ltd(605286) (hereinafter referred to as " Jiangsu Tongli Risheng Machinery Co.Ltd(605286) " or "the company"), Central China Securities Co.Ltd(601375) (hereinafter referred to as " Central China Securities Co.Ltd(601375) " or "sponsor") has verified the expected amount of guarantee provided by the company for wholly-owned subsidiaries in 2022. The specific verification conditions and opinions are as follows:
1、 Overview of guarantee
In order to meet the needs of the company's operation and development, on the premise of ensuring standardized operation and controllable risk, from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting, the company plans to increase the total amount of guarantee for the wholly-owned subsidiary within the scope of the company's consolidated statements to no more than RMB 800 million. The guarantors of this new guarantee are wholly-owned subsidiaries within the scope of the company's consolidated statements, including but not limited to the following subsidiaries. The details of the planned new guarantee amount are as follows:
Unit: 10000 yuan
No. estimated guarantee limit of the guaranteed
Jiangsu Chuangli Elevator Parts Co., Ltd
Jiangsu Huali metal material Co., Ltd
80,000.00
3 Heshan Xieli Machinery Co., Ltd
Chongqing Huachuang Elevator Parts Co., Ltd
Total 8000000
In order to improve the decision-making efficiency of the company, on the premise of submitting the guarantee to the general meeting of shareholders for approval, the board of directors plans to authorize the chairman or the authorized agent designated by the chairman to determine the specific guarantee within the estimated total guarantee amount and sign relevant agreements and documents. The authorization period is from the date of deliberation and approval at the 2021 annual general meeting of shareholders to the 2022 annual general meeting of shareholders.
Within the scope of the above guarantee amount approved by the general meeting of shareholders, the company will adjust the amount of guarantee for different wholly-owned subsidiaries within the scope of the company's consolidated statements (including newly established wholly-owned subsidiaries) according to the actual business needs. The guarantee provided by the company and its subsidiaries for other enterprises outside the scope of the company's consolidated statements, as well as the guarantee provided after exceeding the amount of various guarantees authorized this time, shall be separately submitted to the board of directors or the general meeting of shareholders for deliberation and approval.
The company held the fourth meeting of the second board of directors on March 17, 2022, and deliberated and adopted the proposal on the company's financing limit and guarantee, which needs to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
(I) Jiangsu Chuangli Elevator Parts Co., Ltd
Jiangsu Chuangli Elevator Parts Co., Ltd
Date of establishment: June 19, 2008
Legal representative: Li Guoping
The registered capital is 230.01 million yuan
Unified social credit 91321181677020062m
code
Registered address: north side of Tonggang Road, Danyang Development Zone
Production and processing of elevator accessories and parts, escalator, villa elevator and high-performance alloy metal materials, sales of elevator accessories and parts, escalator, villa elevator and high-performance alloy metal materials, elevator design, business scope, R & D and technical services, cargo transportation agency services, general cargo warehousing services, general cargo handling services, financial management consulting services, Tangible market research and consulting services, self-supporting and agent import and export business of various commodities and technologies. Ordinary freight. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure: wholly owned by the company
(audited) December 31, 2021 / year 2021 (10000 yuan)
Total assets 3963921
Total liabilities 1493038
Net assets 2470883
Total bank loans 0.00
Total current liabilities 1493038
Operating income 6457906
Net profit 559810
(II) Jiangsu Huali metal material Co., Ltd
Company name: Jiangsu Huali metal materials Co., Ltd
Date of establishment: November 7, 2011
Legal representative: Li Guoping
Registered capital: RMB 25 million
Unified social credit 9132118158553754x5
code
Registered address: north side of Tonggang Road, Danyang Development Zone
Production of stainless steel products, retail of gold products, processing of non-ferrous metal materials, sales of non-ferrous metal materials, self-supporting and agent import and export business of various commodities and technologies, business scope planning, R & D and technical services for surface wire drawing of non-ferrous metal materials, general cargo storage services, general cargo loading and unloading services, financial management consulting services and tangible market research and consulting services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure: wholly owned by the company
(audited) December 31, 2021 / year 2021 (10000 yuan)
Total assets 4597501
Total liabilities 3170905
Net assets 1426596
Total bank loans 1720000
Total current liabilities 3153385
Operating income 9352311
Net profit 365849
(III) Heshan Xieli Machinery Co., Ltd
Company name: Heshan Xieli Machinery Co., Ltd
Date of establishment: January 2, 2008
Legal representative: Li Guoping
The registered capital is 4.3 million yuan
Unified social credit 91440784669871529d
code
Registered address: No. 038, industrial zone 3, Hecheng Town, Heshan City
Business scope: production and sales: precision die, precision cavity die, die standard parts, mechanical accessories.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure: wholly owned by the company
(audited) December 31, 2021 / year 2021 (10000 yuan)
Total assets 1713532
Total liabilities 441927
Net assets 1271605
Total bank loans 0.00
Total current liabilities 441927
Operating income 2518354
Net profit 948.78
(IV) Chongqing Huachuang Elevator Parts Co., Ltd
Company name: Chongqing Huachuang Elevator Parts Co., Ltd
Date of establishment: December 12, 2013
Legal representative: Li Guoping
Registered capital: 30 million yuan
Unified social credit 91500117084694723d
code
Registered address: Zone B, standard workshop, Hechuan Industrial Park, Chongqing
Business scope: production, processing and sales of escalator accessories and parts, villa elevator accessories and parts, high-performance alloy metal materials and hardware accessories.
Equity structure: wholly owned by the company
(audited) December 31, 2021 / year 2021 (10000 yuan)
Total assets 1470962
Total liabilities 935395
Net assets 535567
Total bank loans 0.00
Total current liabilities 914515
Operating income 1416499
Net profit 170.26
3、 Main contents of the guarantee agreement
The company and its subsidiaries have not signed a guarantee agreement with relevant parties, and the actual newly added guarantee amount shall be subject to the guarantee contract finally signed and executed or the bank's reply.
4、 Accumulated external guarantee quantity and overdue guarantee quantity
As of the disclosure date of the announcement, the total amount of external guarantees provided by the company and its holding subsidiaries was 310 million yuan, which were all guarantees provided to the holding subsidiaries, accounting for 21.03% of the company's latest audited net assets attributable to the shareholders of the parent company. As of the disclosure date of the announcement, the company has no overdue guarantee.
5、 Implementation of decision-making procedures
The relevant proposals on the company's provision of guarantee amount for wholly-owned subsidiaries in 2022 have been deliberated and approved at the fourth meeting of the second board of directors and the fourth meeting of the second board of supervisors. The independent directors have issued clear consent opinions, which need to be deliberated at the 2021 annual general meeting of shareholders.
6、 Verification opinions of the recommendation institution
The sponsor believes that: the guarantors to be guaranteed by the company this time are all wholly-owned subsidiaries of the company, and the company has substantial control and influence over the guarantors. The guarantee provided by the company is a necessary measure for the company to support the business development of the wholly-owned subsidiary and meet its project construction and actual operation needs, which is conducive to improving the overall future profitability of the company and in line with the interests of the company and all shareholders. The recommendation institution has no objection to the estimated amount of guarantee provided by the company for the wholly-owned subsidiary in 2022. This proposal still needs to be considered by the 2021 annual general meeting of shareholders.
