Guangzhou Tinci Materials Technology Co.Ltd(002709) Guangzhou Tinci Materials Technology Co.Ltd(002709) ）
Securities code: Guangzhou Tinci Materials Technology Co.Ltd(002709) securities abbreviation: Guangzhou Tinci Materials Technology Co.Ltd(002709) Announcement No.: 2022034 Guangzhou Tinci Materials Technology Co.Ltd(002709)
Announcement on Nantong Tianci, a wholly-owned subsidiary, applying to Industrial And Commercial Bank Of China Limited(601398) for M & a loan
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.
Guangzhou Tinci Materials Technology Co.Ltd(002709) (hereinafter referred to as “the company”) held the 27th meeting of the 5th board of directors on March 18, 2022, deliberated and adopted the proposal on the wholly-owned subsidiary Nantong Tianci applying for M & a loan to Industrial And Commercial Bank Of China Limited(601398) company, and now the specific contents are announced as follows:
1、 In 2021, the company can apply for financing from relevant financial institutions and provide guarantee to subsidiaries Guangzhou Tinci Materials Technology Co.Ltd(002709) (hereinafter referred to as “the company”) held the 17th meeting of the Fifth Board of directors and the second extraordinary general meeting of shareholders in 2021 on August 20, 2021 and September 13, 2021 respectively, and deliberated and adopted the proposal on increasing the amount of financing from relevant financial institutions in 2021 The proposal on increasing the total credit line of subsidiaries exceeding RMB 7 billion in the consolidated financial statements in 2021 does not agree to be included in the consolidated financial statements, It is agreed that the amount of guarantee provided by the company for subsidiaries included in the consolidated statements of the company shall not exceed RMB 4.8 billion (including the total guarantee amount for subsidiaries with asset liability ratio of less than or equal to 70% shall not exceed RMB 4 billion, and the total guarantee amount for subsidiaries with asset liability ratio of more than 70% shall not exceed RMB 800 million. The financial department can make appropriate adjustments according to the capital needs of each company and the characteristics of each bank business). For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on August 24, 2021 and September 14, 2021（ http://www.cn.info.com.cn. ）Relevant announcements.
2、 Basic situation of M & A loans
At the 22nd Meeting of the 5th board of directors held on December 10, 2021, the company deliberated and approved the proposal on purchasing assets and related party transactions from related parties, and agreed that the wholly-owned subsidiary Guangzhou Tinci Materials Technology Co.Ltd(002709) (Nantong) Co., Ltd. (hereinafter referred to as “Nantong Tianci”) of the company purchased Jiangsu Zhongrun Fluorine Chemical Technology Co., Ltd
Guangzhou Tinci Materials Technology Co.Ltd(002709) Guangzhou Tinci Materials Technology Co.Ltd(002709) ）
(hereinafter referred to as “Jiangsu Zhongrun”) specifically includes the land use right, aboveground structures, buildings, projects under construction, engineering materials, inventories and other special assets located in Huanghai Third Road, Yangkou Chemical Industrial Park, Rudong County, Nantong City, Jiangsu Province. The transaction consideration is RMB 31763200.
According to the company’s current operating conditions and fund use arrangements, the company held the 27th meeting of the Fifth Board of directors on March 18, 2022, deliberated and approved the proposal on the wholly-owned subsidiary Nantong Tianci applying for M & a loan from Industrial And Commercial Bank Of China Limited(601398) Guangzhou Economic and Technological Development Zone Branch, and agreed that Nantong Tianci applied for M & a loan with an amount of no more than 190 million yuan from Industrial And Commercial Bank Of China Limited(601398) Guangzhou Economic and Technological Development Zone Branch with a loan term of no more than 5 years, It is used to replace and pay for Nantong Tianci’s purchase of Jiangsu Zhongrun special assets. When Nantong Tianci uses the loan, the company provides joint and several liability guarantee of no more than RMB 190 million, and provides the project land and real estate obtained in this acquisition as mortgage guarantee. Authorize the legal representative of Nantong Tianci to sign the legal contracts and documents related to the above M & A loans, and authorize the Finance Department of the company to go through the procedures related to M & A loans.
Up to now, the company and its subsidiaries included in the consolidated statements have applied to financial institutions for a total comprehensive credit line of 2.787 billion yuan (including the line reviewed by the board of directors), and the company’s guarantee line to its subsidiaries is 1.315 billion yuan (including the line reviewed by the board of directors), of which the total guarantee line to subsidiaries with asset liability ratio less than or equal to 70% does not exceed 1.315 billion yuan, The total guarantee amount for subsidiaries with asset liability ratio exceeding 70% shall not exceed RMB 0 billion. The M & a loan line reviewed by the board of directors occupies the company’s credit line in 2021, which is within the scope of authorization of the 2020 shareholders’ meeting and does not need to be submitted to the shareholders’ meeting for voting.
This event does not constitute a related party transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
3、 Loan guarantee of this M & A
Guarantee for Nantong Tianci, a wholly-owned subsidiary, to apply to Industrial And Commercial Bank Of China Limited(601398) for an M & a loan of no more than 190 million yuan
1. Guarantee situation
When Nantong Tianci uses the M & a loan, the company shall provide joint and several liability guarantee of no more than RMB 190 million, and provide the project land and real estate obtained in this acquisition as mortgage guarantee.
2. Basic information of the guaranteed
Legal representative: Ma Meipeng
Guangzhou Tinci Materials Technology Co.Ltd(002709) Guangzhou Tinci Materials Technology Co.Ltd(002709) ）
Registered capital: 30 million yuan
Date of establishment: May 28, 2021
Registered address: 201d, building A45, Sihai house, No. 1, Huanghai Second Road, coastal economic development zone, Rudong County, Nantong City relationship with the company: the company directly holds 100%
Business scope: general items: manufacturing of synthetic materials (excluding hazardous chemicals); Sales of synthetic materials; Manufacturing of special electronic materials; Sales of electronic special materials; Research and development of special electronic materials; Sales of new catalytic materials and additives; Sales of experimental and analytical instruments; Engineering and technical research and test development; Manufacturing of daily chemical products; Sales of daily chemical products; Production of chemical products (excluding licensed chemical products); Sales of chemical products (excluding chemical products); Manufacturing of special chemical products (excluding hazardous chemicals); Sales of special chemical products (excluding hazardous chemicals); Research and development of new material technology; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Warehousing services for general goods (excluding items requiring approval such as hazardous chemicals) (except for items requiring approval according to law, carry out business activities independently according to law with business license)
Main financial data:
Unit: 10000 yuan
Nantong Tianci December 31, 2021 (audited)
Total assets 3528786
Total liabilities 1278425
Net assets 2250361
Nantong Tianci 2021 (audited)
Operating income 0
Net profit -46.39
4、 Number of external guarantees and overdue guarantees of the company
Up to now, the total amount of external guarantees provided by the company and its subsidiaries included in the company’s consolidated statements is 0 yuan, and the total amount of guarantees provided by the company to its subsidiaries included in the company’s consolidated statements is 1.315 billion yuan (including the amount deliberated by the board of directors), of which the total guarantee amount for subsidiaries with asset liability ratio less than or equal to 70% does not exceed 1.315 billion yuan, The total guarantee amount for subsidiaries with asset liability ratio exceeding 70% shall not exceed RMB 0 billion.
The company and its subsidiaries included in the consolidated statements of the company do not have overdue guarantees.
5、 Impact on the company
Guangzhou Tinci Materials Technology Co.Ltd(002709) Guangzhou Tinci Materials Technology Co.Ltd(002709) ）
The company’s application for M & a loan is based on the needs of the company’s actual operation, in line with the company’s structured financing arrangements, and can better support the development of the company’s business activities. At present, the company is in good operating condition and has good solvency. The application for M & a loan will not bring significant financial risks to the company and will not damage the interests of the company and all shareholders.
Documents for future reference:
Resolution of the 27th meeting of Guangzhou Tinci Materials Technology Co.Ltd(002709) the 5th board of directors
It is hereby announced.
Guangzhou Tinci Materials Technology Co.Ltd(002709) board of directors March 22, 2022
