Securities code: Anhui Ankai Automobile Co.Ltd(000868) securities abbreviation: Anhui Ankai Automobile Co.Ltd(000868) Announcement No.: 2022025 Anhui Ankai Automobile Co.Ltd(000868)
Announcement on providing guarantee for comprehensive credit extension of subsidiaries
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.
On March 18, 2022, Anhui Ankai Automobile Co.Ltd(000868) (hereinafter referred to as “the company”) held the 13th meeting of the 8th board of directors. The meeting deliberated and adopted the proposal on providing guarantee for comprehensive credit of subsidiaries with 9 votes in favor, 0 against and 0 abstention, and submitted the proposal to the 2021 annual general meeting of shareholders of the company for voting. The specific contents are announced as follows:
1、 Overview of external guarantee
In order to ensure the smooth development of the company’s holding subsidiary Anhui Jianghuai Bus Co., Ltd. (hereinafter referred to as “Jianghuai bus”, with 60.81% equity held by the company) and its wholly-owned subsidiary Anhui Ankai JINDA Machinery Manufacturing Co., Ltd. (hereinafter referred to as “Ankai JINDA”, with 100% equity held by the company), the company plans to provide guarantee for its credit extension in banks and bank branches, The total amount shall not exceed RMB 115 million, and the details are as follows:
Amount of the guaranteed party (10000 yuan)
Jianghuai bus 9500
Ankai JINDA 2000
Total 11500
2、 Procedure of performance
The 13th meeting of the 8th board of directors of the company passed the proposal on providing guarantee for comprehensive credit of subsidiaries with 9 affirmative votes, 0 negative votes and 0 abstention votes. This matter was approved by all independent directors in advance, and all independent directors expressed their consent.
3、 Basic information of the guaranteed
1. Company name: Anhui Jianghuai Bus Co., Ltd
Registered address: No. 23, Huayuan Avenue, Baohe Industrial Zone, Hefei
Registered capital: one hundred and thirty million six hundred and eighty thousand yuan only
Legal representative: Cha BAOYING
Business scope: general business scope: manufacturing and sales of passenger cars and accessories, refitting of automobiles and agricultural vehicles, automobile technology development, product development, import and export business (except those prohibited by national laws and regulations)
Relationship with listed companies: the company holds 60.81% equity of its subsidiaries
As of December 31, 2021, JAC has total assets of 63048012296 yuan, total liabilities of 48889521110 yuan, net assets of 14158491186 yuan, total operating income of 61553657768 yuan and net profit of -4819829124 yuan in 2021 (this data has been audited by Rongcheng Certified Public Accountants (special general partnership))
2. Company name: Anhui Ankai JINDA Machinery Manufacturing Co., Ltd
Registered address: No. 97, Gefei Road, Baohe District, Hefei City, Anhui Province
Registered capital: Thirty four million yuan only
Legal representative: Chen Guangming
Business scope: licensed business item: highway transportation. General business items: production, processing, sales and technical services of automobiles and accessories, development, production, sales and technical services of agricultural machinery and special machinery, lubricants, chemical products, wood, plastic products, cultural goods, grain and oil products, daily necessities, hardware and electricity sales, and water and electricity installation.
Relationship with listed companies: wholly owned subsidiaries of the company.
As of December 31, 2021, Ankai JINDA has total assets of 16607696313 yuan and total liabilities
14235208726 yuan, 2372487587 yuan of net assets, 26465827468 yuan of total operating income and -296596650 yuan of net profit in 2021 (this data was audited by Rongcheng Certified Public Accountants (special general partnership))
4、 Main contents of guarantee
1. Provide guarantee for the credit extension of JAC bus in banks and bank branches:
Guarantee amount: no more than 95 million yuan
Guarantee period: from the date of approval of the 2021 shareholders’ meeting to the date of new resolution made at the 2022 shareholders’ meeting.
The credit business scope of the guarantee provided: financing guarantee, non financing guarantee and letter of credit business.
2. Guarantee the credit extension of Ankai JINDA in banks and bank branches:
Guarantee amount: no more than 20 million yuan
Guarantee period: from the date of approval of the company’s 2021 annual general meeting of shareholders to the date of new resolutions made at the 2022 annual general meeting of shareholders.
The credit business scope of the guarantee provided: financing guarantee, non financing guarantee and letter of credit business.
5、 Accumulated guarantee of the company
As of December 31, 2021, the actual guarantee amount of the company to its subsidiaries was 434506 million yuan, accounting for 16.38% of the audited net assets of the company in 2021. The amount of guarantee provided for subsidiaries this time is RMB 115 million, accounting for 43.35% of the audited net assets of the company in 2021.
The company has no other overdue guarantee.
6、 Opinions of the board of directors of the company
The board of directors of the company believes that the guarantee provided by the company for the comprehensive credit of its subsidiaries is based on its actual business needs, which is conducive to its fund-raising and smooth business operation. The company has control over the guaranteed object. The financial risk of the company providing guarantee for it is within the controllable range, and the guarantee will not damage the interests of the company and minority shareholders.
7、 Opinions of independent directors
This matter was approved by the independent directors in advance before the deliberation of the board of directors. The independent directors expressed the following independent opinions on the proposal on providing guarantee for comprehensive credit of subsidiaries considered at the 13th meeting of the eighth board of directors of the company:
1. The deliberation procedure of this proposal complies with the provisions of national laws, regulations and the articles of association. This proposal still needs to be submitted to the general meeting of shareholders for deliberation and approval.
2. The company’s provision of guarantee for the comprehensive credit of its subsidiaries is a decision made by the company based on the needs of supporting the operation and development of its subsidiaries. Its decision-making procedures comply with the provisions of relevant laws, regulations and the articles of association, perform the corresponding procedures, and there is no behavior damaging the interests of the company and small and medium-sized shareholders.
Agree to the matter.
8、 Documents for future reference
1. Anhui Ankai Automobile Co.Ltd(000868) resolutions of the 13th meeting of the 8th board of directors;
2. Relevant independent opinions of independent directors.
It is hereby announced
Anhui Ankai Automobile Co.Ltd(000868) board of directors March 22, 2022
