Securities code: Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458) securities abbreviation: Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458) Announcement No.: 2022019 Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458)
About Guizhou Lutong Engineering Management Consulting Co., Ltd., a wholly-owned subsidiary
Announcement of providing guarantee
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Name of the guaranteed: Guizhou Lutong Engineering Management Consulting Co., Ltd. (hereinafter referred to as “Lutong company”, a wholly-owned subsidiary of Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458) company)
The guarantee amount and the guarantee balance actually provided for it: the guarantee amount provided for Lutong is RMB 50 million; The guarantee balance actually provided by the company is 110 million yuan (including this guarantee)
Whether there is counter guarantee in this guarantee: no
Cumulative amount of overdue external guarantee: the company has no overdue external guarantee
1、 Overview of guarantee
Due to the business development needs of Lutong company, the company provides a maximum guarantee of RMB 50 million for the bank credit granted by its branch in Bank Of Communications Co.Ltd(601328) Guizhou Province.
The 15th meeting of the 4th board of directors held on April 1, 2021 and the 2020 annual general meeting of shareholders held on May 6, 2021 deliberated and approved the proposal on the company’s 2021 annual guarantee forecast. The guarantee amount of 50 million yuan and the guarantee balance of 110 million yuan (including this guarantee) provided for Lutong are within the estimated guarantee amount of 150 million yuan, This guarantee does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
1. Basic information
Company name: Guizhou Lutong Engineering Management Consulting Co., Ltd
Registered capital: 60 million yuan only
Registered address: No. 949, Gaohai Road, Guiyang National High tech Industrial Development Zone, Guiyang City, Guizhou Province
Legal representative: Huang Meng
Business scope: those prohibited by laws, regulations and decisions of the State Council shall not be operated; If the license (examination and approval) is required by laws, regulations and decisions of the State Council, the business shall be operated on the basis of the license (examination and approval) documents after being approved by the examination and approval authority; If the laws, regulations and decisions of the State Council stipulate that there is no need for permission (examination and approval), the market entities shall choose to operate independently. (engaged in the following businesses nationwide: engaged in the supervision of class I, II and III Highway Engineering, bridge engineering and tunnel engineering projects; engaged in the supervision of special independent bridge projects; engaged in the supervision of electromechanical engineering projects such as communication, monitoring and toll collection of various classes of highways, bridges and tunnels; engaged in the supervision of special independent tunnel projects; engaged in the supervision of information system engineering; engaged in housing construction, municipal public utilities, railway engineering and communication Construction supervision of information engineering, electromechanical installation engineering, forestry, ecology and smelting engineering, civil air defense engineering construction supervision, engineering project bidding agency and related important equipment and material procurement bidding agency, engineering construction project management, agent construction, industrial investment, cost consultation and technical consultation services; Planning consultation, feasibility study, project evaluation, engineering consultation and construction drawing review of construction projects; Technical consulting services for smart transportation and smart city informatization; Engineering technology development consulting services: inspection, monitoring, testing and inspection of raw materials, components and products of various projects such as highway, water transportation, municipal utilities, construction, water conservancy, railway and rail transit; Monitoring and assessment of environment and ecology; Leasing of instruments and equipment; Instrument development.)
As of December 31, 2021, Lutong has total assets of 326413200 yuan, net assets of 240648300 yuan and total liabilities of 85764900 yuan; In 2021, the operating income was 183998300 yuan and the net profit was 293856 million yuan.
The company holds 100% equity of Lutong company.
3、 Main contents of the guarantee agreement
Guarantor: Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458)
Creditor: Bank Of Communications Co.Ltd(601328) Guizhou Branch
Guarantee type: bank credit guarantee
Guarantee method: joint and several liability guarantee
Guarantee period: one year
Guarantee amount: 50 million yuan
Warranty period:
The warranty period under this contract is:
The payment period of the creditor under the main guarantee letter (the payment period under the main guarantee letter) shall be calculated according to the payment period of the creditor under the main guarantee letter of credit. The guarantee period under each main debt is from the date of expiration of the performance period of the debt (or the date of advance payment by the creditor) to three years after the date of expiration of the performance period of the last due main debt under all the main contracts (or the date of advance payment by the creditor).
If the creditor and the debtor agree that the debtor can perform the repayment obligation by stages, the guarantee period of the main debt shall be calculated separately according to the repayment obligation of each period, from the date of expiration of the performance period of each period of debt (or the date of advance payment by the creditor) to three years after the expiration of the performance period of the final due main debt under all the main contracts (or the date of advance payment by the creditor).
If the creditor announces the early maturity of any main debt, the expiration date of the performance period of the main debt shall be subject to the announced early maturity date.
Guarantee scope:
The scope of guarantee includes the principal and interest, compound interest, default interest, liquidated damages, damages and the cost of realizing the creditor’s rights under all the main contracts. The expenses for realizing creditor’s rights include but are not limited to collection fees, litigation fees (or arbitration fees), preservation fees, announcement fees, execution fees, lawyer fees, travel expenses and other expenses.
The above maximum guarantee contract was signed on March 23, 2022.
4、 Opinions of the board of directors
The board of directors of the company believes that this matter is conducive to promoting the business development of Lutong company and improving its contract performance ability. The risk is controllable and will not have an adverse impact on the company. The guarantee decision-making procedure complies with relevant laws, regulations, normative documents and the provisions of the articles of association and the external guarantee management system. It will not have an adverse impact on the normal operation and business development of the company, nor will it harm the interests of the company and shareholders, especially small and medium-sized shareholders.
5、 Accumulated external guarantees and overdue guarantees
As of the date of this announcement, all the guarantees of the company are provided by the company for wholly-owned subsidiaries and holding subsidiaries, and the cumulative guarantee balance is 60270500 yuan (including this guarantee), accounting for 17.91% of the audited net assets of the company in 2021.
Up to now, the company has no overdue guarantee.
6、 Documents for future reference
1. Resolution of the 15th meeting of Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458) the 4th board of directors
2. Resolution of Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458) 2020 annual general meeting of shareholders
3. Copy of business license of the guaranteed
4. The maximum guarantee contract is hereby announced.
Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458) board of directors March 25, 2022
