Securities code: China Railway Prefabricated Construction Co.Ltd(300374) securities abbreviation: China Railway Prefabricated Construction Co.Ltd(300374) Announcement No.: 2022014
China Railway Prefabricated Construction Co.Ltd(300374)
In 2022, the company plans to provide subsidiaries with a total amount of no more than
Announcement of RMB 1.5 billion guarantee
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 material omissions.
1、 Overview of guarantee
China Railway Prefabricated Construction Co.Ltd(300374) (hereinafter referred to as "the company" or " China Railway Prefabricated Construction Co.Ltd(300374) ")
The fourth meeting of the board of directors was held on March 23, 2022. The meeting considered and adopted the
The company plans to provide guarantee with a total amount of no more than RMB 1.5 billion to its subsidiaries, which is hereby disclosed to the public
The report is as follows:
In order to ensure the normal production and operation of the company and its subsidiaries in 2022, major shareholders in 2021
From the date of deliberation and approval of this proposal to the date of the 2022 annual general meeting of shareholders, the company and its subsidiaries intend to report to the relevant parties
The total amount of financing applied for by the shutdown institution shall not exceed 10 billion yuan. If applying for financing in the name of a subsidiary,
The company plans to provide guarantee within the amount of 1.5 billion yuan, and the amount and period of each guarantee shall be based on the guarantee actually signed
The agreement shall prevail. The general manager is authorized to determine and implement the specific matters within the guarantee limit.
2、 Estimated amount of guarantee provided by the company to its subsidiaries in 2022
Up to now, the newly added guarantee amount of the guarantor and the secured party accounts for the proportion of the shareholding ratio of the guarantor and the secured party in the recent period, the balance of the guarantee amount, the liability ratio of the latest related case of the municipal company (10000 yuan) (10000 yuan) and the proportion of the net assets in the recent period
China Railway Prefabricated Construction Co.Ltd(300374) China Railway Prefabricated Construction Co.Ltd(300374) type construction section 100% 74.81% 01 China High-Speed Railway Technology Co.Ltd(000008) 5.35% no Technology Co., Ltd
China Railway Prefabricated Construction Co.Ltd(300374) China Railway Prefabricated Construction Co.Ltd(300374) Technology (Su 100% 45.43% 05 Shenzhen Centralcon Investment Holding Co.Ltd(000042) .67% no move) Co., Ltd
Total - 150000 --
The guarantee amount of the company to the above two subsidiaries shall be subject to the actual guarantee amount, and each subsidiary
The guarantee amount of the company can be adjusted within the total amount.
3、 Basic information of the guaranteed
(I) China Railway Prefabricated Construction Co.Ltd(300374) Type Construction Technology Co., Ltd
Legal representative: Shan Guoquan
Registered capital: RMB 300 million
Date of establishment: June 1, 2010
Registered address: Building 1, No. 86-5, Wanxing Road, Huludao, Changyang Town, Fangshan District, Beijing
Business scope: technology promotion; Engineering management services; General contracting of construction; Professional contracting; Sales of building materials, decoration materials, arts and crafts, mechanical equipment, daily groceries, hardware, electricity, electrical equipment, steel and wood; Import and export of goods (excluding goods under state-owned trade management), import and export agency and technology import and export. (enterprises shall independently choose business items and carry out business activities according to law; for projects subject to approval according to law, they shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by industrial policies of this city.)
Main business: engaged in prefabricated construction services, etc.
Relationship with the company: a wholly-owned subsidiary of the company.
Main audited financial data of the latest period (as of December 31, 2021): total assets of 138510200 yuan, total liabilities of 10362203 yuan and net assets of 348789800 yuan. During the reporting period, the operating income was 400631 million yuan, the total profit was -3647795 million yuan and the net profit was -2740304 million yuan.
According to the inquiry on the catalogue of dishonest Executees on the website of the Supreme People's court, China Railway Prefabricated Construction Co.Ltd(300374) Type Construction Technology Co., Ltd. is not a "dishonest executee".
(II) China Railway Prefabricated Construction Co.Ltd(300374) Technology (Suqian) Co., Ltd
Legal representative: Wang Ping
Registered capital: RMB 300 million
Date of establishment: January 16, 2017
Registration place: opposite Qili gas station, Huanghe South Road, Suqian Port Industrial Park, Yunhe River
Business scope: production and sales of wall materials; Technology development, technology transfer, technical consultation (except intermediary) and technical services of wall materials; Sales of mechanical equipment, molds and movable houses; General contracting of housing construction engineering; Production and sales of prefabricated building components; Construction of prefabricated building works; Self operated and acting as an agent for the import and export business of various commodities and technologies (except for the commodities and technologies restricted or prohibited by the state). (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments) main business: mainly engaged in the R & D, production and sales of new recyclable building materials with prefabricated building parts as the core products, mainly covering the markets in Jiangsu and its surrounding areas. Relationship with the company: a wholly-owned subsidiary of the company
Main audited financial data of the latest period (as of December 31, 2021): total assets of 7470904 million yuan, total liabilities of 3394513 million yuan and net assets of 407639 million yuan. During the reporting period, the operating income was 335958 million yuan, the total profit was -474668 million yuan and the net profit was -403621 million yuan.
According to the inquiry on the catalogue of dishonest Executees on the website of the Supreme People's court, China Railway Prefabricated Construction Co.Ltd(300374) Technology (Suqian) Co., Ltd. is not a "dishonest executee".
4、 Main contents of the guarantee agreement
The guarantee provided by the company for the subsidiary to apply for financing from relevant institutions is joint and several liability guarantee or mortgage guarantee. The total amount of guarantee actually provided by the company is determined according to the total amount of financing of the subsidiary, and the maximum amount of guarantee granted this time.
5、 Accumulated external guarantees and overdue guarantees
By the end of 2021, the actual total amount of external guarantee of the company was RMB 10000 (excluding the guarantee of subsidiaries to the company). In 2022, the company's proposed guarantee amount to subsidiaries accounted for 128.02% of the company's net assets as of December 31, 2021. The company has no overdue external guarantee.
6、 Opinions of the board of directors and independent directors
(I) opinions of the board of directors
The fourth meeting of the Fourth Board of directors of the company deliberated and approved the proposal on the company's plan to provide guarantee with a total amount of no more than RMB 1.5 billion to subsidiaries in 2022. The board of directors considered that the company provided guarantee for wholly-owned subsidiaries to apply for financing from relevant institutions, Comply with the provisions of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, the articles of association, the measures for the administration of external guarantees and so on. The guaranteed parties of this guarantee are all wholly-owned subsidiaries of the company. The company has absolute control over its daily business decisions. It has good solvency, and the company can effectively control and prevent risks. The above guarantee will not damage the interests of the company and will not have an adverse impact on the company and its subsidiaries.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
(II) independent opinions expressed by independent directors
The independent directors believe that the above guarantees are all the guarantees of subsidiaries within the scope of the consolidated statements, the company has absolute control over them, the financial risks are within the scope that the company can effectively control, the loans are mainly needed for their production and operation, and the company's guarantee will not harm the interests of the company. They agree to submit the proposal to the general meeting of shareholders for deliberation. It is hereby announced.
Documents for future reference:
1. Resolution of the 4th meeting of the 4th board of directors
2. Independent opinions of independent directors on matters related to the fourth meeting of the Fourth Board of directors
China Railway Prefabricated Construction Co.Ltd(300374) board of directors March 24, 2022
