Securities code: Huabao Flavours & Fragrances Co.Ltd(300741) securities abbreviation: Huabao Flavours & Fragrances Co.Ltd(300741) Announcement No.: 2022024 Huabao Flavours & Fragrances Co.Ltd(300741)
Announcement on providing guarantee for holding subsidiaries
The company and all members of the board of directors except Mr. Lin Jiayu guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
1、 Overview of guarantee
Huabao Flavours & Fragrances Co.Ltd(300741) (hereinafter referred to as “the company”) convened the 24th Meeting of the second board of directors on March 25, 2022, and deliberated and adopted the proposal on providing guarantee for holding subsidiaries with 8 votes in favor, 0 votes against and 1 abstention. In order to meet the capital demand for business development of the company’s holding subsidiary Shanghai Yifang Agricultural Technology Co., Ltd. (hereinafter referred to as “Shanghai Yifang”), the company plans to provide guarantee for its application for comprehensive credit with a guarantee amount of no more than 150 million yuan from the bank. The validity period of this guarantee is 1 year, calculated from the date of deliberation and approval by the board of directors.
The amount of this guarantee is the estimated amount of guarantee to be provided by the company. In case of actual business, the subsidiary and the lending bank shall jointly negotiate and determine within the above amount, and other shareholders of Shanghai Yifang and Qian Rong and Huang Jinrong provide counter guarantee to the company. Relevant guarantee matters shall be subject to the officially signed guarantee documents. The board of directors authorizes the management of the company to implement relevant matters and authorizes the legal representative (or its authorized representative) to sign relevant agreements or documents.
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and the articles of association, the provision of guarantees for holding subsidiaries is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
1. Company name: Shanghai Yifang Agricultural Technology Co., Ltd
2. Registered capital: 100 million yuan
3. Legal representative: Huang Jinrong
4. Date of establishment: January 7, 1999
5. Company domicile: No. 1258, Xinbin Road, Maogang Town, Songjiang District, Shanghai
6. Main business: Agricultural Technology Extension and consulting services, fruit and vegetable planting; Research and development of food additives; Food production, etc.
7. Ownership structure
No. shareholder name number of shares (shares) shareholding ratio (%)
1 Huabao Flavours & Fragrances Co.Ltd(300741) 67,000000 670000
2 Shanghai Keli Enterprise Management Consulting Co., Ltd. 38721003.8721
3 Ronggang group (Hong Kong) Limited 269905 Meisheng Cultural & Creative Corp.Ltd(002699) 05
4 Shanghai Hanying Investment Co., Ltd. 10812001.0812
5 Shanghai runkai Investment Co., Ltd. 10562001.0562
Total 1000 Ping An Bank Co.Ltd(000001) 000000
8. Relationship with the company: Shanghai Yifang is a holding subsidiary of the company with 67% shareholding
9. Key financial data
Unit: Yuan
December 31, 2021 December 31, 2020
Total assets 6067286930562039070561
Total liabilities 2732017539831806656645
Including: total bank loans 142900 Ping An Bank Co.Ltd(000001) 6640000000
Including: total current liabilities 2356897844329881191171
Net assets 3335269390730232413916
Total amount of contingencies (guarantee, mortgage) 83500 Ping An Bank Co.Ltd(000001) 9782000000
Project year 2021 to 2020
Operating income 4351720488547827327195
Total profit 32907287753021040222
Net profit 31202799912903696091
10. Shanghai Yifang is in good credit condition, does not provide guarantee for third parties other than holding subsidiaries, and does not have litigation, arbitration matters and dishonesty enforcement.
3、 Main contents of the guarantee agreement
At present, the company has not signed relevant guarantee agreement, and the specific guarantee amount, guarantee form and guarantee period shall be subject to the actually signed contract.
4、 Opinions of the board of directors
The company holds 67% equity of Shanghai Yifang. Its overall operation is relatively stable and its credit status is good. In order to support the business development of Shanghai Yifang, the company provides guarantee for its credit this time, which is conducive to promoting the business operation of Shanghai Yifang, and the financial risk of providing guarantee is within the controllable range. The counter guarantee provided by other shareholders of Shanghai Yifang and Qian Rong and Huang Jinrong to the company is in line with the overall interests of the company and does not damage the interests of the company and all shareholders.
5、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the total amount of guarantees provided by the company and its holding subsidiaries was 169.5 million yuan (including the amount under consideration and the guarantee between Shanghai Yifang and its holding subsidiaries before being included in the consolidated statements), accounting for 2.20% of the company’s latest audited net assets, and the balance of guarantees provided was 19.5 million yuan, accounting for 0.25% of the company’s latest audited net assets. The company and its holding subsidiaries do not provide guarantees for entities outside the scope of the consolidated statements, nor do they provide overdue guarantees, external guarantees involving litigation and bear losses due to the judgment of losing the guarantee.
It is hereby announced.
Huabao Flavours & Fragrances Co.Ltd(300741) board of directors
March 26, 2022
