Securities code: Wuhu Conch Profiles And Science Co.Ltd(000619) securities abbreviation: Wuhu Conch Profiles And Science Co.Ltd(000619) Announcement No.: 202215 Wuhu Conch Profiles And Science Co.Ltd(000619)
Announcement on providing credit guarantee for subsidiaries
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
The asset liability ratio of the guaranteed party Wuhu Wuhu Conch Profiles And Science Co.Ltd(000619) Trade Co., Ltd. exceeds 70%. Please pay full attention to the guarantee risk.
1、 Overview of guarantee
On March 25, 2022, the 17th meeting of the ninth board of directors of Wuhu Conch Profiles And Science Co.Ltd(000619) (hereinafter referred to as "the company") deliberated and adopted the proposal on providing credit guarantee for subsidiaries, and the board of directors agreed to provide credit guarantee with a total principal of no more than 280 million yuan for relevant subsidiaries.
According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, as the asset liability ratio of the guaranteed party Wuhu Wuhu Conch Profiles And Science Co.Ltd(000619) Trade Co., Ltd. exceeds 70%, the expected matters of the guarantee amount need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation after being deliberated and approved by the board of directors of the company.
2、 Basic information of the guaranteed
(I) Shandong Wuhu Conch Profiles And Science Co.Ltd(000619) Co., Ltd
1. Basic information:
Enterprise name: Shandong Wuhu Conch Profiles And Science Co.Ltd(000619) Co., Ltd. (hereinafter referred to as "Shandong conch") date of establishment: August 1, 2011
Registered address: South Head of Haining Road, Hekou Economic Development Zone, Dongying City
Legal representative: Shi Peng
Registered capital: 100 million yuan
Business scope: manufacturing, sales and installation of plastic profiles, sectors, pipes, doors and windows, door and window hardware and accessories; Development, manufacturing, sales and installation of aluminum profiles and aluminum alloy doors and windows; Development, production and sales of plastic products and new building materials; Construction and installation industry.
Ownership structure: the company holds 100% equity of Shandong conch.
2. As of December 31, 2021, the total assets of Shandong conch were 285466800 yuan, the net assets were 154701700 yuan, and the asset liability ratio was 45.81%. In 2021, the operating income was 342195900 yuan, the total profit was -897900 yuan and the net profit was -1348900 yuan. 3. Shandong conch is not a dishonest person.
(II) Wuhu Wuhu Conch Profiles And Science Co.Ltd(000619) Trading Co., Ltd
1. Basic information:
Enterprise name: Wuhu Wuhu Conch Profiles And Science Co.Ltd(000619) Trading Co., Ltd. (hereinafter referred to as "trading company")
Date of establishment: July 4, 2017
Registered address: room 317-j, building B, management committee, Jiangbei industrial concentration zone, Wuhu City
Legal representative: Jie Baoqiang
Registered capital: 50 million yuan
Business scope: Sales of plastic profiles, sectors, temsectors, pipes and aluminum alloy profiles (including online sales), sales of doors and windows, hardware products, building materials, decorative materials, door and window sealing materials (including online sales) and after-sales service, sales of chemical products and raw materials (excluding hazardous chemicals in the above business scope), self-supporting and agent import and export business of various commodities and technologies. Ownership structure: the company holds 100% of the equity of the trading company.
2. As of December 2024, the total assets of the company were RMB 5.531 million,
The net assets are 734422 million yuan, the asset liability ratio is 91.89%, and the operating income will be realized in 2021
The income was 17442968 million yuan, the total profit was 8.534 million yuan, and the net profit was 6.3711 million yuan.
3. The trading company is not a dishonest person.
3、 Main contents of guarantee
In order to ensure the production and operation needs of relevant subsidiaries of the company, the board of directors agreed to provide credit guarantee for the subsidiaries listed in the following table, with the total amount of guarantee not exceeding 280 million yuan. The details are as follows:
Guaranteed amount
Up to now, the newly added proportion of the holder in the proportion of the shares of the listed company to the guaranteed party, the guarantee amount of the guarantee balance of the first phase assets, and the guarantee rate of the net assets of the company's latest related assets and liabilities (10000 yuan) (10000 yuan)
Wuhu conch Shandong conch type
Profile Technology Co., Ltd. 100% 45.81% 0 8000 3.48% no joint stock Co., Ltd
Wuhu conch Company Wuhu conch type
Profile Technology Trading Co., Ltd. 100% 91.89% 0200008.69% no joint stock limited liability company
The above credit is mainly used for the subsidiary's working capital, bank loans, issuance of bank acceptance bills, discount of bank acceptance bills, letters of credit, letter of guarantee and other financing businesses, and the guarantee period is two years.
4、 Opinions of the board of directors
Shandong conch and trading company are wholly-owned subsidiaries of the company, with good credit status, no overdue loan and controllable financial risk. The company provides credit guarantee to ensure the normal working capital turnover of the above subsidiaries, meet the needs of production and operation funds and improve operation efficiency.
In view of the fact that the company implements unified fund management and unified loan approval for its subsidiaries
Ensure that the risk is controlled and will not damage the interests of the company and all shareholders.
5、 Accumulated external guarantee and overdue guarantee of the company
After this guarantee, the total guarantee amount of the company is 880 million yuan, and the actual guarantee amount is 321566100 yuan. The actual guarantee amount accounts for 13.98% of the company's latest audited net assets, all of which are guaranteed by holding subsidiaries and wholly-owned subsidiaries. As of the announcement date, the company has no external guarantee except for the holding subsidiaries and wholly-owned subsidiaries, and the wholly-owned and holding subsidiaries of the company have no external guarantee. As of the announcement date, the accumulated external guarantee balance of the company and its wholly-owned and holding subsidiaries was RMB 10000, accounting for 0% of the audited net assets of the company in 2021. There was no overdue guarantee, no guarantee amount involved in litigation and no loss due to the judgment of losing the guarantee.
6、 Documents for future reference
1. Resolutions of the 17th meeting of the ninth board of directors of the company;
2. Independent opinions of independent directors on matters related to the 17th meeting of the ninth board of directors. It is hereby announced.
Wuhu Conch Profiles And Science Co.Ltd(000619) board of directors March 26, 2022
