Securities code: China Merchants Energy Shipping Co.Ltd(601872) securities abbreviation: China Merchants Energy Shipping Co.Ltd(601872) Announcement No.: 2022 [015] China Merchants Energy Shipping Co.Ltd(601872)
Announcement on the new guarantee amount of wholly-owned and holding subsidiaries
The board of directors and 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: China Merchants Energy Shipping Co.Ltd(601872) (hereinafter referred to as “the company” or “the company”) a wholly-owned subsidiary or holding subsidiary;
It is estimated that the new guarantee liability for the wholly-owned and holding subsidiaries with asset liability ratio of less than 70% will not exceed US $165 million; The company’s new guarantee liability for wholly-owned and holding subsidiaries with asset liability ratio of more than 70% shall not exceed 538.5 million US dollars;
The cumulative amount of overdue external guarantee of the company is zero
This matter needs to be submitted to the general meeting of shareholders for deliberation
1、 Overview of guarantee
In order to meet the financing, contract performance guarantee, contract dispute resolution and other needs of wholly-owned and holding subsidiaries, and ensure the smooth progress of oil tanker, bulk cargo, container fleet production and operation, project construction and other businesses, with the consent of the 12th meeting of the sixth board of directors of the company, the equity and holding subsidiaries are requested to bear the new guarantee liability. The specific expected conditions are as follows:
(1) The company’s new guarantee liability for wholly-owned and holding subsidiaries with asset liability ratio below 70% shall not exceed US $165 million. The estimated situation is as follows:
Type of subsidiary and estimated guaranteed amount of the guaranteed party
Wholly owned subsidiary China Merchants Energy Shipping Co.Ltd(601872) bulk carrier holding Co., Ltd. or its subsidiaries: USD 71 million
Sinotrans container transportation (Hong Kong) Co., Ltd., a wholly-owned subsidiary, or its subsidiaries, amounted to US $64 million
The wholly-owned subsidiary Hong Kong Minghua Shipping Co., Ltd. or its subsidiaries is USD 15 million
The wholly-owned subsidiary Shanghai Merchants Minghua Shipping Co., Ltd. or its subsidiaries is USD 15 million
Total $165 million
(2) The company’s new guarantee liability for wholly-owned and holding subsidiaries with asset liability ratio of more than 70% shall not exceed 538.5 million US dollars. The estimated situation is as follows:
Type of subsidiary and estimated guaranteed amount of the guaranteed party
US $3.7 billion or its subsidiaries
The wholly-owned subsidiary Hong Kong Minghua Shipping Co., Ltd. or its subsidiaries is USD 15 million
The wholly-owned subsidiary Shanghai Merchants Minghua Shipping Co., Ltd. or its subsidiaries is USD 15 million
Sinotrans container transportation (Hong Kong) Co., Ltd., a wholly-owned subsidiary, or its subsidiaries, amounted to US $71.5 million
Total USD 538.5 million
1. The warrantees authorized by this guarantee include all wholly-owned subsidiaries and holding subsidiaries within the scope of the company’s consolidated statements, including but not limited to the companies listed in the above table; 2. The wholly-owned subsidiaries and holding subsidiaries as the guaranteed can negotiate and determine the guarantee matters with financial institutions and creditors within the scope of the guarantee amount deliberated and approved according to their own business needs. The specific guarantee type, method, amount and term shall be subject to the relevant documents actually signed. After the signing of the guarantee agreement, the company will perform the disclosure obligation in time;
3. The above guarantee matters are based on the prediction of the current business situation of the company. In order to improve efficiency and optimize guarantee procedures, the general meeting of shareholders is requested to authorize the company to adjust the guarantee amount of all companies with asset liability ratio less than 70% within the scope of the consolidated statements, and authorize the company to adjust the guarantee amount of all companies with asset liability ratio more than 70% within the scope of the consolidated statements. 2、 Basic information of the guaranteed 1. Company Name: China Merchants Energy Shipping Co.Ltd(601872) bulk carrier holding Co., Ltd. (hereinafter referred to as “bulk carrier holding”) chairman: Wang Yongxin
Registered address: 80 broad street, Monrovia, Liberia
Business scope: dry bulk cargo ship transportation
By the end of 2021, bulk cargo holdings had total assets of USD 287294870775, total liabilities of USD 114835306027 and net assets of USD 172459564748; In 2021, the operating revenue was USD 118859890337 and the net profit was USD 24086085662. (unaudited data) 2. Company Name: China Energy Transportation Co., Ltd. (hereinafter referred to as “China energy transportation”)
Directors: Wang Yongxin, Hu bin, Wu Jianyi
Registered address: 32 / F, China Merchants Building, Shun Tak Centre, 168200 Connaught Road, central, Hong Kong
Business scope: maritime transportation
By the end of 2021, China’s energy transportation had total assets of US $408237082753, total liabilities of US $225424461047 and net assets of US $182812621706; In 2021, the operating income was USD 56941629437 and the net loss was USD 8213704306.
3. Company name: Shanghai Merchants Minghua Shipping Co., Ltd. (hereinafter referred to as “Shanghai Minghua”), executive director: Li Lin
Registered address: room a-411, No. 188, Yesheng Road, Shanghai pilot Free Trade Zone, China
Business scope: maritime transportation
By the end of 2021, Shanghai Minghua had total assets of 375342961043 yuan, total liabilities of 141388098413 yuan and net assets of 233954862630 yuan; In 2021, the operating income was 511133397746 yuan and the net profit was 96681287381 yuan.
(data Unaudited)
4. Company name: Hong Kong Minghua Shipping Co., Ltd. (hereinafter referred to as “Hong Kong Minghua”)
Directors: Wang Yongxin, Ding Lei, LV Shengzhou, Tan Zijian
Registered address: 32nd floor, China Merchants Building, Sindh center, 168200 Connaught Road Central, Hong Kong. Business scope: ship management, ship leasing and other shipping business
By the end of 2021, Hong Kong Minghua had total assets of USD 37020267271, total liabilities of USD 35446352622 and net assets of USD 1573914649; In 2021, the operating revenue was USD 8194232073 and the net profit was USD -87810917. (data Unaudited)
5. Company name: Sinotrans container transportation (Hong Kong) Co., Ltd. (hereinafter referred to as “Sinotrans”)
(Hong Kong)
Directors: Zhao Chunji, ye Yuhai, Li Yang
Registered address: flat e, 20 / F, billing centre, Tower B, 1 Wang Kwong Road, Kowloon Bay, Hong Kong
Business scope: providing cargo transportation services
By the end of 2021, the total assets of container shipping Hong Kong were 147959299926 yuan, the total liabilities were 146018619492 yuan, and the net assets were 1940680434 yuan; In 2021, the operating income was 88919931199 yuan and the net profit was 39213949224 yuan.
3、 Main contents of the guarantee agreement
According to the guarantee authorization, the company will negotiate with the bank or relevant institutions to determine the guarantee agreement according to the actual needs of the subsidiary’s business development and financing arrangements. The amount, type, duration and other terms and conditions of the guarantee actually provided and the counter guarantee arrangement (if any) shall be subject to the agreement actually signed. 4、 Opinions of the board of directors
The board of Directors believes that the company will increase the guarantee amount for its wholly-owned and holding companies during the period from May 1, 2022 to April 30, 2023, in order to meet the needs of its wholly-owned and holding subsidiaries in financing, contract performance guarantee, contract dispute resolution and so on, and ensure the smooth progress of the production and operation of its subsidiaries and the construction of new shipbuilding. The board of directors agreed to the above-mentioned new guarantee amount and agreed to submit it to the general meeting of shareholders for deliberation.
5、 Accumulated external guarantees and overdue guarantees
As of the date of this announcement (excluding the guarantee estimate), the accumulated external guarantee balance of the company and its holding subsidiaries was US $4240475100, accounting for 102.26% of the company’s latest audited net assets; The accumulated guarantee balance provided by the company to its holding subsidiaries was USD 3378016600, accounting for 81.46% of the company’s latest audited net assets; The amount of overdue guarantee is zero. (calculated according to the exchange rate of US dollar to RMB at the end of 2021: 6.3674) VI. list of documents for future reference
1. Resolution of the 12th meeting of the 6th board of directors of the company
China Merchants Energy Shipping Co.Ltd(601872) board of directors March 28, 2022
