Securities code: Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) securities abbreviation: Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) Announcement No.: 2022007 Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816)
Announcement on providing guarantee amount for subsidiaries in 2022
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 major omissions.
Special note: the asset liability ratio of subsidiaries within the scope of this guarantee limit exceeds 70%. Please pay full attention to the guarantee risk.
1、 Estimated amount of guarantee
1. Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) (hereinafter referred to as “the company”) and its subsidiaries within the scope of consolidated statements intend to apply for credit lines from financial institutions in 2022. The amount of guarantee to be provided for the wholly-owned company and the holding company in the year of 2020.5 billion yuan will not exceed the financing plan of the wholly-owned company. The specific allocation of guarantee amount is as follows:
No. guarantee object guarantee limit
1 Jiangsu Jianghuai Power Co., Ltd. is equivalent to 200 million yuan
2 Jiangsu Jiangdong Group Import and Export Co., Ltd. is equivalent to 150 million yuan
3. Jiangsu Jiangdong Diesel Engine Manufacturing Co., Ltd. is equivalent to RMB 100 million
4 Yancheng Dongkui Technology Co., Ltd. is equivalent to RMB 50 million
2. The guarantee methods provided to subsidiaries include but are not limited to guarantee, mortgage, pledge, etc. the guarantee limit is valid from the date of deliberation and approval of this proposal at the 2021 annual general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders. The guarantee amount of 500 million yuan is the maximum guarantee amount, which can be recycled within the validity period.
3. When the actual guarantee occurs or the guarantee agreement is signed, the company will require other shareholders of the holding subsidiary to provide the same guarantee or counter guarantee according to the proportion of capital contribution.
4. The guarantee amount does not constitute a connected transaction. The relevant proposals have been deliberated and adopted at the 25th meeting of the eighth board of directors and the 21st Meeting of the eighth board of supervisors, and need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Estimated guarantee amount of the company to its subsidiaries
Guarantor secured party guarantor secured party up to now, the proportion of the guarantee amount in the proportion of the listed company’s relevant shareholding, asset liability ratio, guarantee balance, guarantee amount, proportion of the latest net assets, joint guarantee
Jiangsu Jianghuai power has 200 million yuan, no Company Limited 100% 74.01% 0.24%
Jiangsu Jiangdong Group Import 150 million yuan no export Co., Ltd. 100% 72.24% 0 6.93%
company
Jiangsu Jiangdong diesel engine 100 million yuan no Manufacturing Co., Ltd. 100% 88.78% 0 4.62%
Yancheng Dongkui technology has 50 million yuan, no limited company 70%, 78.09%, 0.2.31%
The expected guarantee amount can be adjusted among the above subsidiaries.
3、 Basic information of guaranteed subsidiaries
1. Guaranteed Jiangsu Jianghuai Power Co., Ltd., Jiangsu Jiangdong Group Import and Export Co., Ltd., Jiangsu
Jiangdong Diesel Engine Manufacturing Co., Ltd. is a wholly-owned subsidiary of the company, and Yancheng Dongkui Technology Co., Ltd. is the holding company
Subsidiaries (the company holds 70% equity and Yancheng Bangxing Transmission Technology Co., Ltd. holds 30% equity), four
The basic information of subsidiaries is as follows:
Company name registered capital date of establishment registered address legal representative main business
Jiangsu Jianghuai power has 18000 April 2000 Yancheng Economic and Technological Development Zone General small gasoline engine and its terminal
Manufacturing and sales of Jia junduan’s products at No. 58, South hope Avenue on Jan. 21
Ten thousand yuan
Jiangsu Jiangdong group entered 1000 September 1993 Yancheng Economic and Technological Development Zone diesel engine and general small gasoline engine
Jia Jun and his terminal products and products outside the company, building 1, No. 58, South hope Avenue, China Export Co., Ltd. on June 29
Export of 10000 yuan
Jiangsu Jiangdong diesel engine 22000 September 2013 Jianhu Shanggang Industrial Park internal combustion engine and generator set, casting
Manufacturing Co., Ltd. manufacturing and sales of Jia Jun parts and components on the South and east side of Weisi Road, district Avenue on June 22
Ten thousand yuan
Yancheng Dongkui Technology Co., Ltd. has conducted engineering and technical research and test on Zhangzhuang street, Yandu District, Yancheng City in January, 2021
Wang Naiqiang, 5, group 4, Chengzhuang village, Road Office of the Company Limited on January 20, 10000; Gear and gear reducer and transformer
Speed box manufacturing of building-2 plant (g)
After verification, the guaranteed subsidiaries have good credit and are not dishonest Executees.
2. The audited main financial data of the four guaranteed subsidiaries in 2021 are as follows:
Unit: RMB 10000
Project Jiangsu Jianghuai Power Co., Ltd. Jiangsu Jiangdong Group Import and export Jiangsu Jiangdong diesel engine Yancheng Dongkui Technology Co., Ltd
Manufacturing Co., Ltd
Total assets 626824950453464309026524819
Total liabilities 4 Chongqing Brewery Co.Ltd(600132) 36446063825413409846
Total current liabilities 459939936197713812461409846
Net assets 16681171400740483613114972
Asset liability ratio 73.39%, 72.24%, 88.78%, 78.09%
Operating income 1026215033638935067278285575
Total profit -563.23 170.17 -327964 153 00
Net profit -31.33 168 97 -3,199.29 149. seventy-two
4、 Guarantee content
Within the guarantee limit, the company provides guarantee for the financing applied by its subsidiaries during the period of validity (from the date of deliberation and approval of this proposal at the 2021 shareholders’ meeting to the date of holding the 2022 shareholders’ meeting), without the need for the guaranteed to provide counter guarantee. The chairman of the company or his authorized person is authorized as the agent to be fully responsible for business handling, agreement / contract signing and other matters. The board of directors and shareholders’ meeting of the company will not consider it one by one.
When the actual guarantee occurs, the main contents of the guarantee agreement / contract include but are not limited to the guarantee amount, guarantee scope, guarantee period and other terms, which shall be jointly negotiated and determined by the authorized person of the company and relevant financial institutions. The guarantee period of each guarantee occurring within the validity period of the guarantee limit shall be comprehensively determined by the authorized agent of the company according to the financing needs and risk assessment.
5、 Opinions of the board of directors
The purpose of the guarantee provided by the company is to meet the capital needs of the operation and development of the subsidiary and ensure the smooth development of its business. The guaranteed has good credit and has not been overdue or unable to repay the loan. The company has control over it, the financial risk is within the effective control of the company, and the company guarantees that it complies with the relevant provisions of laws, regulations and the articles of association. For the guarantee of the holding subsidiary, when the actual guarantee occurs or the guarantee agreement is signed, the company will require other shareholders of the holding subsidiary to provide the same guarantee or counter guarantee according to the proportion of capital contribution, which will not affect the interests of the shareholders of the company.
After signing the guarantee agreement, the company will continue to pay attention to the operation of the guaranteed and take risk prevention measures in time in accordance with relevant laws, regulations and the requirements of the company’s external guarantee management system.
The independent directors of the company expressed their independent opinions on the company’s current guarantee amount, and believed that the company’s current guarantee amount is expected to meet the capital needs of the operation and development of subsidiaries, ensure the smooth development of its business, comply with the company’s overall development strategy, and will not have an adverse impact on the normal operation of the company. The guaranteed objects are all wholly-owned or holding subsidiaries within the scope of the company’s consolidated statements, with good credit status and no overdue or non repayment of loans. The deliberation and voting procedures of the expected matters of the guarantee amount comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. It is agreed that the company will provide guarantee for its subsidiaries in 2022.
6、 Accumulated external guarantee amount and overdue external guarantee amount of the company
As of the disclosure date of this announcement, the company and its subsidiaries have not provided guarantees to the controlling shareholders, actual controllers and other third parties, the cumulative guarantee balance is zero, and there are no overdue guarantees, litigation guarantees and losses due to the judgment of losing the guarantee. After the guarantee amount takes effect, the total guarantee amount of the company and its subsidiaries is 500 million yuan, which are the guarantee amount provided by the company to wholly-owned and holding subsidiaries, accounting for 23.10% of the audited net assets of the company at the end of 2021.
7、 Documents for future reference
1. Resolution of the 25th meeting of the 8th board of directors of the company
2. Resolution of the 21st Meeting of the 8th board of supervisors of the company
3. Independent opinions of independent directors of the company on matters related to the 25th meeting of the eighth board of directors
