Securities code: China Aluminum International Engineering Corporation Limited(601068) securities abbreviation: China Aluminum International Engineering Corporation Limited(601068) Announcement No.: pro 2022023 China Aluminum International Engineering Corporation Limited(601068)
Announcement on providing guarantee between holding subsidiaries
The board of directors and all 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 party: China Aluminum International Engineering Corporation Limited(601068) (hereinafter referred to as the company) is a holding subsidiary of China Aluminum International Engineering Corporation Limited(601068) (hereinafter referred to as the company). See the announcement for details.
The guarantee amount and the guarantee balance actually provided for it:
1. The guarantee amount is no more than RMB 100 million;
2. As of the date of this announcement, the actual guarantee balance provided by the company and its holding subsidiaries to the guaranteed is RMB 150 million.
Whether there is counter guarantee in this guarantee: there is no counter guarantee in this external guarantee
Cumulative overdue amount of external guarantee: None
The external guarantee of the company needs to be submitted to the general meeting of shareholders for deliberation.
1、 Overview of guarantee
(I) introduction to guarantee
The holding subsidiaries of the company intend to continue the guarantee of RMB 100 million, The details are as follows: Chalco Wancheng Shandong Construction Co., Ltd. (hereinafter referred to as Wancheng company) provides a continuous guarantee of RMB 100 million for Chalco Shandong Engineering Technology Co., Ltd. (hereinafter referred to as Shandong project) (of which the guarantee amount of RMB 90 million is the same amount of guarantee provided for Wancheng company by Shandong project).
(II) internal decision-making procedures for guarantee performance
The 46th meeting of the third board of directors of the company deliberated and adopted the proposal on considering the provision of guarantees between holding subsidiaries. The voting results were 6 in favor, 0 against and 0 abstention. There is no need to avoid voting. According to relevant laws and regulations, the articles of association and other relevant provisions, the above guarantee matters must be submitted to the general meeting of shareholders for deliberation and approval.
2、 Basic information of the guaranteed
Company name: Chalco Shandong Engineering Technology Co., Ltd
Registered capital: RMB 274607000
Ownership structure: the company holds 60% and Chinalco Shandong Co., Ltd. holds 40%
Enterprise type: other limited liability companies
Legal representative: Xu Yong
Registered address: No. 1, 5km Road, Zhangdian District, Zibo City
Date of establishment: July 12, 1995
Main business: Metallurgical Engineering, architectural engineering design and consulting; Project cost consultation; General contracting of the project; Production process computer control, office automation, information network system design, installation and commissioning, maintenance, software development and outsourcing, consulting services; Manufacturing, sales, installation and maintenance of mechanical equipment and non-standard equipment (excluding special equipment); Design, sales, installation and maintenance of dust collection equipment and plumbing equipment; Installation and commissioning of weighing instrument equipment; Energy saving technical services; Rental of houses and equipment; Metallurgical Engineering, steel structure engineering, petrochemical engineering, housing construction engineering, anti-corrosion and thermal insulation engineering, aluminum plastic door and window engineering construction; House maintenance; Lifting operation; Kiln masonry; Research, development and sales of comprehensive utilization products, mechatronics system and products of Chini; Research and development of metal gallium extraction process; Sales of aluminum profiles, recycled aluminum, metal products, building materials, electromechanical products, emery, steel, refractory materials, chemical products (excluding dangerous and precursor chemicals), hardware and electrical products; Import and export of goods and technology; Design, manufacture, sales and maintenance of special equipment and woven bags for environmental protection, metallurgy, chemical industry, electric power and mining; Maintenance of special equipment and motor vehicles; Warehousing services (excluding dangerous goods), handling, loading and unloading and packaging services; Sanitation and cleaning services; Construction of greening works; Environmental protection technology consulting services (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments.)
Shandong Engineering and the company are independent of each other in terms of property rights, business, assets, finance and personnel.
Financial data of the latest year: as of December 31, 2021, Shandong Engineering (audited) has total assets of RMB 114374 million, total liabilities of RMB 8724316 million (including current liabilities of RMB 8564316 million, bank loans of RMB 2920955 million), and net assets of RMB 271384 million; In 2021, the company realized an operating revenue of 5270934 million yuan and a net profit of – 774936 million yuan. As of February 28, 2022, Shandong Engineering (Unaudited) has total assets of 1077378400 yuan, total liabilities of 824615600 yuan (including current liabilities of 808615600 yuan, bank loans of 244808600 yuan), and net assets of 252762900 yuan; From January to February 2022, the operating income was RMB 835277 million and the net profit was RMB -192711 million.
Shandong Engineering is the holding subsidiary of the company.
3、 Main contents of the guarantee agreement
The guarantee agreement for the above guarantee matters shall be signed within the above guarantee limit after negotiation with relevant creditors.
4、 Analysis opinion
The guaranteed is the holding subsidiary of the company, and the financing is to meet the working capital needs of its production and operation. The guarantor of this external guarantee is the holding subsidiary of the company; The company does not directly provide guarantee to Shandong project, but the holding subsidiary of Shandong project provides guarantee for it. At the same time, the company holds 60% equity of Shandong project, which can fully control its operation, investment, financing and other major matters. Moreover, Shandong project has stable financial situation and debt repayment ability, so the guarantee risk is relatively controllable.
The independent non-executive director expressed independent opinions on this matter: the guarantee provided by the company to the holding subsidiary is determined according to the needs of the production and operation of the holding subsidiary. In addition to the approval of the general meeting of shareholders, the company has performed the necessary decision-making procedures and complied with the relevant provisions of the CSRC, the Shanghai Stock Exchange and the stock exchange of Hong Kong on the external guarantee of listed companies. The object guaranteed by the company has the ability to pay debts, the financial risk is within the company’s control, there is no damage to the interests of the company and minority shareholders, and is in line with the relevant laws and regulations of the place of listing and the provisions of the articles of association.
5、 Accumulated external guarantees and overdue guarantees
As of the date of this announcement, the total amount of external guarantees provided by the company and its holding subsidiaries is RMB 12234 million, and the total amount of guarantees provided by the company to its holding subsidiaries is RMB 2460 million. The above amounts account for 160% and 32% of the company’s latest audited net assets attributable to common shareholders (2021), respectively. There is no overdue guarantee.
It is hereby announced.
China Aluminum International Engineering Corporation Limited(601068) board of directors March 28, 2022
Filing documents
(I) China Aluminum International Engineering Corporation Limited(601068) resolution of the 46th meeting of the third board of directors
(II) China Aluminum International Engineering Corporation Limited(601068) independent opinions on relevant matters at the 46th meeting of the third board of directors
(III) business license of the guaranteed
(IV) the latest financial statements of the guaranteed
