Securities code: Tianshan Aluminum Group Co.Ltd(002532) securities abbreviation: Tianshan Aluminum Group Co.Ltd(002532) Announcement No.: 2022004 Tianshan Aluminum Group Co.Ltd(002532)
Announcement on guarantee provided by wholly-owned subsidiaries for wholly-owned subsidiaries
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.
1、 Overview of guarantee
(I) basic information of guarantee
According to the development of the company’s business and the needs of production and operation, The wholly-owned subsidiary of Tianshan Aluminum Group Co.Ltd(002532) (hereinafter referred to as “the company”) Xinjiang production and Construction Corps eighth division Tianshan Aluminum Group Co.Ltd(002532) Co., Ltd. (hereinafter referred to as “tianaluminum Co., Ltd.”) is a wholly-owned subsidiary of the company. Alar Nanjiang carbon new material Co., Ltd. (hereinafter referred to as “Nanjiang carbon”) Industrial And Commercial Bank Of China Limited(601398) alar sub branch (hereinafter referred to as ” Industrial And Commercial Bank Of China Limited(601398) alar sub branch”) has a working capital loan of RMB 100 million Agricultural Bank Of China Limited(601288) alar Corps Branch (hereinafter referred to as ” Agricultural Bank Of China Limited(601288) alar Corps Branch”) has a creditor’s right of 100 million yuan, Shihezi Tianrui Energy Co., Ltd. (hereinafter referred to as “Tianrui energy”), a wholly-owned subsidiary of the company, Xinjiang Shihezi Rural Cooperative Bank (hereinafter referred to as “Shihezi agricultural cooperative bank”) has a creditor’s right of 70 million yuan Xinjiang Tianzhan New Material Technology Co., Ltd. (hereinafter referred to as “Tianzhan new material”), a wholly-owned subsidiary of the company, provides guarantee for the creditor’s rights of 50 million yuan of Shihezi agricultural cooperative bank.
(II) consideration of guarantee
The company held the 18th meeting of the 5th board of directors and the second extraordinary general meeting of shareholders in 2021 on November 10, 2021 and November 30, 2021 respectively, and deliberated and adopted the proposal on the prediction of external guarantee amount in 2022. According to the above resolution, in the next 12 consecutive months, the company, its wholly-owned subsidiaries and wholly-owned subsidiaries are proposed to be the financing and daily operation (including but not limited to business cooperation, daily procurement and sales) of wholly-owned subsidiaries and wholly-owned subsidiaries within the scope of consolidated statements, Provide joint and several liability guarantee (including the guarantee provided by the company for wholly-owned subsidiaries and wholly-owned subsidiaries and mutual guarantee between wholly-owned subsidiaries and wholly-owned subsidiaries). The total amount of guarantee shall not exceed 25.7 billion yuan. The guarantee methods include but are not limited to credit guarantee, asset mortgage, pledge, etc. the guarantee amount is valid from the date of approval by the general meeting of shareholders to December 31, 2022. The actual guarantee amount and the validity period of the guarantee amount are within the total guarantee amount, subject to the guarantee amount and the validity period of the guarantee amount recorded in the guarantee document actually signed by each guarantee subject. The company, wholly-owned subsidiaries and wholly-owned subsidiaries can provide guarantees to wholly-owned subsidiaries and wholly-owned subsidiaries with asset liability ratio of more than 70%. The company with an asset liability ratio of no more than 70% in the latest year or period and its wholly-owned subsidiaries and wholly-owned subsidiaries can adjust the guarantee amount according to the actual situation (including wholly-owned subsidiaries and wholly-owned subsidiaries newly established or incorporated into the scope of merger within the authorization period), The guarantee amount (including wholly-owned subsidiaries and wholly-owned subsidiaries newly established or incorporated into the scope of merger within the authorization period) shall not be adjusted between companies with an asset liability ratio of more than 70% and less than 70% in the latest year or period. At the same time, the general meeting of shareholders authorized the chairman of the board of directors or the management of the company to handle guarantee related matters and sign relevant legal documents within the above guarantee amount according to the actual situation. For details, please refer to cninfo.com on November 11, 2021 and December 1, 2021（ http://www.cn.info.com.cn. ）The announcement on the resolution of the 18th meeting of the Fifth Board of directors and the announcement on the resolution of the second extraordinary general meeting of shareholders in 2021 disclosed.
2、 Basic information of the guaranteed
(I) Company Name: Alar Nanjiang carbon new material Co., Ltd
Unified social credit Code: 91659002ma778y8a5b
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: Zhao Qingyun
Registered capital: RMB 327 million
Date of establishment: January 23, 2017
Address: room 14, 1f, building 2, college student entrepreneurship Park, alar, Xinjiang
Business scope: production and sales of carbon and carbon products, furnace charge products and thermal insulation materials, loading, unloading and handling services, sales of electrolytic aluminum, alumina and other non-ferrous metals and ferrous metals, self-supporting and acting as an agent for the import and export of various commodities and technologies, and carrying out small border trade business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Tianaluminum Co., Ltd. holds 100% equity of Nanjiang carbon.
Main financial indicators of the guarantor Nanjiang carbon in the latest year and period
Unit: 10000 yuan
Subject: as of December 31, 2020 to September 30, 2021
Total assets 1851690623585859
Total liabilities 1573472520614583
Subject: as of December 31, 2020 to September 30, 2021
Net assets 27821812971276
Operating income 39179882671476
Total profit -106083252127
Net profit -836.84189095
The guaranteed Nanjiang carbon is not a dishonest executee.
(II) Company Name: Shihezi Tianrui Energy Co., Ltd
Unified social credit Code: 91659001ma78utk82q
Type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Legal representative: Zhao Qingyun
Registered capital: 500 million yuan only
Date of establishment: September 1, 2020
Address: No. 1-149, Weiwu Road, North Industrial Park, Shihezi Development Zone, Xinjiang
Business scope: power production and power generation; Cogeneration; Heat production and supply; Power supply business; Sales of coal and products; Sales of non-metallic minerals and products; Sales of metal materials; Sales of metal products; Metal ore sales; Sales of eco-environmental materials; Sales of building materials; Loading, unloading and handling; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Investment in energy industry.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Tianlu Co., Ltd. holds 100% equity of Tianrui energy.
Main financial indicators of the guarantor Tianrui energy in the latest year and another period
Unit: 10000 yuan
Subject: as of December 31, 2020 to September 30, 2021
Total assets 5339592767012626
Total liabilities 374421511878963
Net assets 4965171255133663
Operating income 1043381725615857
Total profit 36266816449354
Subject: as of December 31, 2020 to September 30, 2021
Net profit 30826565481951
The guaranteed Tianrui energy is not a dishonest executee.
(III) Company Name: Xinjiang Tianzhan New Material Technology Co., Ltd
Unified social credit Code: 91659001ma776u3859
Type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Legal representative: Zeng Chaolin
Registered capital: 200 million yuan
Date of establishment: September 1, 2016
Address: No. 1, Weiwu Road, North Industrial Park, Shihezi Development Zone, Xinjiang
Business scope: research, production and sales of high purity aluminum and aluminum products; Sales of carbon, alumina and metal materials; Project investment, M & A and technology transfer; Equipment leasing; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies that the state restricts the company to operate or prohibits the import and export). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Tianlv Co., Ltd. holds 100% equity of Tianzhan new material.
Main financial indicators of the guaranteed Tianzhan new material in the latest year and another period
Unit: 10000 yuan
Subject: as of December 31, 2020 to September 30, 2021
Total assets 82898466458002
Total liabilities 52656623083790
Net assets 30241843374212
Operating income 23097113264540
Total profit 450471411798
Net profit 396346350028
The guaranteed Tianzhan Xincai is not a dishonest executee.
3、 Main contents of the guarantee agreement
(I) the guarantee contract signed by tianaluminum Co., Ltd. and Industrial And Commercial Bank Of China Limited(601398) alar sub branch mainly includes: 1. Guarantee method: joint and several liability guarantee.
2. Guaranteed principal balance: RMB 100 million (¥ 10000000000).
3. Guarantee period: (1) if the main contract is a loan contract or precious metal lease contract, the guarantee period under this contract is three years from the day after the expiration of the loan term or precious metal lease term under the independent contract; If the creditor announces the early maturity of the loan or precious metal lease according to the master contract, the guarantee period shall be three years from the next day of the early maturity date of the loan or precious metal lease. (2) If the main contract is a bank acceptance agreement, the guarantee period is three years from the next day of the creditor’s external commitment. (3) If the main contract is a guarantee agreement, the guarantee period is three years from the next day when the creditor performs the guarantee obligation. (4) If the main contract is the L / C issuing agreement / contract, the guarantee period is three years from the next day when the creditor pays the payment under the L / C. (5) If the main contract is other financing documents, the guarantee period shall be three years from the next day of the maturity or early maturity of the creditor’s rights determined in the independent contract.
(II) the maximum guarantee contract signed between tianaluminum Co., Ltd. and Agricultural Bank Of China Limited(601288) alar Corps Branch, the main contents of which are as follows:
1. Guarantee: joint and several liability.
2. Maximum balance of creditor’s rights: RMB 100 million (¥ 10000000000).
3. Guarantee period: (1) the guarantee period of the guarantor is three years from the expiration of the debt performance period agreed in the main contract, and the guarantee period under each main contract is calculated separately. If there are debts to be performed by stages under the main contract, the guarantee period of the main contract is three years from the date of expiration of the last debt performance period. (2) The guarantee period under commercial bill acceptance, letter of credit and letter of guarantee is three years from the date of advance payment by the creditor. (3) The guarantee period for the discount of commercial bills is three years from the due date of the discounted bills. (4) If the creditor and the debtor reach an extension agreement on the performance period of the debt under the main contract, the Guarantor agrees to continue to bear joint and several guarantee liability, and the guarantee period is three years from the date of expiration of the debt performance period agreed in the extension agreement. (5) In case of any event stipulated by laws and regulations or agreed in the main contract, resulting in the creditor’s declaration of early maturity of the creditor’s rights under the main contract, the guarantee period shall be three years from the date of early maturity of the creditor’s rights under the main contract determined by the creditor.
