Securities code: Sailun Group Co.Ltd(601058) securities abbreviation: Sailun Group Co.Ltd(601058) Announcement No.: pro 2022029 Sailun Group Co.Ltd(601058)
Announcement on expected external guarantee in 2022
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents. Important content tips:
Name of the guaranteed: the company and its holding subsidiaries
The amount of this guarantee and the guarantee balance actually provided for it: the company plans to provide a guarantee with a total amount of no more than RMB 12.1 billion (including the guarantee under execution) for its holding subsidiaries, the relevant holding subsidiaries plan to provide a guarantee with a total amount of no more than RMB 7.6 billion (including the guarantee under execution) for the company, and the relevant holding subsidiaries plan to provide a guarantee with a total amount of no more than RMB 2 billion (including the guarantee under execution) for the other party. As of March 31, 2022, the guarantee balance actually provided by the company to its holding subsidiaries was 4.351 billion yuan, the guarantee balance actually provided by its holding subsidiaries to the company was 4.581 billion yuan, and the guarantee balance actually provided by its holding subsidiaries to the other party was 698 million yuan.
There is no counter guarantee in this guarantee
The company has no external guarantee overdue
1、 Overview of guarantee
(I) review procedures for the expected performance of external guarantees
On March 31, 2022, the 31st meeting of the 5th board of directors of Sailun Group Co.Ltd(601058) (hereinafter referred to as "the company") deliberated and adopted the proposal on the expected external guarantee in 2022, which needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) expected external guarantee in 2022
According to the capital requirements of the company's production, operation and project construction in 2022, from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the time when the company holds the 2022 annual general meeting of shareholders, the company plans to provide a guarantee with a total amount of no more than RMB 12.1 billion (including the guarantee under execution) for the holding subsidiary, and the relevant holding subsidiary plans to provide a guarantee with a total amount of no more than RMB 7.6 billion (including the guarantee under execution) for the company, The relevant holding subsidiaries intend to provide the other party with a total amount of no more than 2 billion yuan of guarantee (including the guarantee under execution). Details are as follows:
1. The amount of guarantee expected to be provided for companies with asset liability ratio not exceeding 70% is as follows:
Unit: 10000 yuan currency: RMB
Maximum guarantee amount of guarantee relationship guarantor and guaranteed party
Sailun (Dongying) Tire Co., Ltd., 100000 shares of Sailun group, provides guarantee for 260000 companies of Sailun (Vietnam) Co., Ltd., a holding subsidiary (including its holding subsidiaries)
Subtotal 360000
The holding subsidiary provides guarantee company for the company's holding subsidiary Sailun Group Co.Ltd(601058) 760000 company
Holding subsidiaries of holding subsidiaries 200000 guarantee companies
2. The amount of guarantee expected to be provided for companies with asset liability ratio of more than 70% is as follows:
Unit: 10000 yuan currency: RMB
Maximum guarantee amount of guarantee relationship guarantor and guaranteed party
Sailun Group Co.Ltd(601058) Sales Co., Ltd. 250000 (including its holding subsidiaries)
Sailun group shares Sailun (Shenyang) Tire Co., Ltd. is a holding subsidiary Co., Ltd
The company provides guarantee for Sailun International Holdings (Hong Kong) Co., Ltd. 500000 (including its holding subsidiaries)
Subtotal 850000
In order to improve work efficiency, the company authorizes the management to implement relevant businesses within the above guarantee limit, including new guarantee and extension or renewal of the original guarantee. The financing methods include: flow loan, acceptance, acceptance discount, trade financing, letter of guarantee, letter of credit, project loan and other forms. At the same time, the management of the company can adjust the specific guarantee amount of the company for each holding subsidiary within the guarantee amount of no more than RMB 12.1 billion according to the actual situation; Within the guarantee amount of no more than RMB 7.6 billion, adjust the guarantee amount of each holding subsidiary to the company. Other guarantees exceeding the above-mentioned amount shall be implemented after further deliberation by the board of directors and the general meeting of shareholders in accordance with relevant regulations. The above-mentioned holding subsidiaries include newly established or newly merged holding subsidiaries within the authorization period.
2、 Basic information of the guaranteed
(I) basic information of the guaranteed
Name of registration place legal representative / business scope
No. director
1 Sailun Group Co.Ltd(601058) Qingdao Huangdao yuanzhongxue tire production and operation
2. Xilun (Dongying) Tire Co., Ltd. Dongying Guangrao Economic Development Co., Ltd. Xie Xiaohong tire production and operation
Hair area
3. Sailun (Vietnam) Co., Ltd. Liu Yanhua tire production and operation in eyou County, Xining Province, Vietnam
4. Production and operation of Wang Jianye tire in Shenyang Chemical Industrial Park of Sailun (Shenyang) Tire Co., Ltd
5 Sailun Group Co.Ltd(601058) Sales Co., Ltd. Qingdao Huangdao liuyanhua Tire Sales Co., Ltd
6 Sailun International Holdings (Hong Kong) Co., Ltd. Hong Kong Liu Yanhua investment
(II) financial status of the guaranteed
Financial data of the latest year:
Unit: 10000 yuan currency: RMB
Serial number name year-end 2021 year-end 2021 year-end 2021 year-end 2021 total assets total liabilities net assets operating income net profit
1 Sailun group 261729360150354 Hubei Mailyard Share Co.Ltd(600107) 30465117998428513129655 Co., Ltd
2. Sailun (Dongying) Tire Co., Ltd. 388352731713401921701255309344972097596 shares
3 Sailun (Vietnam) 659157232738473838530985608090369860053 Co., Ltd
4. Sailun (Shenyang) tire has 578381404257874915259391804704641105817 Co., Ltd
5 Sailun Group Co.Ltd(601058) sales 38870869362689702 Zijin Mining Group Company Limited(601899) 101801332975025 Co., Ltd
6 Sailun International Holdings 41824628374788974345731106304848667070 (Hong Kong) Limited
Note: the above data are the consolidated statement data of each company.
Of which, the net assets at the end of Sailun Group Co.Ltd(601058) 2021 are
The net assets attributable to the shareholders of the listed company, and the net profit at the end of 2021 is the net profit attributable to the shareholders of the listed company.
3、 Main contents of the guarantee agreement
The main contents of the guarantee agreement shall be jointly negotiated and determined by the company or relevant subsidiaries and commercial banks,
After the signing of relevant agreements, the company will perform the obligation of information disclosure as required.
4、 Opinions of the board of directors and independent directors
The board of directors of the company deliberated and approved the proposal on the expected external guarantee in 2022, and considered that:
The amount of mutual guarantee between the company and its holding subsidiaries and holding subsidiaries is the guarantee bank within the listed company system
In order to meet the company's actual operation and overall development strategy, considering the company's production, operation and investment capital needs,
In addition, the financial situation of each company is stable and has the ability to control its operation and management risks during the guarantee period.
Independent directors have expressed independent opinions on the above guarantee matters: the company expects external guarantee matters in 2022
This is conducive to meeting the capital needs of the company and its holding subsidiaries for daily operation and business development. The contingent risks related to the guarantee will not affect the company's sustainable operation ability and damage the interests of the company and shareholders. We agree to submit this proposal to the board of directors of the company for review in advance. The directors and management of the company can prudently treat and strictly control the risks arising from external guarantees, and the review procedures comply with the provisions of relevant laws and regulations.
5、 Accumulated external guarantees and overdue guarantees
As of March 31, 2022, the guarantee balance provided by the company to its holding subsidiaries was 4.351 billion yuan, accounting for 40.55% of the company's latest audited net assets; The guarantee balance provided by holding subsidiaries to the company was 4.581 billion yuan, accounting for 42.69% of the company's latest audited net assets. The guarantee balance provided by holding subsidiaries to each other was 698 million yuan, accounting for 6.51% of the company's latest audited net assets. The guarantee objects of the company belong to the system of listed companies, and there is no overdue guarantee up to now.
6、 Documents for future reference
1. Resolution of the 31st meeting of the 5th board of directors of the company
2. Independent opinions of the company's independent directors on matters related to the 31st meeting of the Fifth Board of directors
3. Prior approval opinions of independent directors of the company on matters related to the 31st meeting of the Fifth Board of directors
It is hereby announced.
Sailun Group Co.Ltd(601058) board of directors April 2, 2022
