Sinolink Securities Co.Ltd(600109)
Notice on Sailun Group Co.Ltd(601058) external guarantee
Verification opinions
In accordance with the requirements of relevant laws, regulations and normative documents such as the securities law, the measures for the administration of recommendation business for securities issuance and listing (hereinafter referred to as the "recommendation measures"), the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), the measures for the administration of information disclosure of listed companies (hereinafter referred to as the "Information Disclosure Measures"), etc, As the continuous supervision organization of Sailun Group Co.Ltd(601058) (hereinafter referred to as " Sailun Group Co.Ltd(601058) " or "the company") for the non-public offering of shares in 2020, Sinolink Securities Co.Ltd(600109) (hereinafter referred to as " Sinolink Securities Co.Ltd(600109) " or "the sponsor") has carefully and prudently verified the unexpected guarantees of the company. The details of verification are as follows:
1、 Overview of guarantee
According to the capital demand of the company's 2022 annual production and operation and project construction plan, from the date of deliberation and approval of the 2021 annual general meeting to the time when the company holds the 2022 annual general meeting, 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 financing of 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 financing of the company, The relevant holding subsidiaries intend to provide guarantees with a total amount of no more than 2 billion yuan for each other's financing. The details are as follows: 1. The guarantee amount 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 group shares Sailun (Dongying) Tire Co., Ltd. is a holding subsidiary, Sailun (Vietnam) Co., Ltd. (including its holding subsidiary)
Guarantee provided by the company) 260000
Subtotal 360000
The holding subsidiary is the holding subsidiary of the company Sailun Group Co.Ltd(601058)
Company providing guarantee 760000
Between holding subsidiaries holding subsidiaries holding subsidiaries
Guarantee company 200000
2. The amount of guarantee expected to be provided for subsidiaries 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. (including 250000 of its holding subsidiaries)
(company)
Sailun group shares Sailun (Shenyang) Tire Co., Ltd
The company is a holding subsidiary Co., Ltd
The company provides guarantee for Sailun International Holdings (Hong Kong) Co., Ltd. (including 500000)
(its holding subsidiary)
Subtotal 850000
In order to improve work efficiency, the company authorizes the management to implement relevant businesses within the above guarantee limit, including
Including the new guarantee and the extension or renewal of the original guarantee. The financing methods include: flow loan, acceptance and acceptance discount
It is in the form of, trade financing, letter of guarantee, letter of credit, project loan, etc. 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;
Within the guarantee amount of no more than 7.6 billion yuan, adjust the guarantee amount of each holding subsidiary to the company to exceed the above
Other guarantees for the quota shall be implemented after being separately deliberated by the board of directors and the general meeting of shareholders in accordance with relevant regulations
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
Serial number name registration place legal representative / business scope
director
1 Sailun Group Co.Ltd(601058) Qingdao Huangdao yuanzhongxue tire production and operation
2. Production and operation of Xie Xiaohong tire in Guangrao Economic Development Zone, Dongying City, Sailun (Dongying) Tire Co., Ltd
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 Co.Ltd(601058) 2,617293.60 1,503546.00 1,073046.51 1,799842.85 131296.55
2 Sailun (Dongying) Tire Co., Ltd. 388352731713401921701255309344972097596
3 Sailun (Vietnam) Co., Ltd. 659157232738473838530985608090369860053
4 Sailun (Shenyang) Tire Co., Ltd. 578381404257874915259391804704641105817
5 Sailun Group Co.Ltd(601058) Sales Co., Ltd. 38870869362689702 Zijin Mining Group Company Limited(601899) 101801332975025
6 Sailun International Holdings (Hong Kong) Limited 41824628374788974345731106304848667070
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 attributable to the previous year
The net assets of the shareholders of the municipal company and the net profit at the end of 2021 are 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 confirmed by the company or relevant subsidiaries and commercial banks
It is agreed that after the relevant agreements are signed, the company will perform the obligation of information disclosure as required.
4、 Accumulated guarantee of the company
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 the holding subsidiary to the company is
4.581 billion yuan, accounting for 42.69% of the company's latest audited net assets. The holding subsidiaries are the other party's assets
The guarantee balance provided was 698 million yuan, accounting for 6.51% of the company's latest audited net assets. Company guarantee
The objects are all within the system of listed companies, and there is no overdue guarantee up to now.
5、 Review procedure of guarantee
The 31st meeting of the 5th board of directors held on March 31, 2022 deliberated and adopted the
The independent directors of the company expressed independent opinions on the proposal of expected external guarantee.
The independent directors of the company expressed their independent opinions that the company's external guarantee is expected to be favorable in 2022
To meet the capital needs of the company and its holding subsidiaries for daily operation and business development
Contingent risks will not affect the company's ability to continue operating and will not damage the interests of the company and shareholders
Agree to submit the proposal to the board of directors of the company for deliberation. The directors and management of the company can treat it carefully and strictly
Control the risks arising from external guarantee, and the review procedures shall comply with the provisions of relevant laws and regulations.
The approval procedures of this related party guarantee comply with the provisions of relevant laws, regulations and the articles of association,
The decision-making procedure is legal and effective. The above proposals need to be submitted to the general meeting of shareholders of the company for deliberation.
6、 Verification opinions of the recommendation institution
Upon verification: Sailun Group Co.Ltd(601058) this expected guarantee is intended to meet the daily operation of the company and its holding subsidiaries
And the need for funds for business development did not harm the interests of the company and shareholders. The guarantee has been deliberated and approved at the 31st meeting of the 5th board of directors of the company, and the independent directors have expressed independent opinions on the proposal. The recommendation institution has no objection to this matter. The above guarantee matters need to be submitted to the general meeting of shareholders of the company for deliberation.
(there is no text on this page, which is the signature page of Sinolink Securities Co.Ltd(600109) verification opinions on Sailun Group Co.Ltd(601058) expected external guarantee) signature of the sponsor representative:
Gao Jun, Hu guomu
Sponsor: Sinolink Securities Co.Ltd(600109) mm / DD / yyyy
