Securities code: Beijing Originwater Technology Co.Ltd(300070) securities abbreviation: Beijing Originwater Technology Co.Ltd(300070) Announcement No.: 2022046 Beijing Originwater Technology Co.Ltd(300070)
Announcement on providing guarantee for Xinxiang Beijing Originwater Technology Co.Ltd(300070) water treatment Co., Ltd
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 risk tips:
As of the date of this announcement, the total amount of guarantees provided by the company and its holding subsidiaries has exceeded 100% of the latest audited net assets. Please pay attention to the investment risks.
1、 Overview of guarantee
Beijing Originwater Technology Co.Ltd(300070) (hereinafter referred to as “the company”) held the 23rd Meeting of the 5th board of directors on April 7, 2022. The meeting adopted the proposal on providing guarantee for Xinxiang Beijing Originwater Technology Co.Ltd(300070) water treatment Co., Ltd. with 9 votes in favor, 0 against and 0 abstention.
The guaranteed Xinxiang Beijing Originwater Technology Co.Ltd(300070) water treatment Co., Ltd. (hereinafter referred to as “Xinxiang Beijing Originwater Technology Co.Ltd(300070) ) is a holding subsidiary of the company, and the company holds 80% of the equity of Xinxiang Beijing Originwater Technology Co.Ltd(300070) water treatment Co., Ltd.
In order to meet the demand of financing replacement, it is agreed that the company will provide 80% joint and several liability guarantee according to the shareholding ratio of the company for the comprehensive credit business of Beijing Originwater Technology Co.Ltd(300070) to China Construction Bank Corporation(601939) Xinxiang branch with an amount of no more than RMB 117 million, with a guarantee amount of no more than RMB 93.6 million and a business term of 151 months, with a guarantee period of 3 years from the date of expiration of the guaranteed debt under the main contract.
According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other regulations, as the total guarantee amount of the company has exceeded 50% of the audited net assets of the company at the end of last year, and the asset liability ratio of Xinxiang Beijing Originwater Technology Co.Ltd(300070) has exceeded 70%, this proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the guaranteed
Company name: Xinxiang Beijing Originwater Technology Co.Ltd(300070) water treatment Co., Ltd
Legal representative: Fan Chengcheng
Registered capital: 349208 million yuan
Date of establishment: December 26, 2016
Company type: other limited liability companies
Registered address: About 400m from the north to the east of the intersection of East Ring Road and North Ring Road, Muye District, Xinxiang City, Henan Province. Business scope: technical development of sewage, water purification and solid waste treatment; Environmental protection technology consulting services; Sales of environmental protection equipment; Environmental protection engineering construction design; Operation of environmental pollution control facilities (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure: the company holds 80% equity of Beijing Originwater Technology Co.Ltd(300070) in Xinxiang, and Xinxiang Pingyuan state owned Assets Management Group Co., Ltd. holds 20% equity of Beijing Originwater Technology Co.Ltd(300070) in Xinxiang.
Relationship with the company: Xinxiang Beijing Originwater Technology Co.Ltd(300070) is the holding subsidiary of the company.
Financial situation: as of December 31, 2020, the total assets of Xinxiang Beijing Originwater Technology Co.Ltd(300070) are 17366200 yuan, the total liabilities are 14338100 yuan, and the net assets are 30348100 yuan. From January to December 2020, the operating income was 168842 million yuan, the total profit was -5.0206 million yuan and the net profit was -4.4481 million yuan. The above data were audited by pinze Certified Public Accountants (special general partnership).
As of December 31, 2021, Xinxiang Beijing Originwater Technology Co.Ltd(300070) has total assets of 173752600 yuan, total liabilities of 147830200 yuan and net assets of 25922400 yuan. From January to December 2021, the operating revenue was 160139 million yuan, the total profit was -4.8717 million yuan, and the net profit was -4.4258 million yuan.
After verification, Xinxiang Beijing Originwater Technology Co.Ltd(300070) does not belong to the person subject to execution for breach of faith.
3、 Main contents of guarantee
In order to meet the demand of financing replacement, it is agreed that the company will provide 80% joint and several liability guarantee according to the shareholding ratio of the company for the comprehensive credit business of Beijing Originwater Technology Co.Ltd(300070) to China Construction Bank Corporation(601939) Xinxiang branch with an amount of no more than RMB 117 million, with a guarantee amount of no more than RMB 93.6 million and a business term of 151 months, with a guarantee period of 3 years from the date of expiration of the guaranteed debt under the main contract.
4、 Opinions of the board of directors
The board of Directors believes that the guarantee provided to China Construction Bank Corporation(601939) Xinxiang branch is mainly to meet the needs of Beijing Originwater Technology Co.Ltd(300070) financing replacement of Xinxiang branch. The guaranteed Xinxiang Beijing Originwater Technology Co.Ltd(300070) has strong solvency and controllable financial risk. The above guarantee is in line with the overall interests of the company. Xinxiang Beijing Originwater Technology Co.Ltd(300070) is the holding subsidiary of the company. The company provides 80% joint and several liability guarantee for the comprehensive credit business according to the shareholding ratio of the company. As the Beijing Originwater Technology Co.Ltd(300070) other shareholders of Xinxiang are government platform companies, they failed to provide the same proportion of guarantee. In order to control the guarantee risk and protect the interests of the company, Xinxiang Beijing Originwater Technology Co.Ltd(300070) provides counter guarantee for the guarantee with the project assets it operates. It is estimated that after the project enters stable operation, the relevant income can cover the demand for principal and interest, and there will be no default of relevant debts. At the same time, the loan interest rate under this guarantee is lower than that in the previous period. After this guarantee and lending, Xinxiang Beijing Originwater Technology Co.Ltd(300070) will apply for cancellation of the previous guarantee, which is also conducive to reducing relevant financing costs and guarantee risks. According to comprehensive judgment, the guarantee risk is controllable, fair and reasonable, and does not harm the interests of listed companies and shareholders.
5、 Opinions of independent directors
Xinxiang Beijing Originwater Technology Co.Ltd(300070) is the holding subsidiary of the company. So far, there is no obvious indication that the company may bear the guarantee liability due to the default of the guaranteed party. This guarantee will not adversely affect the normal operation and business development of the company and its holding subsidiaries. The contents and decision-making procedures of this guarantee comply with the requirements of relevant laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the standardized operation of GEM listed companies.
As an independent director of the company, I agree that the company will provide 80% joint and several liability guarantee according to the shareholding ratio of the company for the comprehensive credit business of Beijing Originwater Technology Co.Ltd(300070) to China Construction Bank Corporation(601939) Xinxiang branch with an amount of no more than RMB 117 million, with a guarantee amount of no more than RMB 93.6 million and a business period of 151 months. The guarantee period is 3 years from the date of expiration of the guaranteed debt under the main contract.
6、 Opinions of the sponsor
After verification, the sponsor believes that the above matters have been deliberated and adopted at the 23rd Meeting of the Fifth Board of directors, and the above proposals need to be submitted to the general meeting of shareholders for deliberation.
The independent directors expressed their independent opinions. The above voting procedures are legal and compliant, and comply with the provisions of relevant laws, regulations, normative documents and the articles of association. The recommendation institution has no objection to the above matters.
7、 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 was 32492395000 yuan (including this guarantee), accounting for 128.64% of the audited net assets of the company at the end of 2021, including 26801292400 yuan of external guarantees provided by the company to its holding subsidiaries. The total external guarantee of the company and its holding subsidiaries for 12 consecutive months was 501244 million yuan (including this guarantee). The company and its holding subsidiaries have no overdue external guarantee.
8、 Other
After the disclosure of this guarantee, if the guarantee changes, the company will timely disclose the corresponding progress announcement.
9、 Documents for future reference
1. Resolutions of the 23rd Meeting of the 5th board of directors of the company;
2. Independent opinions of independent directors on matters related to the 23rd Meeting of the Fifth Board of directors;
3. Verification opinions of Citic Securities Company Limited(600030) on the guarantee provided by Beijing Originwater Technology Co.Ltd(300070) for its subsidiaries.
It is hereby announced.
Beijing Originwater Technology Co.Ltd(300070) board of directors
April 8, 2002
