Citic Securities Company Limited(600030)
About Beijing Originwater Technology Co.Ltd(300070)
Provide verification opinions on guarantee matters for subsidiaries
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “) as the sponsor of Beijing Originwater Technology Co.Ltd(300070) (hereinafter referred to as ” Beijing Originwater Technology Co.Ltd(300070) ” and “the company”) to issue A-share shares to specific objects, In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, Carefully checked the guarantee provided by Beijing Originwater Technology Co.Ltd(300070) for Sihong Jiuan water affairs Co., Ltd. (hereinafter referred to as “Sihong company”) and Xinxiang Beijing Originwater Technology Co.Ltd(300070) water treatment Co., Ltd. (hereinafter referred to as “Xinxiang Beijing Originwater Technology Co.Ltd(300070) ), the holding subsidiary of Beijing Jiuan construction investment group Co., Ltd. (hereinafter referred to as” Jiuan construction “), and issued the following verification opinions:
1、 Overview of guarantee
In order to meet the demand of financing replacement, the company held the 23rd Meeting of the 5th board of directors on April 7, 2022, and deliberated and adopted the proposal on providing guarantee for Sihong Jiuan water affairs Co., Ltd. and the proposal on providing guarantee for Xinxiang Beijing Originwater Technology Co.Ltd(300070) water treatment Co., Ltd.
The guaranteed Sihong company is the holding subsidiary of Jiu’An construction, a wholly-owned subsidiary of the company; The guaranteed Xinxiang Beijing Originwater Technology Co.Ltd(300070) is the holding subsidiary of the company, and the company holds 80% equity of Xinxiang Beijing Originwater Technology Co.Ltd(300070) and the board of directors of the company agrees: (1) the company provides 80% joint and several liability guarantee for the comprehensive credit business with an amount of no more than RMB 180 million applied by Sihong company to Industrial And Commercial Bank Of China Limited(601398) Sihong sub branch according to the indirect shareholding ratio of the company, with a guarantee amount of no more than RMB 144 million and a business term of 15 years, The guarantee period is 3 years from the date of expiration of the performance period of the guaranteed debt under the main contract; (2) The company provides 80% joint and several liability guarantee according to the shareholding ratio of the company for the comprehensive credit business with an amount not exceeding RMB 117 million applied by Xinxiang Beijing Originwater Technology Co.Ltd(300070) to China Construction Bank Corporation(601939) Xinxiang branch, with a guarantee amount not exceeding RMB 93.6 million and a business term of 151 months. The guarantee period is 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 provisions, the above proposals need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
(I) Sihong Jiuan water affairs Co., Ltd
1. Company name: Sihong Jiuan water affairs Co., Ltd
2. Legal representative: Chen Chunsheng
3. Registered capital: 52 million yuan
4. Date of establishment: June 20, 2016
5. Company type: limited liability company
6. Registered address: No. 9, hehe Road, Sihong
7. Business scope: technical development, technical service and technical consultation of water treatment; Sewage treatment and reclaimed water utilization; Water pollution control; Project construction management; General contracting of municipal public works construction; General contracting of mechanical and electrical engineering construction. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments) 8. Equity structure: Jiuan construction, a wholly-owned subsidiary of the company, holds 80% equity of Sihong company, and Jiangsu Qingyuan Water Investment Co., Ltd. holds 20% equity of Sihong company.
9. Relationship with the company: Sihong company is an indirect holding subsidiary of the company.
10. Financial situation: as of December 31, 2020, Sihong company had total assets of 313124400 yuan, total liabilities of 262437200 yuan and net assets of 506872 million yuan. From January to December 2020, the operating income was 9.6473 million yuan, the total profit was 6.0668 million yuan and the net profit was 6.1997 million yuan. The above data were audited by Daxin Certified Public Accountants (special general partnership).
As of December 31, 2021, Sihong company has total assets of 3187099 million yuan, total liabilities of 2 Sichuan Changhong Electric Co.Ltd(600839) million yuan and net assets of 58.626 million yuan. From January to December 2021, the operating revenue was 5.7843 million yuan, the total profit was 6.8392 million yuan, and the net profit was 7.9388 million yuan.
11. Upon inquiry, China executive information disclosure network（ http://zxgk.court.gov.cn./ ）, Sihong company is not a dishonest person.
(II) Xinxiang Beijing Originwater Technology Co.Ltd(300070) water treatment Co., Ltd
1. Company name: Xinxiang Beijing Originwater Technology Co.Ltd(300070) water treatment Co., Ltd
2. Legal representative: Fan Chengcheng
3. Registered capital: 349208 million yuan
4. Date of establishment: December 26, 2016
5. Company type: other limited liability companies
6. Registered address: about 400 meters from north to east at the intersection of East Ring Road and North Ring Road, Muye District, Xinxiang City, Henan Province
7. 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)
8. 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.
9. Relationship with the company: Xinxiang Beijing Originwater Technology Co.Ltd(300070) is the holding subsidiary of the company.
10. 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.
11. Upon inquiry, China executive information disclosure network（ http://zxgk.court.gov.cn./ ）, 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, the company agrees to provide 80% joint and several liability guarantee for the comprehensive credit business with an amount of no more than RMB 180 million applied by Sihong company to Industrial And Commercial Bank Of China Limited(601398) Sihong sub branch according to the indirect shareholding ratio of the company, with a guarantee amount of no more than RMB 144 million and a business term of 15 years, with a guarantee period of 3 years from the date of expiration of the guaranteed debt under the main contract.
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、 Cumulative external guarantee quantity
As of the date of issuance of this verification opinion, the total external guarantee of the company and its holding subsidiaries reviewed by the board of directors or the general meeting of shareholders of the company was 32492395000 yuan (including this guarantee), accounting for 128.64% of the audited net assets of the company at the end of 2021, including 268012924000 yuan of external guarantee of the company to its holding subsidiaries. The total amount of external guarantees of the company and its holding subsidiaries reviewed by the board of directors or the general meeting of shareholders of the company within 12 consecutive months is 501244 million yuan (including this guarantee).
5、 Opinions of the board of directors
The board of Directors believes that the guarantee provided to Industrial And Commercial Bank Of China Limited(601398) Sihong sub branch and China Construction Bank Corporation(601939) Xinxiang branch are mainly to meet the needs of Sihong company and Xinxiang Beijing Originwater Technology Co.Ltd(300070) financing replacement.
The guaranteed Sihong company and Xinxiang Beijing Originwater Technology Co.Ltd(300070) have strong solvency and controllable financial risk. The above guarantee is in line with the overall interests of the company. Among them: (1) Sihong company is an indirect holding subsidiary of the company, and the company provides 80% joint and several liability guarantee for the comprehensive credit business according to the indirect shareholding ratio of the company. As other shareholders of Sihong company 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, Sihong company provides counter guarantee for the guarantee with the assets of the project company. 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 of the previous loan. Sihong company will apply for cancellation of the previous guarantee after receiving this loan, which is also conducive to reducing relevant financing costs and guarantee risks. (2) 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. Xinxiang Bishui will apply for cancellation of the previous guarantee after receiving this loan, which is also conducive to reducing relevant financing costs and guarantee risks. Through comprehensive judgment, the above guarantee risks are controllable, fair and reasonable, and do not harm the interests of listed companies and shareholders.
6、 Independent opinions of independent directors
Sihong company is an indirect holding subsidiary of the company and Xinxiang Beijing Originwater Technology Co.Ltd(300070) is a holding subsidiary of the company. So far, there is no obvious indication that the company may bear the guarantee liability due to the debt 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 guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, and the Listing Rules of shares on the gem of Shenzhen Stock Exchange. As an independent director of the company, I agree that: (1) the company will provide 80% joint and several liability guarantee for the comprehensive credit business with an amount of no more than RMB 180 million applied by Sihong company to Industrial And Commercial Bank Of China Limited(601398) Sihong sub branch according to the indirect shareholding ratio of the company, with a guarantee amount of no more than RMB 144 million, a business term of 15 years, and a guarantee period of 3 years from the date of expiration of the guaranteed debt under the main contract. (2) 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 with an amount not exceeding RMB 117 million applied by Xinxiang Beijing Originwater Technology Co.Ltd(300070) to China Construction Bank Corporation(601939) Xinxiang branch, with a guarantee amount not exceeding RMB 93.6 million and a business term of 151 months. The guarantee period is 3 years from the date of expiration of the guaranteed debt under the main contract.
7、 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, such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM. The recommendation institution has no objection to the above matters.
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) verification opinions on Beijing Originwater Technology Co.Ltd(300070) providing guarantee for subordinate subsidiaries)
Sponsor representative
Yang Bo Ge Xin
Citic Securities Company Limited(600030) April 8, 2022
