Securities code: Beijing Originwater Technology Co.Ltd(300070) securities abbreviation: Beijing Originwater Technology Co.Ltd(300070) Announcement No.: 2022045 Beijing Originwater Technology Co.Ltd(300070)
Announcement on providing guarantee for Sihong Jiuan water affairs 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 Sihong Jiu'An water affairs Co., Ltd. with 9 affirmative votes, 0 negative votes and 0 abstention votes.
The guaranteed Sihong Jiu'An water Co., Ltd. (hereinafter referred to as "Sihong company") is a holding subsidiary of Beijing Jiu'An Construction Investment Group Co., Ltd. (hereinafter referred to as "Jiu'An construction"), a wholly-owned subsidiary of the company. The company holds 100% equity of Jiu'An construction, and Jiu'An construction holds 80% equity of Sihong company.
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.
According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other provisions, 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 Sihong company has exceeded 70%, this proposal needs to be submitted to the general meeting of shareholders of the company for review.
2、 Basic information of the guaranteed
Company name: Sihong Jiuan water affairs Co., Ltd
Legal representative: Chen Chunsheng
Registered capital: 52 million yuan
Date of establishment: June 20, 2016
Company type: limited liability company
Registered address: No. 9, hehe Road, Sihong
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 approval by relevant departments)
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.
Relationship with the company: Sihong company is an indirect holding subsidiary of the company.
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.
After verification, Sihong company does not belong to the dishonest executee.
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.
4、 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 is mainly to meet the financing replacement needs of Sihong company. The guaranteed Sihong company has strong solvency and controllable financial risk. The above guarantee is in line with the overall interests of the company. Sihong company is an indirect holding subsidiary of the company. 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 in the previous period. After this guarantee and lending, Sihong company will apply to cancel 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
Sihong company is an indirect 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange and the standardized operation of GEM listed companies.
As an independent director of the company, the company agrees to provide 80% joint and several liability guarantee for the comprehensive credit business with an amount not exceeding 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 not exceeding 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.
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
