Anxin Securities Co., Ltd
About Hunan Yussen Energy Technology Co.Ltd(002986)
The company is a subsidiary and between subsidiaries
Verification opinions on bank credit or loan business guarantee
Anxin Securities Co., Ltd. (hereinafter referred to as "Anxin securities") as the sponsor of the initial public offering and listing of Hunan Yussen Energy Technology Co.Ltd(002986) (hereinafter referred to as " Hunan Yussen Energy Technology Co.Ltd(002986) " or "the company"), in accordance with the measures for the administration of securities issuance and listing sponsorship business, the stock listing rules of Shenzhen Stock Exchange The guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant provisions have carefully and prudently verified the matters of Hunan Yussen Energy Technology Co.Ltd(002986) adjusting the guarantee amount between the company and its subsidiaries. The specific circumstances are as follows:
1、 Overview of guarantee
(I) guarantee content
Hunan Yussen Energy Technology Co.Ltd(002986) respectively held the 17th meeting of the second board of directors and the 2020 annual general meeting of shareholders on April 22, 2021 and May 18, 2021, and deliberated and adopted the proposal on providing bank credit guarantee for subsidiaries. Subsidiaries of the company (wholly-owned subsidiaries and holding subsidiaries) plan to apply to the bank for comprehensive credit or loan business according to the capital needs of 2021 and future production and operation plans and investment and development plans; In order to meet the needs of business development, the company plans to provide guarantee for its subsidiaries to apply for comprehensive credit or loan business from banks, with a guarantee limit of no more than RMB 2.5 billion. The guarantee method is the joint and several liability guarantee of the company, including but not limited to guarantee guarantee, mortgage and pledge guarantee of real estate, etc. The validity period of the guarantee limit is from the date of deliberation and approval of the 2020 annual general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders. Authorize the management of the company to adjust the guarantee amount of each wholly-owned subsidiary according to the actual demand within the above total guarantee amount. For details, please refer to cninfo.com.cn published by the company on April 24, 2021 and May 19, 2021 respectively Announcement on providing bank credit guarantee for subsidiaries (Announcement No.: 2021017) and announcement on resolutions of 2020 annual general meeting of shareholders (Announcement No.: 2021028).
Now, in order to meet the capital needs of the company's large-scale project construction promotion and daily operation and management, it is necessary to add a new company as the estimated guarantee amount between subsidiaries and subsidiaries.
(II) estimated guarantee amount
After adjustment, the company's guarantee line for bank credit or loan business for subsidiaries and between subsidiaries shall not exceed RMB 5 billion, and the new guarantee line is RMB 2.5 billion, as follows:
The guarantee amount of the guarantor and the guaranteed party after the adjustment of the new guarantee amount of the guarantee amount (10000 yuan) (10000 yuan) (10000 yuan)
Huizhou Yuxin Chemical Co., Ltd. 5 Shenzhen Ecobeauty Co.Ltd(000010) 000 60000
Huizhou Yuxin New Material Co., Ltd. 1 China Vanke Co.Ltd(000002) 0000 120000 Huizhou Boke environmental protection new material Co., Ltd. 1 Ping An Bank Co.Ltd(000001) 00000
Other subsidiaries (expected to be newly established) 20000
Subsidiary Huizhou Yuxin New Material Co., Ltd. 100000 Huizhou Boke environmental protection new material Co., Ltd. 100000
Total 25 Shenzhen Tellus Holding Co.Ltd(000025) Tianma Microelectronics Co.Ltd(000050) 0000
The above guaranteed objects are all wholly-owned subsidiaries and holding subsidiaries of the company. The company is a subsidiary and guarantees between subsidiaries, which can meet the capital needs of the rapid development of its business and meet the requirements of the company's development strategic planning. The above guarantee provided by the company is the maximum guarantee, and the relevant guarantee risks are within the control of the company, which will not have a significant impact on the normal operation of the company, will not have an adverse impact on the operation of the company, and is conducive to promoting the rapid development of the company. There is no violation of the relevant provisions of the CSRC and the articles of association.
(III) guarantee method
The company guarantees the bank credit or loan business of subsidiaries and between subsidiaries, which is joint and several liability guarantee, including but not limited to guarantee guarantee, mortgage and pledge guarantee of real estate, etc.
(IV) guarantee period
The validity period of the guarantee limit is from the date of approval of the general meeting of shareholders to the date of holding the annual general meeting of shareholders in 2022.
2、 Basic information of the guaranteed
1. Huizhou Xinyu Chemical Co., Ltd
Registered address: No. 2, zhongdianchang Road, Xiayong Petrochemical Avenue, Daya Bay, Huizhou
Registered capital: 50 million yuan
Legal representative: Tan liangmou
Relationship with listed companies: wholly owned subsidiaries
Business scope: R & D, production and sales: methyl tert butyl ether, SEC butyl acetate, propane, sulfuric acid, n-butane, methanol, C4 mixture, liquefied gas, propylene, isooctane, heavy fraction (pentane foaming agent), 2-propanol and methyl acetate: import and export of goods; Technology import and export; The company's technology transfer and consulting business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
Main financial data of the last year:
As of December 31, 2021, the total assets were 7855204 million yuan, the total net assets were 5798333 million yuan, and the asset liability ratio was 26.18%. In 2021, the operating income was 3042116400 yuan and the net profit was 150446700 yuan. The above financial data were audited.
2. Huizhou Yuxin New Material Co., Ltd
Registered address: No. 2, zhongdianchang Road, Xiayong Petrochemical Avenue, Daya Bay, Huizhou (office building 1)
Registered capital: 500 million yuan
Legal representative: Shen Wu
Relationship with listed companies: holding subsidiaries
Business scope: R & D and sales: new materials and related products; Import and export of goods and technology; Transfer and consultation of new materials and technologies.
(the project can only be carried out with the approval of relevant departments according to law.) Main financial data of the last year:
As of December 31, 2021, the total assets are 1429460500 yuan, the total net assets are 240191400 yuan, and the asset liability ratio is 83.20%. In 2021, the operating income was 865863 million yuan and the net profit was -140126 million yuan. The above financial data were audited.
3. Huizhou Boke environmental protection new material Co., Ltd
Registered address: No. 88, Dongliu lane, Dazhe new village, Baihua Juwei, Baihua Town, Huidong County, Huizhou City, Guangdong Province
Registered capital: 200 million yuan
Legal representative: Hu Xianjun
Relationship with listed companies: holding subsidiaries
Business scope: manufacturing of synthetic materials (excluding hazardous chemicals), manufacturing of basic chemical raw materials (excluding manufacturing of licensed chemicals such as hazardous chemicals), production and sales of chemical products (excluding licensed chemical products) (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
Main financial data of the last year:
As of December 31, 2021, the total assets were 2588275 million yuan and the total net assets were 1711423 million yuan
Million yuan, with an asset liability ratio of 33.88%. In 2021, the operating income was 0 million yuan and the net profit was -5.9906 million yuan. The above financial data were audited.
3、 Decision making procedures for this guarantee
The guarantee has been deliberated at the third meeting of the third board of directors held by the company on April 7, 2022, and the independent directors have approved the matter in advance and expressed explicit consent.
This guarantee is subject to the approval of the general meeting of shareholders of the company.
4、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company is a subsidiary, and the bank credit or loan business guarantee between subsidiaries has been deliberated and approved at the third meeting of the third board of directors of the company. The affiliated directors Hu Xiannian, Hu Xianjun and Zhan Ming avoided voting, and the independent directors of the company approved the matter in advance and expressed their explicit consent. In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and Hunan Yussen Energy Technology Co.Ltd(002986) the articles of association, this matter can only be implemented after being approved by the general meeting of shareholders. The company is a subsidiary, and the bank credit or loan business guarantee between subsidiaries is based on the actual needs of the business operation and project construction of each subsidiary, without damaging the interests of the company and all shareholders.
Therefore, the sponsor has no objection to the guarantee of bank credit or loan business between the company and its subsidiaries.
(there is no text on this page, which is the seal page of the verification opinions of Anxin Securities Co., Ltd. on Hunan Yussen Energy Technology Co.Ltd(002986) providing bank credit guarantee for subsidiaries)
Sponsor representative:
Wang Zhichao, Zhai Pingping
Anxin Securities Co., Ltd
