Stock Code: Huafa Industrial Co.Ltd.Zhuhai(600325) stock abbreviation: Huafa Industrial Co.Ltd.Zhuhai(600325) Announcement No.: 2022021 Huafa Industrial Co.Ltd.Zhuhai(600325)
Announcement on providing counter guarantee and related party transactions for controlling shareholders
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
Important content tips:
● name of the guaranteed: Zhuhai HUAFA Group Co., Ltd. (hereinafter referred to as “HUAFA group”).
● the amount of this guarantee and the total amount guaranteed for it: the principal of the main creditor’s right to provide counter guarantee for HUAFA group this time shall not exceed 30 billion yuan. As of March 31, 2022, the accumulated counter guarantee balance provided by the company for HUAFA group was 10.875 billion yuan (up to now, the company has not provided guarantee for HUAFA group alone, but provided counter guarantee for HUAFA group’s guarantee for the company).
● this guarantee is a counter guarantee for the guarantee provided by the controlling shareholder.
● as of March 31, 2022, the total external guarantee of the company and its subsidiaries was 98.745 billion yuan. ● up to now, the company has no overdue external guarantee.
● this guarantee has been deliberated and approved at the 14th meeting of the 10th board of directors and needs to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Overview of guarantee
In order to further support the company’s business development, optimize the company’s financing conditions and broaden the company’s financing channels, the controlling shareholder Zhuhai HUAFA Group Co., Ltd. (hereinafter referred to as “HUAFA group”) plans to provide joint and several liability guarantee for various financing businesses of the company and its subsidiaries within the scope of consolidated statements, with a total guarantee amount of no more than 30 billion yuan (including this amount, the same below), which can be recycled. Within the above guarantee limit, when the specific financing business and guarantee occur, the company will pay the guarantee fee to HUAFA group at a rate not exceeding 0.3% of the financing amount / year. The company will provide corresponding counter guarantee for HUAFA group within the above limit according to the specific conditions of various financing businesses.
At the 14th meeting of the 10th board of directors held on April 8, 2022, the company deliberated and adopted the proposal on HUAFA group providing guarantee for corporate financing and the company providing counter guarantee and related party transactions to it (voting result: 8 affirmative votes, 0 negative votes and 0 abstention. Among them, the affiliated directors Li Guangning, Guo Lingyong, Xie Wei, Guo Jin, Xu Jili and Zhang Yan abstained from voting, and the independent directors issued a prior approval opinion on the matter), and authorized the company’s management team to handle the above guarantee, counter guarantee and other related matters according to the actual situation of financing business. The validity period of the above guarantee, counter guarantee and related authorization matters is from the date of deliberation and approval of the company’s general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders.
This transaction involves providing guarantees for related parties and needs to be submitted to the general meeting of shareholders of the company for deliberation. This transaction does not constitute a major asset restructuring.
2、 Basic information of the guaranteed
(I) brief introduction of the guaranteed
1. Company name: Zhuhai HUAFA Group Co., Ltd
2. Unified social credit Code: 91440400190363258n
3. Legal representative: Li Guangning
4. Date of establishment: May 14, 1986
5. Registered capital: RMB 1119789700
6. Address: No. 9, Lianan Road, Gongbei, Zhuhai
7. Business scope: real estate development and operation (operated with qualification certificate), house rental, export of light industrial products, black metals and other commodities, import of light industrial products, instruments and meters and other commodities (specifically operated according to Yue Jing Ji Jin Zi [1993] No. 254 document), bonded warehousing business (according to the items approved by the customs), entrepot trade (operated according to Yue Jing Ji Jin Zi [1993] No. 256 document); Wholesale and retail of building materials, hardware, arts and crafts, clothing and textiles; Project investment and investment management.
8. Main financial data of the latest year and period:
As of December 31, 2020, HUAFA group (audited) had total assets of 487783042200 yuan and total liabilities of 353509810100 yuan, including long-term borrowings of 84076318400 yuan, current liabilities of 213981830200 yuan and net assets of 134273232100 yuan; In 2020, the operating income was 109190244400 yuan and the net profit was 5549649700 yuan.
As of September 30, 2021, HUAFA group (Unaudited) had total assets of 561078147200 yuan and total liabilities of 41637737900 yuan, including long-term loans of 98730724100 yuan, current liabilities of 244807755100 yuan and net assets of 144700768200 yuan; From January to September 2021, the operating income was 93175856200 yuan and the net profit was 3965325100 yuan.
(II) relationship
Zhuhai HUAFA Group Co., Ltd. is the controlling shareholder of the company.
3、 Purpose and influence of related party transactions
The guarantee provided by the controlling shareholders for the company is conducive to further optimize the company’s financing conditions, broaden financing channels, reflect the controlling shareholders’ support for the company’s business development, and further enhance the company’s ability of sustainable operation and stable development. This counter guarantee is the counter guarantee provided by the controlling shareholder for the guarantee of the company. The guaranteed has good business conditions, strong solvency, low guarantee risk and will not have an adverse impact on the production and operation of the company.
4、 Opinions of independent directors
According to the relevant provisions of the CSRC, the independent directors of the company, Zhang Xuebing, Wang Yuetang, Ding Huang, Gao Zicheng and Xie Gang, gave their prior approval opinions, and their independent opinions on the above related party transactions are as follows: this related party transaction helps to further optimize the company’s financing conditions, broaden the company’s financing channels, and reflects the controlling shareholders’ support for the business development of the listed company. The matter is open, fair and fair, the pricing is fair, there is no behavior damaging the interests of the company and minority shareholders, and it is in line with the provisions of the company law, the stock listing rules, the articles of association and other relevant laws, regulations and company systems. During the voting process of related party transactions, the related directors avoided voting, and the decision-making procedures met the requirements of relevant laws and regulations and the provisions of the articles of association and the management system of related party transactions of the company.
5、 Accumulated amount of external guarantee and overdue guarantee
As of March 31, 2022, the total amount of external guarantees provided by the company and its subsidiaries was 98.745 billion yuan, accounting for 47.4% of the company’s audited net assets in 2021, of which the total amount of guarantees provided to subsidiaries was 88.310 billion yuan. Up to now, the company has no overdue external guarantee.
6、 Documents for future reference
1. Resolutions of the 14th meeting of the 10th board of directors;
2. Prior approval opinions and independent opinions of independent directors on matters related to the 14th meeting of the 10th board of directors.
It is hereby announced.
Huafa Industrial Co.Ltd.Zhuhai(600325)
Board of directors
April 9, 2002
