Securities code: China Hainan Rubber Industry Group Co.Ltd(601118) securities abbreviation: China Hainan Rubber Industry Group Co.Ltd(601118) Announcement No.: 2022023 China Hainan Rubber Industry Group Co.Ltd(601118)
Announcement on providing guarantee for subsidiaries in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
● name of the guaranteed: Shanghai Longxiang International Trade Co., Ltd. (hereinafter referred to as “Longxiang company”), Qingdao Longjiao International Trade Co., Ltd. (hereinafter referred to as “Qingdao Longjiao company”), China rubber resources (Hainan) Co., Ltd. (hereinafter referred to as “China rubber resources”), Hainan natural rubber industry group golden Rubber Co., Ltd. (hereinafter referred to as “golden rubber company”) Yunnan Haijiao Rubber Industry Co., Ltd. (hereinafter referred to as “Yunnan Haijiao”), R1 International (Thailand) Ltd. (hereinafter referred to as “R1 Thailand”), R1 International (America), Inc. (hereinafter referred to as “R1 America”).
● amount of this guarantee: the company plans to provide financing guarantee with a total amount of no more than RMB 1450 million for wholly-owned subsidiaries; R1 International PTE. Ltd. (hereinafter referred to as “R1 company”), the holding subsidiary of the company, intends to provide a financing guarantee of no more than US $42.2 million for its wholly-owned subsidiary.
● whether there is counter guarantee in this guarantee: none.
● as of the announcement date, the company has no guarantee.
1、 Overview of guarantee
(I) basic information
According to the needs of business development, the company plans to provide a guarantee with a total amount of no more than RMB 1450 million for the financing of five wholly-owned subsidiaries in 2022. R1 company, the holding subsidiary of the company, plans to provide guarantee of no more than US $42.2 million for the financing of its wholly-owned subsidiaries R1 Thailand and R1 America. The details are as follows:
1. Guarantee amount provided by the company for its wholly-owned subsidiaries
Unit: RMB 10000
Serial no. Name of the guaranteed party and company relationship guarantee limit
1. A wholly-owned subsidiary of Shanghai Longxiang International Trade Co., Ltd. 45000
2 Qingdao Longjiao International Trade Co., Ltd. wholly owned subsidiary 40000
3. Wholly owned subsidiary of China rubber resources (Hainan) Co., Ltd. 10000
4. A wholly-owned subsidiary of Hainan natural rubber industry group golden Rubber Co., Ltd. 40000
5. Wholly owned subsidiary of Yunnan Haijiao Rubber Industry Co., Ltd. 10000
Total 145000
2. Guarantee provided by R1 company for its wholly-owned subsidiary
Unit: USD 10000
Serial no. Name of the guaranteed party and guarantee amount of R1 company
1 R1 International (Thailand) Ltd. wholly owned subsidiary 220
2 R1 International (America), Inc. wholly owned subsidiary 4000
Total 4220
(II) internal decision-making procedures performed by the company
The company held the 8th meeting of the 6th board of directors on April 7, 2022, deliberated and adopted the proposal of Hainan rubber on providing financing guarantee for its subsidiaries in 2022.
According to the regulations, the asset liability ratio of five companies, including Longxiang company, Qingdao Longjiao company, China rubber resources, R1 Thailand and R1 America, has exceeded 70%. The guarantee matters of the above five companies need to be submitted to the 2021 annual general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
(I) Shanghai Longxiang International Trade Co., Ltd
Company name: Shanghai Longxiang International Trade Co., Ltd
Registered address: Block H, 29th floor, No. 838, Zhangyang Road, Pudong New Area, Shanghai
Registered capital: 200 million yuan
Legal representative: Chen Zujing
Business scope: engaged in the import and export business of goods and technology, sales of rubber and rubber products, auto parts, commercial vehicles and passenger vehicles with more than nine seats, chemical raw materials (except hazardous chemicals, MCCs, fireworks and firecrackers, civil explosives and precursor chemicals), non-ferrous metals, building materials and petroleum products (except refined oil).
As of December 31, 2021, the audited total assets of Longxiang company were 1168409400 yuan, and the total liabilities were 1146192400 yuan, of which the total current liabilities were 1145010700 yuan and bank loans
It is 359224 million yuan, the net assets is 22.217 million yuan, and the asset liability ratio is 98.10%; In 2021, the operating income was 3906435800 yuan and the net profit was 638474 million yuan.
The company holds 100% of its equity.
(II) Qingdao Longjiao International Trade Co., Ltd. Company Name: Qingdao Longjiao International Trade Co., Ltd. registered address: room 209001, second floor, office building, No. 43 Beijing Road, bonded port area, Qingdao, Shandong (a) registered capital: 20 million yuan
Legal representative: Li Xing
Business scope: trade in rubber and rubber products; International trade, entrepot trade, trade between enterprises in the zone and processing and sorting under trade, self-supporting and acting as an agent for the import and export of various commodities and technologies (except those prohibited and controlled by the state).
As of December 31, 2021, Qingdao Longjiao had total assets of 401773700 yuan and total liabilities of 365136800 yuan, including total current liabilities of 364398100 yuan, bank loans of 35922400 yuan, net assets of 36636900 yuan and asset liability ratio of 90.88%; In 2021, the operating revenue was 1828 Novoray Corporation(688300) yuan and the net profit was 25398700 yuan.
The company holds 100% equity of Shanghai Longxiang International Trade Co., Ltd. and Shanghai Longxiang International Trade Co., Ltd. holds 100% equity of Qingdao Longjiao.
(III) China rubber resources (Hainan) Co., Ltd. Company Name: China rubber resources (Hainan) Co., Ltd
Registered address: room a116-1, 4th floor, joint inspection building, Haikou comprehensive free trade zone, No. 69, South 1st ring road, Laocheng Economic Development Zone, Chengmai County, Hainan Province
Registered capital: 30 million yuan
Legal representative: Chen Zujing
Business scope: natural rubber acquisition, processing, sales, import and export trade, warehousing (excluding dangerous chemicals), general cargo transportation services.
As of December 31, 2021, the audited total assets of China rubber resources are 1419873 million yuan, and the total liabilities are 1156742 million yuan, of which the total current liabilities are 1156742 million yuan, bank loans are 20 million yuan, net assets are 263132 million yuan, and the asset liability ratio is 81.47%; In 2021, the operating revenue was 304362 million yuan and the net profit was 1.0383 million yuan.
The company holds 51% of its equity, and its wholly-owned subsidiaries Shanghai Longxiang and Jinxiang company and its holding subsidiary Logistics Group jointly hold 49% of its equity.
(IV) Hainan natural rubber industry group golden Rubber Co., Ltd. Company Name: Hainan natural rubber industry group golden Rubber Co., Ltd
Registered address: third floor, Fortune Building, No. 103 Binhai Avenue, Longhua District, Haikou City, Hainan Province
Registered capital: 200 million yuan
Legal representative: He Jun
Business scope: natural rubber production, planting, processing, acquisition, sales, warehousing, transportation, e-commerce services, software development, agricultural planting, land leasing, land development, animal husbandry, tourism project development, machine manufacturing, sales of chemical fertilizer, communication equipment and building materials, import and export trade, packaging industry, advertising design, production and release, labor dispatch and vehicle leasing. Manufacture of plastic wire, rope and knitted fabric, other plastic manufacturing products, packaging and decoration printing, packaging and paper products processing, light environmental protection packaging products, plastic foam and other packaging materials production and sales, road freight transport.
As of December 31, 2021, the audited total assets of Jinxiang company are 1426631600 yuan and the total liabilities are 806309400 yuan, including 773740800 yuan of current liabilities, 110 million yuan of bank loans, 620322200 yuan of net assets and 56.52% of asset liability ratio. In 2021, the operating income was 2383582300 yuan and the net profit was -15785100 yuan.
The company holds 100% of its equity.
(V) Yunnan Haijiao Rubber Industry Co., Ltd. (hereinafter referred to as “Yunnan Haijiao”)
Company name: Yunnan Haijiao Rubber Industry Co., Ltd
Registered address: No. 23, Civil Aviation Road, Jinghong City, Xishuangbanna Dai Autonomous Prefecture, Yunnan Province
Registered capital: 505 million yuan
Legal representative: Zhang Bin
Business scope: natural rubber planting, processing (limited to branch operations), sales and warehousing; E-commerce services, software development, fertilizer retail; Land development and leasing; Sales of building materials; Import and export of goods and technology; Packaging industry; Advertising design, production and release.
As of December 31, 2021, the audited total assets of Yunnan Haijiao were 7498055 million yuan and the total liabilities were 2671145 million yuan, including 2498323 million yuan of current liabilities, 0 million yuan of bank loans, 482691 million yuan of net assets and 35.62% of asset liability ratio; In 2021, the operating income was 1851867600 yuan and the net profit was – 112100 yuan.
The company holds 100% of its equity
(Ⅵ)R1 INTERNATIONAL (THAILAND) LIMITED
Registered address: 66-68-70 niphat uthit 1 road, Hatyai, Songkhla 90110
Registered capital: 312500 US dollars
Business scope: rubber trade
As of December 31, 2021, R1 Thailand has total assets of USD 1026800 and total liabilities of USD 764300, including total current liabilities of USD 751700, bank loans of USD 0, net assets of USD 262600 and asset liability ratio of 74.43%; In 2021, the company realized an operating revenue of 11.915 million US dollars and a net profit of 262700 US dollars.
The company and its wholly-owned subsidiary Haijiao group (Singapore) Development Co., Ltd. jointly hold 88.86% equity of R1 company, and R1 company holds 100% equity
(Ⅶ)R1 INTERNATIONAL (Americas) Inc
Registered address: 250 West Main Street, suite 101, Charlottesville, Virginia 229025079
Registered capital: USD 500000
Business scope: natural rubber trade
As of December 31, 2021, R1 us had total assets of USD 48.311 million and total liabilities of USD 451997 million, including total current liabilities of USD 260355 million, bank loans of USD 19 million, net assets of USD 3.1813 million and asset liability ratio of 93.04%; In 2021, the company realized an operating revenue of 920637 million US dollars and a net profit of 2.6057 million US dollars.
The company and its wholly-owned subsidiary Haijiao group (Singapore) Development Co., Ltd. jointly hold 88.86% equity of R1 company, and R1 company holds 100% equity
3、 Main contents of guarantee
Since the guarantee contract shall be signed together with the financing contract when the actual financing is carried out, the specific guarantee content and form shall be subject to the relevant contract signed. This guarantee shall be valid within 12 months from the date of approval by the board of directors or the general meeting of shareholders.
4、 Opinions of the board of directors
The company held the 8th meeting of the 6th board of directors on April 7, 2022, deliberated and approved the proposal of China Hainan Rubber Industry Group Co.Ltd(601118) on providing financing guarantee for subsidiaries in 2022, and agreed that the company would provide financing guarantee for the above five wholly-owned subsidiaries. On the premise that the total amount of guarantee provided by the company for wholly-owned subsidiaries has not exceeded, the actual amount of financing guarantee can be adjusted as appropriate among wholly-owned subsidiaries with an audited asset liability ratio of less than 70% in the latest period; It is agreed that R1 company, the holding subsidiary of the company, will provide financing guarantee of no more than US $42.2 million for its two wholly-owned subsidiaries. Confer
