Zhongtian Guofu Securities Co., Ltd
About Tangrenshen Group Co.Ltd(002567)
Verification opinions on external guarantee provided by subsidiaries
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “Zhongtian Guofu securities” or “sponsor”) as a sponsor of Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as ” Tangrenshen Group Co.Ltd(002567) ” or “company”) for continuous supervision of non-public offering of shares, in accordance with the measures for the administration of securities Issuance and listing sponsor business, the stock listing rules of Shenzhen Stock Exchange (revised in 2022) In accordance with the relevant provisions of the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 5 – management of information disclosure affairs, and the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the Tangrenshen Group Co.Ltd(002567) subsidiaries have carefully verified the guarantee provided by Tangrenshen Group Co.Ltd(002567) subsidiaries, and the verification opinions are as follows:
1、 Overview of guarantee
1. The company’s subsidiary Shandong Hemei Group Co., Ltd. (hereinafter referred to as “Shandong Hemei”) plans to provide joint and several liability guarantee for Shandong Hemei and its subsidiaries at all levels (pig, poultry, aquatic products, etc.), dealers and raw material suppliers (hereinafter referred to as “guarantee objects”) to banks and other financial institutions. The maximum total guarantee amount will not exceed 100 million yuan in 2022 and 2023 respectively, The maximum guarantee limit is valid from the date of approval by the general meeting of shareholders to December 31, 2023. Within the above limit, Shandong Hemei can carry out rolling operation within the maximum guarantee limit.
2. The above guarantees are not related party transactions, and the matter needs to be approved by the general meeting of shareholders.
2、 Basic information of the guarantor Shandong Hemei Group Co., Ltd
1. Company name: Shandong Hemei Group Co., Ltd
2. Type: limited liability company
3. Unified social credit Code: 91371 Yinchuan Xinhua Commercial (Group) Co.Ltd(600785) 0362488r
4. Legal representative: Liu Yilin
6. Date of establishment: January 20, 2006
7. Address: Hemei Industrial Park, No. 8 Daji Road, Huimin County, Binzhou City, Shandong Province
8. Business scope: meat duck breeding; Compound feed (livestock and poultry, aquatic products, young livestock and poultry, breeding livestock and poultry); Production and sales of concentrated feed (livestock and poultry, aquatic products, young livestock and poultry, breeding livestock and poultry); Vitamin premixed feed (livestock, poultry, aquatic products, ruminants); Trace element premixed feed (livestock, poultry, aquatic products, ruminants); Production and sales of compound premixed feed (livestock, poultry, aquatic products and ruminants); Grain purchase; Operating with branches: feed processing and sales; Production and sales of disinfectants (solid) / insecticides (solid), non chlorine disinfectants (liquid) / insecticides (liquid), powders / premixes / powders, granules, tablets and oral solutions; Processing and sales of aquatic products and poultry products (the term of validity shall be subject to the license); Research and development of biological feed, sales of feed and feed raw materials (excluding grain); Import and export business within the scope of filing (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
9. Key financial data
Unit: Yuan
December 31, 2020 December 31, 2021
(audited) (Unaudited)
Total assets 116668462261137047462368
Total liabilities 6576758123884264182084
Net assets 5090088102352783280284
Project: January December 2020 January December 2021
(audited) (Unaudited)
Operating income 714231248126744367552150
Net profit 72648812854882399261
3、 Business model and risk control measures
1. The guarantee objects are only farmers (pigs, poultry, aquatic products, etc.), dealers and raw material suppliers of Shandong Hemei and its subsidiaries at all levels.
2. After obtaining the loan, the guarantee object shall deposit it into the special account of the designated bank, which can only be used to purchase relevant products of the company and repay the principal and interest of the loan.
3. The guarantee object provides counter guarantee to Shandong Hemei: the guarantee object provides counter guarantee to Shandong Hemei with its family housing, pig farm, poultry house and other breeding facilities, land use right, livestock, poultry or aquatic products, production equipment and other properties.
4. Control the proportion of loan amount: the total loan amount of farmers related to the company’s business shall not exceed 30% of their required working capital, and shall not exceed 50% of the fixed assets such as pig farms and barns used by farmers for mortgage; The total amount of dealer loans related to the company’s business shall not exceed 30% of its required working capital, and shall not exceed 70% of the fixed assets such as commercial houses used by dealers for mortgage.
3、 Decision making procedures for performance
(I) deliberations of the board of directors
On April 8, 2022, the company held the 49th meeting of the 8th board of directors, deliberated and adopted the proposal on external guarantee provided by subsidiaries.
This time, Shandong Hemei provided guarantee for bank financing for the guarantee object, which is conducive to further stimulating the sales of feed and other products of the company and expanding the industrial scale of the company. The guarantee object provides counter guarantee to Shandong Hemei with its family housing, pig farm, poultry house and other breeding facilities, land use right, livestock, poultry or aquatic products, production equipment and other properties. The risk is controllable and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. (II) opinions of independent directors
The independent directors believe that the guarantee provided by Shandong Hemei Group Co., Ltd. for farmers (pigs, birds, aquatic products, etc.), dealers and raw material suppliers can effectively solve their direct capital needs. After obtaining the guarantee loan, the guarantee object will be closed and used only for purchasing the company’s feed and repaying the loan principal and interest, which is conducive to consolidating and implementing the company’s industrial chain layout and promoting the coordinated development of the company’s feed and other industries, In line with the company’s development strategy; The company’s decision-making complies with the provisions of relevant laws, regulations and the articles of association, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. Based on the above opinions, we agree to the proposal on external guarantee provided by subsidiaries.
4、 Verification opinions of the recommendation institution
After verification, the sponsor believes that Shandong Hemei provides guarantee for bank financing for the guarantee object, consolidates and implements the layout of the company’s industrial chain, and promotes the coordinated development of the company’s feed and other industries, which is in line with the company’s development strategy. The guarantee object provides counter guarantee to Shandong Hemei with its family housing, pig farm, poultry house and other breeding facilities, land use right, livestock, poultry or aquatic products, production equipment and other properties. The risk is controllable and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. The board of directors has approved the matter, the independent directors have expressed their consent, and the matter needs to be approved by the general meeting of shareholders.
In conclusion, the sponsor has no objection to the guarantee provided by Tangrenshen Group Co.Ltd(002567) subsidiary.
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(there is no text on this page, which is the signature and seal page of Zhongtian Guofu Securities Co., Ltd. on Tangrenshen Group Co.Ltd(002567) the verification opinions on the external guarantee provided by subsidiaries)
Signature of sponsor representative:
ZhangJin Xiangjun
Zhongtian Guofu Securities Co., Ltd. April 8, 2022
