Securities code: Western Metal Materials Co.Ltd(002149) securities abbreviation: Western Metal Materials Co.Ltd(002149) Announcement No.: 2022015 Western Metal Materials Co.Ltd(002149)
Announcement on guarantee for holding subsidiaries
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.
1、 Overview of guarantee
In order to ensure that the production and operation needs of the company and its holding subsidiaries and the due loans can be paid in time in 2022, after a comprehensive analysis of the production and operation plans and loan stock of each holding subsidiary, the 16th meeting of the seventh board of directors of the company deliberated and approved the proposal on providing guarantees for holding subsidiaries, and agreed to provide a comprehensive credit guarantee for bank loans of 2.1 billion yuan for holding subsidiaries in 2022, with the actual guarantee amount not exceeding 1.56 billion yuan, The time limit is from the date when the proposal is considered and approved by the 2021 annual general meeting of shareholders to the date when the 2022 annual general meeting of shareholders is held. Details are as follows:
Unit: 10000 yuan
Company name 2022 comprehensive
Guarantee line credit guarantee line
Western Titanium Industry Co., Ltd. 1 Ping An Bank Co.Ltd(000001) 20000
Xi’an Tianli metal composite material Co., Ltd. 5 Tcl Technology Group Corporation(000100) 00
Xi’an nobor rare and precious metal materials Co., Ltd. 2 Fawer Automotive Parts Limited Company(000030) 000
Xi’an felte metal filter material Co., Ltd. 1 Enjoyor Technology Co.Ltd(300020) 000
Xi’an ruifulai tungsten molybdenum Co., Ltd
Xi’an Zhuangxin New Material Technology Co., Ltd
Xi’an Xicai Sanchuan Intelligent Manufacturing Co., Ltd
Total 1560 Tecon Biology Co.Ltd(002100) 00
The subsidiary of Shenzhen Stock Exchange will review the relevant information disclosure obligations in a timely manner in accordance with the provisions of Shenzhen Stock Exchange. The above guarantee matters shall come into force after being deliberated and approved by the company’s 2021 annual general meeting of shareholders.
2、 Basic information of the guaranteed
(I) Western Titanium Industry Co., Ltd
Registered address: No. 15, west section of Xijin Road, Jingwei Industrial Park, Xi’an Economic and Technological Development Zone
Registered capital: RMB 250 million
Legal representative: Yang Jianchao
Shareholding ratio of the company: 88.3%
Business scope: production, processing, sales and technical services of titanium and titanium alloy materials, stainless steel, non-ferrous metals and their alloy materials; Import and export of goods and technology.
As of December 31, 2021, West Titanium Industry Co., Ltd. has total assets of 259572673153 yuan, total liabilities of 233423397022 yuan and net assets of 26149276131 yuan; In 2021, the operating income was 131508091963 yuan and the net profit was 10329081666 yuan.
(II) Xi’an Tianli metal composite material Co., Ltd
Registered address: No. 15, west section of Xijin Road, Jingwei Industrial Park, Xi’an Economic and Technological Development Zone
Registered capital: 94 million yuan
Legal representative: Gu Liang
Shareholding ratio of the company: 51.31%
Production and sales of metal processing and composite materials; Design, technical consultation and manufacturing of non-standard equipment; Import and export of goods and technology.
As of December 31, 2021, Xi’an Tianli metal composite Co., Ltd. has total assets of 65860844601 yuan, total liabilities of 38120950839 yuan and net assets of 27724852251 yuan; In 2021, the operating income is 50520373571 yuan and the net profit is 4254090428 yuan.
(III) Xi’an nobor rare and precious metal materials Co., Ltd
Registered address: No. 18, middle section of Jinggao North Road, Jingwei new town, Xi’an Economic and Technological Development Zone
Registered capital: 76 million yuan
Legal representative: Zheng Xuejun
Shareholding ratio of the company: 60%
Business scope: R & D, production and sales of metal materials, rare metal materials, precious metal materials and their alloys, and processing with supplied materials; Import and export of goods and technology.
As of December 31, 2021, Xi’an nobor rare and precious metal materials Co., Ltd. has total assets of 56054151445 yuan, total liabilities of 32494339352 yuan and net assets of 23559812093 yuan; In 2021, the operating income was 24680688441 yuan and the net profit was 3130668294 yuan.
(IV) Xi’an felte metal filter material Co., Ltd
Registered address: Shaanqi North Road, Jingwei Industrial Park, Xi’an Economic and Technological Development Zone
Registered capital: 53.45 million yuan
Legal representative: Yang Yan’an
Shareholding ratio of the company: 51.21%
Business scope: development, production and sales of metal fiber, fiber felt, multi-layer mesh, filter, filter material, petroleum machinery and spare parts; Import and export of goods and technology.
As of December 31, 2021, Xi’an felte metal filter material Co., Ltd. has total assets of 43644803370 yuan, total liabilities of 28068160404 yuan and net assets of 15576642966 yuan; In 2021, the operating income was 10901583820 yuan and the net profit was 1829234560 yuan.
(V) Xi’an ruifulai tungsten molybdenum Co., Ltd
Registered address: No. 16, middle section of Jinggao North Road, Jingwei Industrial Park, economic and Technological Development Zone, Xi’an
Registered capital: 50 million yuan
Legal representative: Zheng Xuejun
Shareholding ratio of the company: 56%
Business scope: development, production and sales of metal materials, tungsten and tungsten alloy materials, sectors, strips, foils, wires, rods, tubes of molybdenum and molybdenum alloy materials and their processed products; Development, manufacturing and sales of sintering furnaces, new products of vacuum instruments, resistance furnaces, complete sets of equipment and non-standard electromechanical equipment required for the preparation of photoelectric industry, new ceramic lamps and new materials (only for branch manufacturing); Processing with supplied materials; Export business of self-produced products.
As of December 31, 2021, Xi’an ruifulai tungsten molybdenum Co., Ltd. has total assets of 19227275868 yuan, total liabilities of 20588005487 yuan and net assets of -1360729619 yuan; In 2021, the operating income will be 8223729760 yuan and the net profit will be -693535557 yuan.
(VI) Xi’an Zhuangxin New Material Technology Co., Ltd
Registered address: Shaanqi North Road, Jingwei Industrial Park, Xi’an Economic and Technological Development Zone
Registered capital: 50 million yuan
Legal representative: Liu Yong
Shareholding ratio of the company: 50.7%
Business scope: Sales of metal materials and products, chemical products and raw materials (excluding hazardous chemicals); Internet information services; Development, transfer and service of new materials and technologies; Sales of communication equipment (excluding wireless); New material information consultation; Import and export of goods and technology.
As of December 31, 2021, Xi’an Zhuangxin New Material Technology Co., Ltd. has total assets of 33956603471 yuan, total liabilities of 30389233923 yuan and net assets of 3567369548 yuan; In 2021, the operating income was 16797260011 yuan and the net profit was -2264463856 yuan.
(VII) Xi’an Xicai Sanchuan Intelligent Manufacturing Co., Ltd
Registered address: No. 15, west section of Xijin Road, Jingwei Industrial Park, Xi’an Economic and Technological Development Zone
Registered capital: 30 million yuan
Legal representative: Yang Yan’an
Shareholding ratio of the company: 30%
Business scope: Sales of metal materials and products, chemical products and raw materials (excluding hazardous chemicals); Internet information services; Development, transfer and service of new materials and technologies; Sales of communication equipment (excluding wireless); New material information consultation; Import and export of goods and technology.
As of December 31, 2021, Xi’an West material Sanchuan Intelligent Manufacturing Co., Ltd. has total assets of 3596204174 yuan, total liabilities of 410763170 yuan and net assets of 3185441004 yuan; In 2021, the operating income was 1335365096 yuan and the net profit was 322315793 yuan.
3、 Signing of security agreement
The company will authorize the chairman of the company to sign (or sign one by one) specific guarantee agreement with the bank according to the actual capital needs of each company, and the company will make information disclosure according to relevant regulations.
4、 Opinions of the board of directors
1. The board of directors of the company believes that in order to meet the business development needs of each holding subsidiary, the company provides guarantee support for it, which is conducive to its sound development. The guaranteed party has stable financial status, good credit status, controllable financial risks and solvency. At the same time, the company has full control over the holding subsidiary, the company has less guarantee risk and will not affect the interests of the company and all shareholders, In line with the overall interests of the company.
2. The independent directors expressed their independent opinions and agreed that the company would provide guarantee for the holding subsidiary.
5、 Accumulated external guarantees and overdue guarantees
As of December 31, 2021, the company has guaranteed 475.81 million yuan, accounting for 18.10% of the latest audited net assets, All are guarantees provided by the company for its holding subsidiaries (including 150 million yuan guarantee for Western Titanium Industry Co., Ltd., 36.78 million yuan guarantee for Xi’an Tianli metal composite material Co., Ltd., 124.9 million yuan guarantee for Xi’an nobor rare and precious metal material Co., Ltd., 99.88 million yuan guarantee for Xi’an felte metal filter material Co., Ltd., 54.25 million yuan guarantee for Xi’an younette Container Manufacturing Co., Ltd. and 56.9 million yuan guarantee for Xi’an Zhuang) Xinxin New Material Technology Co., Ltd. provided a guarantee of 10 million yuan).
After the guarantee was approved by the general meeting of shareholders, the company provided comprehensive credit guarantee for bank loans with a maximum amount of 2.1 billion yuan for its holding subsidiaries in 2022, but the actual guarantee amount was controlled at 1.56 billion yuan.
6、 Documents for future reference
1. Resolutions of the 16th meeting of the 7th board of directors of the company;
2. Resolutions of the 12th meeting of the 7th board of supervisors of the company;
3. Opinions of independent directors.
It is hereby announced.
Western Metal Materials Co.Ltd(002149)
Board of directors
April 14, 2022
