Securities code: Zhejiang Guangsha Co.Ltd(600052) securities abbreviation: Dongwang times Announcement No.: lin2022028 Zhejiang Dongwang times Technology Co., Ltd
Announcement on external guarantee plan for 20222023
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:
The guarantor: a holding subsidiary of Zhejiang Dongwang times Technology Co., Ltd. (hereinafter referred to as "the company") with an asset liability ratio of less than 70%
Planned guarantee amount: from 2022 to 2023, the company plans to increase the guarantee between the holding subsidiary and the holding subsidiary by no more than 400 million yuan
As of the date of this announcement, the total amount of external guarantees of the company and its holding subsidiaries was 11577214 million yuan
Procedures to be performed: this guarantee needs to be submitted to the 2021 annual general meeting of shareholders for deliberation
1、 Overview of guarantee
(I) purpose of guarantee
During the transformation of the company, the holding subsidiaries may have the need to increase credit in the process of expanding new businesses and implementing new projects. In order to ensure the flexibility of enterprise operation and decision-making efficiency, the company will provide guarantees to its subsidiaries in due time according to the actual business development, and the holding subsidiaries may also provide guarantees to each other according to the actual needs. The company has a better understanding of the operation and financial status of its holding subsidiaries, and the overall risk of guarantee behavior is controllable, which is in line with the overall interests and future development needs of the company, so it is fully necessary.
(II) guarantee performance
The third extraordinary general meeting of shareholders in 2021 held by the company on July 28, 2021 deliberated and approved the proposal on the external guarantee plan for 20212022, and agreed that the total amount of guarantee provided by the company for the holding subsidiaries and between the holding subsidiaries in 20212022 should not exceed RMB 500 million.
As of the disclosure date of this announcement, the actual guarantee balance within the limit is 0.
(III) main contents of this guarantee
Considering that the holding subsidiaries carry out business frequently and need to enter into guarantee agreements frequently, so it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation, the company plans to predict the guarantee provided for the holding subsidiaries and the guarantee behavior between the holding subsidiaries in 20222023, as follows:
1. Guarantee mode
Including but not limited to guarantee, mortgage, pledge and other guarantee methods allowed by law, and bear joint and several liability. 2. Guarantee period
From the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting or 12 months after the date of deliberation and approval of the 2021 annual general meeting (whichever is earlier).
3. Guarantee amount
In 20222023, the company plans to provide the holding subsidiaries with asset liability ratio of less than 70% (including between holding subsidiaries) with a new guarantee amount of no more than 400 million yuan, and the total guarantee amount of no more than 400 million yuan. The details are as follows:
New guarantee amount of the guaranteed unit (10000 yuan)
Zhejiang Zhenglan Energy Saving Technology Co., Ltd. 1000000
Other holding subsidiaries 3000000
Total 4000000
4. Daily management
For holding subsidiaries with an asset liability ratio of less than 70%, the company will adjust the guarantee object and guarantee amount according to the actual financing situation of each subsidiary under the condition of not exceeding the approved total amount, and the actual guarantee amount, type and term shall be subject to the contract.
Within the above guarantee limit, the company will examine, approve and manage all guarantee matters according to the principle of prudence, and authorize the chairman of the board of directors to sign relevant documents during the actual handling process.
When the above guarantee matters actually occur, the company will disclose them in time. The guarantee balance at any time point shall not exceed the above guarantee limit.
For the guarantee behavior beyond the above guarantee amount, the company will resubmit it to the board of directors and the general meeting of shareholders for deliberation and approval in strict accordance with relevant requirements.
2、 Basic information of the guaranteed object
(I) Zhejiang Zhenglan Energy Saving Technology Co., Ltd
1. Basic information
Date of establishment: November 13, 2012; Registered address: No. 53, Jici Road, Hengdian Town, Dongyang City, Zhejiang Province; Legal representative: Xu Genhua; Registered capital: 31 million yuan; Company type: joint stock limited company; Business scope: R & D of energy-saving technology Cecep Solar Energy Co.Ltd(000591) equipment manufacturing; Construction of hot water, hot water source and central heat pump systems; Contract energy management services; Air source heat pump, energy-saving water heater, energy-saving water dispenser, household appliances, electromechanical equipment, etc. 2. Main financial indicators in the last two years
Unit: Yuan
December 31, 2020 (audited) December 31, 2021 (audited)
Total assets 1796861353621057326530
Total liabilities 1141722754211612381309
Net assets 65513859949444945221
Project 20202021
Operating income 651001483012128833156
Total profit 1508764153337464938
Net profit 3077141262894347803
3、 Decision making procedures for guarantee performance and relevant opinions of the board of directors
With the prior approval of the independent directors of the company and the deliberation and approval of the audit committee of the board of directors, the proposal on the external guarantee plan for 20222023 was deliberated and adopted at the 12th meeting of the 11th board of directors of the company, and the following opinions were expressed:
(I) prior approval
The estimated guarantee amount of the company is to meet the daily operation needs of the company's holding subsidiaries and is conducive to the stable development of the company's main business.
The voting procedures of relevant proposals comply with the relevant provisions of the company law, the Listing Rules of Shanghai Stock Exchange and the articles of association, and the voting procedures are legal and effective. It is expected that the guarantee amount is conducive to the overall development of the company and its holding subsidiaries and in line with the interests of the company and all shareholders. It is agreed to submit the proposal to the board of directors of the company for deliberation.
(II) opinions of independent directors
The estimated guarantee amount of the company is to meet the daily operation needs of the company's holding subsidiaries and is conducive to the stable development of the company's main business. The voting procedures of relevant proposals comply with the relevant provisions of the company law, the Listing Rules of Shanghai Stock Exchange and the articles of association, and the voting procedures are legal and effective. It is expected that the guarantee amount is conducive to the overall development of the company and does not harm the interests of investors, especially small and medium-sized investors.
(III) opinions of the board of directors
In view of the possible credit enhancement needs of subsidiaries in the process of expanding new businesses and new projects during the transformation of the company, the company plans to provide guarantee for holding subsidiaries and guarantee between holding subsidiaries, which is in line with the overall interests and future development needs of the company, and the guarantee risk is generally controllable.
(IV) procedures to be performed: this guarantee needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. 4、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the total amount of external guarantees of the company and its holding subsidiaries is about 1157721400 yuan (the risk exposure estimated according to the existing data does not represent the final amount), accounting for about 34.08% of the company's latest audited net assets. At present, the amount of guarantee corresponding to overdue debt and litigation is 606.72 million yuan (the risk exposure estimated according to the existing data does not represent the final amount).
It is hereby announced.
Board of directors of Zhejiang Dongwang times Technology Co., Ltd. April 15, 2022
