Securities code: Welle Environmental Group Co.Ltd(300190) securities abbreviation: Welle Environmental Group Co.Ltd(300190) Announcement No.: 2022015 bond Code: 123049 bond abbreviation: convertible bond
Welle Environmental Group Co.Ltd(300190)
Announcement on providing guarantee for participating subsidiaries
The board of directors and 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.
1、 Overview of guarantee
In September 2016, the consortium formed by Welle Environmental Group Co.Ltd(300190) (hereinafter referred to as ” Welle Environmental Group Co.Ltd(300190) ” or “the company”) and Haikou Shenzhou New Energy Holding Co., Ltd. (now renamed Haikou Shenwei Environmental Protection Industry Holding Co., Ltd.) (hereinafter referred to as “Shenwei holding”) won the bid for the PPP project of Haikou yanchunling landfill leachate treatment station (hereinafter referred to as “Haikou yanchunling leachate project”). The company signed the joint venture agreement with Shenwei holdings, and both parties established the project joint venture Haikou Shenwei Environmental Services Co., Ltd. (hereinafter referred to as “Haikou Shenwei”) for the PPP project of yanchunling landfill leachate in Haikou. According to the joint venture agreement, the company holds 30% equity of Haikou Shenwei, Shenwei holding holds 70% equity of Haikou Shenwei, and Haikou Shenwei is a joint-stock subsidiary of the company.
At present, Haikou Shenwei plans to apply for a loan of 80 million yuan from Haikou Rural Credit Cooperative Association for repayment of loans from other banks, phase II construction of Haikou yanchunling leachate project and equipment upgrading of phase I and phase II, with a loan term of 10 years. The company plans to guarantee the loan applied by Haikou Shenwei at the proportion of 30%, that is, to provide guarantee for the loan of 24 million yuan. At the same time, the company will pledge the 30% equity of Haikou Shenwei to Haikou rural credit cooperative association as guarantee. The remaining loan amount is guaranteed and equity pledged by Shenwei holdings, another shareholder of Haikou Shenwei, that is, the company and Shenwei holdings provide guarantee for the asset loan applied by Haikou Shenwei according to their respective equity ratio of Haikou Shenwei.
On April 14, 2022, the company held the 23rd Meeting of the Fourth Board of directors, deliberated and adopted the proposal on providing guarantee for Haikou Shenwei Environmental Service Co., Ltd., a joint-stock subsidiary of the company.
According to the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) of China Securities Regulatory Commission, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other laws and regulations, as well as the provisions of the articles of association, this transaction does not constitute a connected transaction, This guarantee belongs to the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation and approval.
2、 Basic information of the guaranteed and its relationship with the company
1. Name of the guaranteed: Haikou Shenwei Environmental Service Co., Ltd
2. Date of establishment: September 22, 2016
3. Registered address: room a1-1512, 5th floor, building a, entrepreneurship incubation center, Haikou national high tech Zone, No. 266, Nanhai Avenue, Haikou City, Hainan Province
4. Legal representative: Xie Fang
5. Registered capital: 100 million yuan
6. Business scope: design, integration, manufacturing, sales, R & D, processing and maintenance of environmental protection equipment, design, contracting, construction, installation, technical consultation and technical service of environmental protection engineering, development and maintenance of environmental protection engineering system control software, sales of software products, design, contracting, construction, installation, technical consultation and technical service of electromechanical equipment installation engineering, investment and operation of environmental pollution control facilities, Photovoltaic power generation and electric energy sales, building cleaning services, municipal facilities management, urban and rural appearance management, public toilet cleaning services, garbage cleaning in urban waters, operational cleaning, collection and transportation services of urban domestic garbage, self-supporting and acting as an agent for the import and export of various commodities and technologies (except for commodities restricted or prohibited by the state).
Haikou Shenwei is a joint-stock subsidiary of the company. The company holds 30% equity of Haikou Shenwei and is mainly responsible for the construction and operation of Haikou yanchunling leachate project. The specific composition of shareholders is as follows:
Name of shareholder amount and proportion of capital contribution
Welle Environmental Group Co.Ltd(300190) Environmental Protection Technology Group Co., Ltd
Company 30 million yuan 30%
Haikou Shenwei Environmental Protection Industry Holding Co., Ltd
Company 70 million yuan 70%
Total 100 million yuan 100%
Therefore, as of December 31, 2021, the main financial data of Haikou Shenwei are as follows:
Unit: 10000 yuan
Subject: December 31, 2020 December 31, 2021
Total assets 17659651820393
Total liabilities 811460849917
Net assets 954505970476
Subject year 2020 year 2021
Operating income 362527 Gemac Engineering Machinery Co.Ltd(301048)
Total profit 169.29 162.96
Net profit 142.89 159.71
3、 Main contents of guarantee
The guarantee provided by the company for Haikou Shenwei this time is joint and several liability guarantee. The company plans to provide guarantee for 24 million yuan of the 80 million yuan project loan applied by Haikou Shenwei to Haikou rural credit cooperative association according to the 30% equity ratio. The guarantee period is from the effective date of the guarantee contract to three years after the expiration of the debt performance period.
At the same time, the company pledged 30% equity of Haikou Shenwei to Haikou rural credit cooperative association as guarantee. The remaining loan amount is jointly and severally guaranteed by Shenwei holdings, another shareholder of Haikou Shenwei. Relevant guarantee matters shall be subject to the duly signed guarantee agreement.
4、 Accumulated external guarantees and overdue guarantees
As of the announcement date, the company’s total approved guarantee was 1385611800 yuan, accounting for 30.68% of the company’s audited net assets at the end of 2021, of which the total approved guarantee for participating subsidiaries was 257242500 yuan, accounting for 5.70% of the company’s audited net assets at the end of 2021.
Up to now, the accumulated actual guarantee amount of the company is 884595500 yuan, accounting for 19.59% of the audited net assets of the company at the end of 2021, which are guarantees for subsidiaries, of which the actual guarantee amount for participating subsidiaries is 150766500 yuan, accounting for 3.34% of the audited net assets of the company at the end of 2021.
After the implementation of this guarantee, the amount of guarantee provided by the company to its subsidiaries is 1409611800 yuan, accounting for 31.21% of the audited net assets of the company at the end of 2021. There is no other external guarantee. As of the date of this announcement, the company and its holding subsidiaries have no illegal guarantee or overdue guarantee.
5、 Opinions of the board of directors and independent directors
1. The board of Directors believes that the company plans to provide guarantee for the loan applied by Haikou Shenwei, which can obtain necessary financial support for the operation of Haikou Shenwei and help promote the construction process of Haikou yanchunling leachate project. Haikou Shenwei is a joint-stock subsidiary of the company. The company holds 30% of its equity. The company provides guarantee for the loan it applies for according to the equity ratio. The financial risk of this guarantee is within the company’s control. It provides guarantee JF [2005] No. 120), Shenzhen Stock Exchange gem stock listing rules Shenzhen Stock Exchange self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the articles of association of the company.
2. The independent directors of the company believe that this guarantee of the company is helpful to solve the construction fund demand of Haikou Shenwei. The company provides guarantee for the loan applied by Haikou Shenwei according to the shareholding ratio. The guarantee content and decision-making procedure comply with the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120), the Listing Rules of gem shares of Shenzhen Stock Exchange The provisions of relevant laws, regulations, normative documents and the articles of association, such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, do not harm the interests of the company and shareholders. Therefore, we agree to this guarantee. 3. Verification opinions of the sponsor: the guarantee provided by the company to the joint-stock company has been deliberated and approved by the board of directors of the company, the independent directors have issued clear consent opinions and performed the necessary legal procedures, It complies with the provisions of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, and this guarantee is in line with the company’s development strategy, does not damage the interests of listed companies and shareholders, and does not have an adverse impact on listed companies.
6、 Other
After the disclosure of this guarantee, the company will timely disclose the corresponding progress announcement according to the progress of the guarantee.
7、 Documents for future reference
1. Resolutions of the 23rd Meeting of the 4th board of directors;
2. Independent opinions of independent directors.
3. Citic Securities Company Limited(600030) verification opinions on Welle Environmental Group Co.Ltd(300190) external guarantee
It is hereby announced.
Welle Environmental Group Co.Ltd(300190)
Board of directors April 15, 2022
