Securities code: Welle Environmental Group Co.Ltd(300190) securities abbreviation: Welle Environmental Group Co.Ltd(300190) Announcement No.: 2022014 bond Code: 123049 bond abbreviation: convertible bond
Welle Environmental Group Co.Ltd(300190)
Announcement on providing guarantee for wholly-owned 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
Welle Environmental Group Co.Ltd(300190) (hereinafter referred to as “the company”) intends to provide guarantee for Welle Environmental Group Co.Ltd(300190) (Suzhou) Energy Technology Co., Ltd. (hereinafter referred to as ” Welle Environmental Group Co.Ltd(300190) energy”), a wholly-owned subsidiary of the company, to apply to Agricultural Bank Of China Limited(601288) Zhangjiagang branch for a comprehensive credit line of 60 million yuan, with a credit term of one year. On April 14, 2022, the company held the 23rd Meeting of the 4th board of directors, deliberated and approved the proposal on providing guarantee for Welle Environmental Group Co.Ltd(300190) (Suzhou) Energy Technology Co., Ltd., a wholly-owned subsidiary of the company. According to the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), 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 external guarantee belongs to the decision-making authority of the board of directors of the company, There is no need to submit it to the general meeting of shareholders for deliberation and approval. This transaction does not constitute a connected transaction.
2、 Basic information of the guaranteed
1. Name of the guaranteed: Welle Environmental Group Co.Ltd(300190) (Suzhou) Energy Technology Co., Ltd
2. Date of establishment: May 17, 2005
3. Registered address: No. 205, Southeast Avenue, Zhangjiagang Economic Development Zone (yangshe town)
4. Legal representative: Jin Haibo
5. Registered capital: 22 million yuan
6. Business scope: research, production, development and sales of energy-saving equipment and frequency converters, energy-saving technical services; Design, development and sales of environmental protection equipment for dust removal, desulfurization and denitration, and environmental protection technical services; Professional contracting of environmental protection projects; General contracting of construction engineering; General contracting of power engineering construction; General contracting of mechanical and electrical engineering construction; Import and export of goods or technologies (excluding those prohibited by the state or involving administrative examination and approval). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Welle Environmental Group Co.Ltd(300190) energy is a wholly-owned subsidiary of the company. The company holds 100% equity of Welle Environmental Group Co.Ltd(300190) energy, which is not listed as a dishonest executee.
As of December 31, 2021, the main financial data of Welle Environmental Group Co.Ltd(300190) energy are as follows:
Unit: Yuan
Subject: December 31, 2020 December 31, 2021
Total assets 9073468906992912203433
Total liabilities 3572008049334710922584
Net assets 5501460857658201280849
Subject 20202021
Operating income 3193210805824095104930
Operating profit 70766376194090349237
Net profit 60158996064246274290
3、 Main contents of the guarantee agreement
The guarantee provided by the company for Welle Environmental Group Co.Ltd(300190) energy this time is joint and several liability guarantee. According to the contract to be signed between Welle Environmental Group Co.Ltd(300190) energy and Agricultural Bank Of China Limited(601288) Zhangjiagang branch, the company plans to provide guarantee for the 60 million yuan comprehensive credit applied by Welle Environmental Group Co.Ltd(300190) energy to the bank, and the guarantee period is from the effective date of the guarantee contract to three years after the expiration of the debt performance period. Relevant guarantee matters shall be subject to the duly signed guarantee agreement. Meanwhile, the company plans to authorize the chairman of the company or the authorized agent designated by the chairman to handle relevant businesses within the guarantee limit, handle relevant procedures and sign relevant legal documents on behalf of the company.
4、 Opinions of the board of directors
The board of Directors believes that the company plans to provide guarantee for the 60 million yuan comprehensive credit applied by Welle Environmental Group Co.Ltd(300190) energy to the bank, which can obtain necessary financial support for Welle Environmental Group Co.Ltd(300190) energy and contribute to the sustainable and stable operation of Welle Environmental Group Co.Ltd(300190) energy Welle Environmental Group Co.Ltd(300190) energy is a wholly-owned subsidiary of the company. Its operation is stable and the company has absolute control over it. The financial risk of this guarantee is within the company’s control. Providing guarantee for it will not harm the interests of the company and shareholders, which is in line 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 Relevant provisions such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the articles of association.
5、 Opinions of independent directors
The independent directors believe that the company’s guarantee is helpful to solve the operating capital needs of Welle Environmental Group Co.Ltd(300190) energy company, and the company has the ability to control the operation and management risks of Welle Environmental Group Co.Ltd(300190) energy during the guarantee period. The guarantee content and decision-making procedures comply with the notice on regulating the external guarantee behavior of listed companies, 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.
6、 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 1405611800 yuan, accounting for 31.12% 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.
7、 Other
After the disclosure of this guarantee, if the guarantee changes, the company will timely disclose the corresponding progress announcement.
8、 Documents for future reference
1. Resolutions of the 23rd Meeting of the 4th board of directors;
2. Independent opinions of independent directors on relevant matters.
It is hereby announced.
Welle Environmental Group Co.Ltd(300190) board of directors April 15, 2022
