Securities code: Welle Environmental Group Co.Ltd(300190) securities abbreviation: Welle Environmental Group Co.Ltd(300190) announcement No.: 2022013 bond Code: 123049 bond abbreviation: Weill convertible bond
Welle Environmental Group Co.Ltd(300190)
About Hangzhou energy and Environmental Engineering Co., Ltd., a wholly-owned subsidiary
Announcement of providing guarantee
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 the comprehensive credit of RMB 60 million applied to Shanghai Pudong Development Bank Co.Ltd(600000) Hangzhou Zhongshan sub branch by Hangzhou energy and Environment Engineering Co., Ltd. (hereinafter referred to as “Hangzhou energy and environment”), a wholly-owned subsidiary of the company, with a credit term of one year.
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 Hangzhou energy and Environmental Engineering Co., Ltd., a wholly-owned subsidiary of the company.
In accordance with the Listing Rules of Shenzhen Stock Exchange on the growth enterprise market, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the growth enterprise market 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 and does not need to be submitted 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: Hangzhou energy and Environmental Engineering Co., Ltd
2. Date of establishment: June 3, 1992
3. Registered address: No. 550, Shunfeng Road, Yuhang Economic Development Zone, Yuhang District, Hangzhou, Zhejiang Province
4. Legal representative: Lantian
5. Registered capital: 50 million yuan
6. Business scope: Production: key equipment of biogas. Services: wastewater treatment, environmental protection engineering, renewable energy engineering, environmental protection technology consulting, wastewater engineering design; Wholesale and retail: organic fertilizer, microbial fertilizer, compound fertilizer, environmental pollution prevention and control equipment, renewable energy manufacturing equipment and accessories; Import and export of goods and technologies (except for the projects prohibited by laws and administrative regulations, and the projects restricted by laws and administrative regulations can only be operated after obtaining a license. (the projects subject to approval according to law can only be operated after being approved by relevant departments)
Hangneng environment is a wholly-owned subsidiary of the company. The company holds 100% equity of hangneng environment, which is not listed as a dishonest executee.
As of December 31, 2021, the main financial data of Hang Neng environment are as follows:
Unit: Yuan
Subject: December 31, 2020 December 31, 2021
Total assets 6784314484373905685939
Total liabilities 4092059470447229293601
Net assets 2692255013926676392338
Subject 20202021
Operating income 2720739796436115892523
Operating profit 35338516983136225765
Net profit 29552219582834101282
3、 Main contents of the guarantee agreement
The guarantee provided by the company for hang Neng environment is joint and several liability guarantee. According to the contract to be signed between hang Neng environment and Shanghai Pudong Development Bank Co.Ltd(600000) Hangzhou Zhongshan sub branch, the company plans to provide guarantee for the 60 million yuan comprehensive credit applied by Hang Neng environment 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 Hang Neng environment to the bank, which can obtain necessary financial support for the daily operation of Hang Neng environment and contribute to the sustainable and stable operation of Hang Neng environment.
As a wholly-owned subsidiary of the company, hang Neng environment has a stable operating condition 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 damage the interests of the company and shareholders, which is in line with the Listing Rules of GEM stocks of Shenzhen Stock Exchange Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of companies listed on GEM, articles of association and other relevant provisions.
5、 Opinions of independent directors
The independent directors believe that the company’s guarantee is helpful to solve the operating capital needs of Hang Neng environment company, and the company has the ability to control the operation and management risks of Hang Neng environment 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 stocks 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 1445611800 yuan, accounting for 32.01% 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
