Citic Securities Company Limited(600030)
About Welle Environmental Group Co.Ltd(300190)
Verification opinions on providing guarantee for joint-stock companies
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) as the sponsor of Welle Environmental Group Co.Ltd(300190) (hereinafter referred to as ” Welle Environmental Group Co.Ltd(300190) ” and “the company”) to publicly issue convertible corporate bonds in 2020, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, and the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, we have verified the guarantee provided by Welle Environmental Group Co.Ltd(300190) for participating companies, and issued the following special opinions:
1、 Overview of guarantee
In September 2016, 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”) jointly funded the establishment of Haikou Shenwei Environmental Service Co., Ltd. (hereinafter referred to as “Haikou Shenwei”), in which the company holds 30% equity of Haikou Shenwei and Shenwei holding holds 70% equity of Haikou Shenwei. Haikou Shenwei is a joint-stock subsidiary of the company, which is mainly responsible for the investment, construction and operation of landfill leachate treatment project.
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 provisions of laws, regulations and normative documents such as 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 guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of gem listed companies and the articles of association of the company, 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
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 contribution amount (10000 yuan) contribution proportion
Haikou Shenwei Environmental Protection Industry Holding Co., Ltd. 700000 70.00%
Welle Environmental Group Co.Ltd(300190) 3,000.00 30.00%
Total 1000000 100.00%
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 20202021
Operating income 362527 Gemac Engineering Machinery Co.Ltd(301048)
Total profit 169.29 162.96
Net profit 142.89 159.71
According to the Shenzhen Stock Exchange GEM Listing Rules, Haikou Shenwei has no affiliated relationship with the company, and this guarantee does not constitute affiliated guarantee.
3、 Main contents of guarantee agreement
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 guaranteed by Haikou Shenwei Environmental Protection Industry Holding Co., Ltd., 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 cumulative guarantee amount approved by the board of directors or the general meeting of shareholders was 1385611800 yuan, accounting for 30.68% of the company’s audited net assets at the end of 2021, of which the cumulative approved guarantee amount 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 cumulative guarantee amount approved by the board of directors or the general meeting of shareholders of the company 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
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, and 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, and the provision of guarantee will not damage the interests of the company and shareholders, Comply with the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, the articles of association and other relevant provisions.
6、 Opinions of independent directors
The independent directors believe that the company’s guarantee is helpful to solve the construction fund demand of Haikou Shenwei, and the company provides guarantee for the loan applied by Haikou Shenwei according to the shareholding ratio, The guarantee content and decision-making procedures comply with the provisions of relevant laws, regulations and normative documents such as 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 guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the articles of association, There is no situation that damages the interests of the company and shareholders. Therefore, we agree to this guarantee.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: the guarantee provided by the company for the joint-stock company has been deliberated and approved by the board of directors of the company, the independent directors have expressed clear consent and fulfilled 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.
To sum up, the recommendation institution has no objection to the guarantee provided by the company for the joint-stock company.
(no text below)
Sponsor representative:
Yang Ling, Wang Qiaoqiao
Citic Securities Company Limited(600030) April 15, 2022
