Securities code: Xi'An Manareco New Materials Co.Ltd(688550) securities abbreviation: Xi'An Manareco New Materials Co.Ltd(688550) Announcement No.: 2022017 Xi'An Manareco New Materials Co.Ltd(688550)
Announcement on the company and its subsidiaries applying for comprehensive credit and providing guarantee in 2022
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
In 2021, Xi'An Manareco New Materials Co.Ltd(688550) (hereinafter referred to as " Xi'An Manareco New Materials Co.Ltd(688550) " or "the company") and its subsidiaries intend to apply to banks and other financial institutions for a comprehensive credit line of no more than RMB 1.5 billion (or equivalent foreign currency).
Name of the guaranteed: the company and its subsidiary Weinan high tech Zone Haitai new electronic materials Co., Ltd. (hereinafter referred to as "Weinan Haitai");
Shaanxi Pucheng Haitai new material industry Co., Ltd. (hereinafter referred to as "Pucheng Haitai");
Weinan Ruilian Pharmaceutical Co., Ltd. (hereinafter referred to as "Ruilian pharmaceutical");
As of the disclosure date of this announcement, the actual guarantee balance of the company to its subsidiaries was 8.0793 million yuan. There is no counter guarantee in this guarantee, and the company has no overdue external guarantee.
This matter still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
1、 Overview of application for comprehensive credit line and external guarantee line
(I) overview
In order to implement the company's development strategy, meet the company's daily production and operation needs, facilitate the payment and settlement between the company and suppliers, and improve the efficiency of capital use, the company and its subsidiaries plan to apply to banks and other financial institutions for a comprehensive credit line of up to RMB 1.5 billion (or equivalent foreign currency) in 2022. The credit line period is 18 months from the date of deliberation and approval by the general meeting of shareholders, The credit can only be used for the daily operation of the company and its subsidiaries. Within the credit period and credit line, the credit line can be recycled. Credit types include but are not limited to working capital loan, letter of credit, bank acceptance bill, pledge of bank acceptance bill, letter of guarantee and trade approval of accounts receivable).
For the above comprehensive credit, according to the different applicants, the company will provide mutual guarantee with Weinan Haitai, Pucheng Haitai and Ruilian pharmaceutical. The total guarantee amount is expected to be no more than 1.5 billion yuan, and the actual guarantee period is determined according to the main credit contract.
At the same time, it is requested to authorize the chairman or general manager of the company (according to the signing provisions of relevant financial institutions) to sign the legal documents related to comprehensive credit guarantee on behalf of the company, and authorize the chairman or general manager of each subsidiary (according to the signing provisions of relevant financial institutions) to sign the legal documents related to comprehensive credit guarantee on behalf of each subsidiary. The financial director of the company shall be authorized to assist the chairman and general manager of the company and its subsidiaries to implement the procedures related to the above comprehensive credit and guarantee. The authorization period shall not exceed the comprehensive credit period and guarantee period.
(II) approval procedure
The company held the fifth meeting of the third board of directors on April 15, 2022, and deliberated and adopted the proposal on the application for comprehensive credit and provision of guarantee by the company and its subsidiaries in 2022 by 9 votes in favor, 0 votes against and 0 abstentions.
This matter does not constitute a related party transaction. According to the relevant provisions of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the articles of association and other relevant provisions, this proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Basic information of the guaranteed
(I) basic information of Weinan Haitai
Name: Weinan high tech Zone Haitai new electronic material Co., Ltd
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Address: South section of chongye Road, high tech Industrial Development Zone, Weinan City, Shaanxi Province
Legal representative: Yuan Jiangbo
Registered capital: 100 million yuan
Date of establishment: June 28, 2004
Business scope: general items: manufacturing of special chemical products (excluding hazardous chemicals); Sales of special chemical products (excluding hazardous chemicals); Production of chemical products (excluding licensed chemical products); Sales of chemical products (excluding licensed chemical products); Research and development of special electronic materials; Manufacturing of special electronic materials; Sales of electronic special materials; Manufacturing of synthetic materials (excluding hazardous chemicals); Sales of synthetic materials; Medical research and experimental development; Manufacturing of basic chemical raw materials (excluding manufacturing of licensed chemicals such as hazardous chemicals); Import and export of goods; Technology import and export (except for projects subject to approval according to law, carry out business activities independently according to law with business license). License items: Inspection and testing services; Road cargo transportation (excluding dangerous goods) (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results). Relationship with the company: Weinan Haitai is a wholly-owned subsidiary of the company, and the company holds 100% of its equity.
Main financial data:
Unit: 10000 yuan
December 31, 2020 December 31, 2021
Total assets 43366315592950
Total liabilities 30442493995465
Net assets 12923821597485
20202021
Operating income 4195639 Xiamen International Airport Co.Ltd(600897) 3
Net profit 254377299672
After deducting non recurring profits and losses
Net profit 249024296623
(II) basic information of Pucheng Haitai
Name: Shaanxi Pucheng Haitai new material industry Co., Ltd
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Address: No. 8, Weier Road, high tech Industrial Development Zone, Pucheng County, Weinan City, Shaanxi Province
Legal representative: Yuan Jiangbo
Registered capital: RMB 30 million
Date of establishment: February 1, 2010
Business scope: general items: manufacturing of special chemical products (excluding hazardous chemicals); Sales of special chemical products (excluding hazardous chemicals); Production of chemical products (excluding licensed chemical products); Sales of chemical products (excluding licensed chemical products); Research and development of special electronic materials; Manufacturing of special electronic materials; Sales of electronic special materials; Manufacturing of synthetic materials (excluding hazardous chemicals); Sales of synthetic materials; Medical research and experimental development; Manufacturing of basic chemical raw materials (excluding the manufacturing of licensed chemicals such as hazardous chemicals) (except for the projects that must be approved according to law, the business activities shall be carried out independently according to law with the business license).
Licensed items: drug production; Commissioned production of drugs; Import and export of drugs; Production of new chemicals; Import of new chemicals; Import and export of goods; Technology import and export; Operation of hazardous chemicals; Hazardous waste management; Inspection and testing services (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results). Relationship with the company: Pucheng Haitai is a wholly-owned subsidiary of the company, and the company holds 100% of its equity.
Main financial data:
Unit: 10000 yuan
December 31, 2020 December 31, 2021
Total assets 898542912347391
Total liabilities 72772369831540
Net assets 17081932515851
20202021
Operating income 53018109687537
Net profit 422120801592
After deducting non recurring profits and losses
Net profit 401591794610
(III) basic information of Ruilian pharmaceutical
Name: Weinan Ruilian Pharmaceutical Co., Ltd
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Address: South section of chongye Road, high tech Industrial Development Zone, Weinan City, Shaanxi Province
Legal representative: Yuan Jiangbo
Registered capital: Thirty three million yuan
Date of establishment: October 28, 2015
Business scope: general items: general business items: R & D, production and sales of pharmaceutical intermediates and fine chemicals (excluding dangerous chemicals, inflammables and explosives); Chemical processing (excluding hazardous chemicals, inflammables and explosives); Research and development, production, sales, technical services and technology transfer of APIs and pharmaceutical reagents; Operate the export business of the enterprise's products and related technologies; Operate the import and export business of raw and auxiliary materials, chemical equipment, packaging instruments, instruments and meters, spare parts and related technologies required by the enterprise's production and scientific research (except for the goods limited by the state or prohibited from import and export). (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments) (except for projects that must be approved according to law, business activities can be carried out independently according to law with business license).
Relationship with the company: Ruilian pharmaceutical is a wholly-owned subsidiary of the company, and the company holds 100% of its equity through Weinan Haitai.
Main financial data:
Unit: 10000 yuan
December 31, 2020 December 31, 2021
Total assets 313127707960
Total liabilities 606.69496544
Net assets 252459211416
20202021
Operating income --
Net profit -194.42 -410.42
- 194.42 -390.50 after deducting non recurring profits and losses
Net profit
3、 Main contents of the guarantee agreement
At present, the company has not signed relevant credit and guarantee agreements. The total amount of the above planned credit and guarantee is only the credit line to be applied for and the guarantee line to be provided by the company. The company will compare the advantages and disadvantages of different financing methods in a specific period according to the actual needs of operation, dynamically optimize and adjust, and determine the specific amount and purpose of credit according to the requirements of financial risk control and high cost. In addition, the specific credit and guarantee amount shall be reviewed and approved by the bank or relevant financial institutions, and the actually signed contract shall prevail.
The board of directors of the company requests the general meeting of shareholders to authorize the chairman or general manager of the company (according to the signing provisions of relevant financial institutions) to sign the legal documents related to the comprehensive credit guarantee on behalf of the company, and authorize the chairman or general manager of each subsidiary (according to the signing provisions of relevant financial institutions) to sign the legal documents related to the comprehensive credit guarantee on behalf of each subsidiary.
4、 Reasons and necessity of guarantee
The company and its subsidiaries apply for comprehensive credit and provide mutual guarantee to banks and other financial institutions to meet the capital needs of daily production and operation, facilitate the payment and settlement between the company and suppliers, improve the efficiency of capital use, reduce financial expenses, and meet the needs of the company's operation and development and the overall interests of the company.
5、 Opinions of the board of directors
After review, the board of directors of the company believes that the application for comprehensive credit line and provision of guarantee by the company and its subsidiaries are made after comprehensively considering the practical business development needs of the company and its subsidiaries, which is in line with the current actual operation situation and overall development strategic arrangement of the company. The parent and subsidiary companies guarantee each other, the guarantee risk is relatively controllable, there is no need to provide counter guarantee, and the interests of the company and all shareholders will not be damaged.
6、 Accumulated external guarantee amount and overdue guarantee amount
As of the company
