Haitong Securities Company Limited(600837)
Verification opinions on Xiamen Xindeco Ltd(000701) providing credit guarantee for holding subsidiaries to apply for credit line from financial institutions
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) as a sponsor of Xiamen Xindeco Ltd(000701) (hereinafter referred to as “company”, ” Xiamen Xindeco Ltd(000701) “) non-public offering of shares, in accordance with the measures for the administration of securities issuance and listing sponsorship business, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant provisions, In Xiamen Xindeco Ltd(000701) 2002, Prudential verification was conducted on the provision of credit guarantee for the holding subsidiary’s application for credit line from financial institutions. The specific verification conditions and verification opinions are as follows:
1、 Overview of guarantee
On January 10, 2022, the second meeting of the 11th board of directors of the company in 2002 deliberated and adopted the proposal on providing credit guarantee for the holding subsidiary’s application for credit line to financial institutions in 2002 with 8 affirmative votes, 0 negative votes and 0 abstention votes, It is agreed that the company and its wholly-owned subsidiary Xiamen Xindeco Ltd(000701) Guomao Automobile Group Co., Ltd. shall provide guarantee for the credit line applied by the holding subsidiaries (including the new holding subsidiaries in 2022) to financial institutions in 2002, of which the guarantee line for the holding subsidiaries with asset liability ratio of more than 70% (inclusive) shall not exceed RMB 110 million, The guarantee amount for holding subsidiaries with asset liability ratio less than 70% shall not exceed 240 million yuan, and the total guarantee amount shall not exceed 350 million yuan.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
The board of directors of the company submits to the general meeting of shareholders for deliberation and authorizes the legal representative of the company and the legal representative of the wholly-owned subsidiary Xiamen Xindeco Ltd(000701) Guomao Automobile Group Co., Ltd. to sign relevant legal documents within the above limit and handle relevant matters on behalf of the company. The signing period is one year from the date of deliberation and approval by the general meeting of shareholders; Meanwhile, the general meeting of shareholders is requested to authorize the management to allocate the actual guarantee amount to each company within the guarantee amount according to the relevant requirements of the regulatory authorities and the needs of the holding subsidiaries.
2、 Basic information of the guaranteed
The object of this guarantee is the holding subsidiaries within the scope of the company’s consolidated statements (including the new holding subsidiaries in 2022), and the financial risk is within the controllable range of the company. The company will timely perform the obligation of information disclosure when the above guarantee matters actually occur, and the guarantee balance at any time point will not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
3、 Main contents of the guarantee agreement
1. Time of guarantee: the signing date of the guarantee contract.
2. Scope of guarantee: the scope of guarantee includes principal and interest, compound interest, penalty interest and other expenses under the main contract. 3. Guarantee amount: within the scope of the company’s consolidated statements, the holding subsidiaries will negotiate specific financing conditions with banks or other financial institutions within the approved guarantee amount according to their own financing needs. The specific guarantee amount shall be subject to the finally signed relevant documents.
4. Guarantee method: joint and several liability guarantee.
4、 Counter guarantee
The company provides full joint and several liability guarantee for non wholly-owned holding subsidiaries, and the holding subsidiaries or minority shareholders provide counter guarantee through equity pledge, counter guarantee letter and other measures.
5、 Opinions of the board of directors
After careful study, the board of Directors believes that the financing of the above subsidiaries is necessary for daily operation, and the company provides guarantee for this, which can ensure the stable operation of its business and is conducive to the sustainable development of the company. The above guarantee risks are controllable and will not damage the interests of the company and all shareholders.
If the amount of the guarantee contract signed by the company exceeds the scope of this review, the company will submit it to the board of directors and the general meeting of shareholders (if necessary) for review in accordance with the stock listing rules of Shenzhen Stock Exchange.
The capital Department of the company will monitor and manage the dynamic changes of the above company’s debt ratio and the signing of guarantee agreement.
6、 Accumulated external guarantees and overdue guarantees
If this proposal is passed, the amount of guarantee provided for the holding subsidiary in 2022 approved by the company is equivalent to RMB 15.1 million, accounting for 702.35% of the latest audited net assets of the company.
Up to now, the company and its holding subsidiaries have not signed a new guarantee agreement in 2022.
Up to now, the total balance of the company’s actual external guarantee is RMB 4212839000 + USD 13 million, accounting for 199.80% of the latest audited net assets of the listed company.
The above guarantees are for wholly-owned and holding subsidiaries. Up to now, the company and its holding subsidiaries have not provided guarantees for units outside the consolidated statements, and there are no overdue debts, lawsuits and guarantees that should be borne due to the judgment of losing the lawsuit.
7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The application for credit guarantee of the subsidiary of Shenzhen Stock Exchange and the articles of association of Shenzhen Stock Exchange have met the legal and regulatory requirements of Shenzhen Stock Exchange, and the company has provided guarantee for the actual operation of the subsidiary of Shenzhen Stock Exchange. This matter shall be submitted to the general meeting of shareholders of the company for deliberation.
In conclusion, the recommendation institution has no objection to the above guarantee matters of the company.
(there is no text on this page, which is the signature page of Haitong Securities Company Limited(600837) verification opinions on Xiamen Xindeco Ltd(000701) providing credit guarantee for holding subsidiaries to apply for credit line from financial institutions)
Signature of sponsor representative:
Li Huadong, Wu Kaicheng
Haitong Securities Company Limited(600837) January 10, 2022
