Securities code: Tibet Summit Resources Co.Ltd(600338) securities abbreviation: Tibet Summit Resources Co.Ltd(600338) Announcement No.: 2022026 Tibet Summit Resources Co.Ltd(600338)
Announcement on the amount of guarantee expected to be provided for wholly-owned subsidiaries 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Name of the guaranteed: Tazhong Mining Co., Ltd
Amount of this guarantee: in 2022, it is estimated that the total amount of guarantee for the wholly-owned subsidiary Tazhong Mining Co., Ltd. will not exceed RMB 1 billion.
The guarantee balance actually provided for it: 163 million yuan.
Whether there is counter guarantee in this guarantee: no
Cumulative overdue amount of external guarantee: None
Tibet Summit Resources Co.Ltd(600338) (hereinafter referred to as “the company”) held the 10th meeting of the 8th board of directors on April 18, 2022, deliberated and adopted the proposal on the company’s expected guarantee amount for wholly-owned subsidiaries in 2022, which needs to be submitted to the general meeting of shareholders for deliberation. The specific contents are as follows:
1、 Overview of guarantee
According to the needs of production and operation, the company expects to provide a total guarantee of no more than RMB 1 billion for its wholly-owned subsidiary Tazhong Mining Co., Ltd. (hereinafter referred to as “Tazhong mining”) in 2022 for its external financing and other related businesses. The validity period of the above guarantee limit is from the date of approval of the company’s 2021 annual general meeting to the day before the company’s 2022 annual general meeting. The guarantee limit can be used in rolling within the validity period. The company will strictly implement the external guarantee management norms and perform the internal approval and announcement procedures of the company when each guarantee business occurs. 2、 Basic information of the guaranteed
Registered Chinese Name: Tazhong Mining Co., Ltd
Date of establishment: June 29, 2007
Registered capital: USD 30 million
Enterprise leader: Huang Jianrong
Registration No.: 561 Shenzhen Cereals Holdings Co.Ltd(000019) 3
Legal address of the company: No. 22, somoniyew street, zalenisole village, Gulistan, sogdu, Republic of Tajikistan
Nature of enterprise: limited liability company
Business scope: geological exploration, mining, beneficiation, ore processing, metallurgy, sale, transportation, foreign investment, consultation and other business modes permitted by the laws of the Republic of Tajikistan.
As of December 31, 2021, Tazhong mining (audited) has total assets of RMB 3.858 billion, total liabilities of RMB 2.402 billion (including total bank loans of RMB 241 million and total current liabilities of RMB 2.402 billion), and net assets of RMB 1.456 billion. In 2021, the company realized an operating revenue of 2.047 billion yuan and a net profit of 870 million yuan. Tazhong mining is a wholly-owned subsidiary of the company.
3、 Main contents of the guarantee agreement
The company will timely perform the obligation of information disclosure after the signing of relevant guarantee agreements and other legal documents.
4、 Opinions of the board of directors
(I) opinions of the board of directors
The guarantee object is a wholly-owned subsidiary of the company. The company has a full understanding and control of its business status, credit and solvency. Its operation is stable, with good solvency and controllable risk. The guarantee is expected to be conducive to the smooth development of its business, the maintenance of the company’s investment interests, and the guarantee risk is small. The guarantee will not affect the company’s sustainable operation ability and will not damage the rights and interests of the company and shareholders, especially minority shareholders. The board of directors agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) independent opinions expressed by independent directors
1. The company provides a guarantee for the wholly-owned subsidiary Tazhong Mining Co., Ltd. with a total amount of no more than 1 billion yuan for its external financing and other related businesses, which is conducive to the production and operation of Tazhong mining and is in the interests of the company and all shareholders.
2. Tazhong mining is a wholly-owned subsidiary of the company. Its assets are in good condition and its operation is becoming more and more stable. It has sufficient repayment ability for its historical arrears, and the company can effectively control its operation and management risks.
3. The review procedure of this guarantee complies with the relevant provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies (CSRC announcement [2022] No. 26) and the company’s external guarantee management system and other laws and regulations, and there is no situation that damages the interests of the company and other shareholders, especially the medium and small shareholders.
4. Agree to the proposal of providing guarantee amount for wholly-owned subsidiaries in 2022 and submit it to the general meeting of shareholders of the company for deliberation.
5、 Accumulated amount of company guarantee and overdue guarantee
As of the disclosure date of this announcement, the total amount of external guarantees provided by the company and its holding subsidiaries is 163 million yuan, which are all guarantees provided for its wholly-owned subsidiaries, accounting for 5.86% of the company’s latest audited net assets. The company and its subsidiary holding companies have no overdue guarantee.
It is hereby announced.
Tibet Summit Resources Co.Ltd(600338)
Board of directors
April 20, 2022
