Securities code: Xiongan Kerong Environment Technology Co.Ltd(300152) securities abbreviation: Xiongan Kerong Environment Technology Co.Ltd(300152) Announcement No.: 2022016 Xiongan Kerong Environment Technology Co.Ltd(300152)
With regard to the announcement of the company and its subsidiaries applying for comprehensive credit line and providing guarantee in 2022, the company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of comprehensive credit line and guarantee to be applied for in 2022
In order to ensure the smooth development of the company's daily business and improve financing efficiency, Xiongan Kerong Environment Technology Co.Ltd(300152) (hereinafter referred to as "the company" or " Xiongan Kerong Environment Technology Co.Ltd(300152) ") held the 6th meeting of the 5th board of directors on April 19, 2022, and deliberated and adopted the proposal on the application for comprehensive credit line and guarantee by the company and its subsidiaries in 2022, Agree that the company and its subsidiaries intend to apply for a comprehensive credit line of no more than RMB 1 billion (or equivalent foreign currency) from banks and other financial institutions, and a single bank applies for a credit line of no more than RMB 500 million (or equivalent foreign currency); Under the above credit line, the company and its subsidiaries intend to provide a total guarantee line of no more than RMB 39.92 million for the subsidiaries, and the subsidiaries intend to provide a total guarantee line of no more than RMB 50 million for the company. The credit extension of a single bank exceeding the above line and the credit extension exceeding the total amount of the above-mentioned credit shall be subject to the approval procedure again according to the amount involved. The matter still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The types of credit business under the credit line include but are not limited to short-term working capital loan, medium and long-term loan, bank acceptance bill, Chinese letter of credit and financing under the line (including payment on behalf of others), Chinese non financing letter of guarantee and buyer's underwriting line, loan / order loan, trade financing, bill discount, commercial bill acceptance, commercial acceptance bill discount, international / Chinese letter of guarantee, customs tax guarantee, derivative line, business cooperation, etc. The applicable scope of the credit line applied for this time includes but is not limited to the company, Xuzhou Combustion Control Research Institute Co., Ltd. and other holding subsidiaries. The validity period of the above guarantee limit is from the date when the proposal is approved by the company's 2021 annual general meeting of shareholders to May 31, 2023. The specific credit line is finally subject to the credit line actually approved by each bank, and the specific financing amount will be determined according to the actual operation and needs of the company. The guarantee period is three years from the expiration of the debt performance period agreed in the main contract or other guarantee periods required by the financing institution, and the final guarantee period shall be subject to the guarantee period agreed in the actually signed guarantee agreement.
The board of directors of the company requests the general meeting of shareholders to authorize the general managers of the company and its subsidiaries to fully handle the specific matters of applying for credit and providing guarantee and sign relevant documents within the scope of comprehensive credit line and guarantee line. The legal and economic responsibilities arising therefrom shall be borne by the company and its corresponding subsidiaries. This time, the company and its subsidiaries provide joint and several liability guarantee for the subsidiaries, and the subsidiaries provide joint and several liability guarantee for the company. The guarantee methods include but are not limited to guarantee, mortgage, pledge, etc. the specific guarantee period shall be subject to the actually signed guarantee contract. The guarantee amount and other details are as follows:
(I) guarantee amount of the company and subsidiaries to subsidiaries
As of the end of this new year 2022, the guaranteed amount of the guaranteed company of the guarantor accounts for the estimated increase in the guarantee degree of the guarantor and the guaranteed party's recent previous guarantee. It is estimated that Xiongan Kerong Environment Technology Co.Ltd(300152) most party holds the balance of phase I assets (10000 amount (10000 amount of guarantee, the proportion of assets and liabilities in the recent period) yuan) (10000 net assets ratio yuan) example
Xuzhou burning
Burning control
Company and
Subsidiary Research Institute 100% 79.63% 992.0030 China International Marine Containers (Group) Co.Ltd(000039) 92 8.16%
Limited company
department
(II) guarantee amount of subsidiaries as the company
Name of guaranteed enterprise name of guaranteed enterprise annual guarantee amount (10000 yuan)
Xuzhou Combustion Control Research Institute Co., Ltd. xiongan Xiongan Kerong Environment Technology Co.Ltd(300152) Technology Co., Ltd. has 5000 shares
Company Limited
The company can internally adjust the guarantee amount of each subsidiary, subsidiary to company and between subsidiaries, but when the adjustment occurs, for the guarantee object with asset liability ratio of more than 70%, the guarantee amount can only be obtained from the guarantee object with asset liability ratio of more than 70%. In case of new establishment or acquisition of wholly-owned subsidiaries at all levels within the expected authorization period of this quota, the guarantee provided to these companies can also be adjusted and used within the above scope.
In this review, the amount of guarantee provided for subsidiaries in 2022 is expected to be the guarantee for the above-mentioned guaranteed parties in the shareholders' meeting
It is estimated that the total guarantee amount within the validity period after being deliberated and approved by the board of directors, and the guarantee balance at any time point within the validity period of the guarantee shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders. For the guarantee beyond the above guarantee object and total amount, the company will timely perform the obligations of decision-making and information disclosure in accordance with the regulations.
(III) basic information related to the guaranteed subject
1. Xuzhou Combustion Control Research Institute Co., Ltd. (hereinafter referred to as "Combustion Control Institute")
(1) Unified social credit Code: 91320301746830609l
(2) Date of establishment: March 10, 2003
(3) Address: No. 12, Yangshan Road, Xuzhou Economic Development Zone
(4) Legal representative: Wang Yanping
(5) Registered capital: 100 million yuan
(6) Equity structure: Xiongan Kerong Environment Technology Co.Ltd(300152) directly holds 100% of its equity.
(7) Business scope: combustion equipment, organic waste gas treatment equipment, automatic control equipment, testing equipment, instruments and meters, electronic products, mechanical equipment, valves, ceramic wear-resistant products, building fire alarm system, energy-saving, environmental protection equipment, new energy equipment, combustion engine control system, boiler transformation engineering design, manufacturing, complete set, sales, installation, commissioning, operation and management, consulting services; Design and manufacture of pressure vessels; Flue gas treatment, ecological environment treatment, waste gas treatment, water treatment, environmental monitoring, energy-saving technology research and development, technical consultation and technical services; General contracting of housing construction engineering, environmental protection engineering design and construction; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies restricted or prohibited by the state); Wholesale of medical masks; Daily mask (non-medical) production; Sales of daily masks (non-medical); Production of labor protection articles; Wholesale of class II medical devices; Wholesale of protective articles for medical staff; Retail of class II medical devices (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments)
(8) Main financial indicators:
Unit: 10000 yuan
Project December 31, 2021
Total assets: 1920421
Total liabilities 1529195
Total bank loans 993.58
Total current liabilities 1529195
Net assets 391226
Project from January to December 2021
Operating income 792022
Total profit -114.65
Net profit -114.65
(9) The guaranteed party Xuzhou Combustion Control Research Institute Co., Ltd. is not a dishonest executee.
2、 Main contents of the guarantee agreement
The relevant credit and guarantee agreements have not been signed. The specific amount, guarantee period, guarantee scope, guarantee form and signing time of the above credit and guarantee matters shall be subject to the actually signed contract, and the final actual guarantee amount shall not exceed the expected total guarantee amount. The company will perform the obligation of information disclosure according to the signing progress of relevant guarantee agreements.
3、 Opinions of the board of directors
The application for comprehensive credit line and expected guarantee line from the bank in 2022 is conducive to meeting the financing needs of the company and its subsidiaries and carrying out daily business. The company and its subsidiaries are in good operation and the risk is controllable. The guarantee objects provided this time are all subsidiaries within the scope of consolidated statements, and the guarantee risk is within the controllable range of the company. The company will strengthen fund management and monitor the capital flow and financial information of the guarantee object, so as to ensure that the company can master the use of funds and guarantee risks and ensure the safe operation of the company's overall funds. The company will effectively control the external guarantee risk of the company in strict accordance with the provisions of the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies. The board of directors agreed that the company and its subsidiaries apply for comprehensive credit line and provide guarantee, and submit it to the general meeting of shareholders for deliberation.
4、 Opinions of independent directors
After review, the independent directors believe that: the company and its subsidiaries apply to the bank for comprehensive credit line this time, and the company and its subsidiaries provide guarantee for its subsidiaries and subsidiaries to apply for comprehensive credit line is to meet the business needs of the company and its subsidiaries. This application for bank credit fully considers the capital needs required for the daily business activities of the company and its subsidiaries. It is a necessary measure for the company to realize the established business plan and is in line with the overall interests of the company. In order to ensure the smooth implementation of the financing plan, the company and its subsidiaries provide guarantees for the subsidiaries. The objects involved are the companies within the scope of the company's consolidated statements. The financial costs and financing risks are controllable, which will not have an adverse impact on the normal operation and business development of the company, and will not harm the interests of the company and minority shareholders. Therefore, the independent directors agreed to apply for comprehensive credit line and provide guarantee for the company and its subsidiaries and submit it to the general meeting of shareholders for deliberation.
5、 Accumulated external guarantees and overdue guarantees
After this guarantee, the total amount of guarantee of the company and its holding subsidiaries is 89.92 million yuan. As of the disclosure date of this announcement, the balance of guarantee provided by the company for the credit line of the holding subsidiary was 39.92 million yuan, accounting for 8.16% of the audited net assets of the company in 2021; The holding subsidiary of the company is granted by other holding subsidiaries
The amount of guarantee provided by the credit line is 39.92 million yuan, accounting for 8.16% of the company's audited net assets in 2021; The total balance of guarantees provided by the company and its holding subsidiaries to companies outside the consolidated statements is 0 yuan.
The company and its holding subsidiaries have no overdue external guarantee, no guarantee amount involved in litigation and no loss caused by guarantee.
6、 Documents for future reference
1. Resolutions of the 6th meeting of the 5th board of directors;
2. Resolution of the 4th meeting of the 5th board of supervisors.
It is hereby announced.
Xiongan Kerong Environment Technology Co.Ltd(300152) board of directors
April 19, 2002
