Securities code: Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) securities abbreviation: Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) Announcement No.: 2022024 convertible bond Code: 123084 convertible bond abbreviation: Gaolan convertible bond
Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499)
Announcement on the forecast of providing guarantee for subsidiaries to apply for credit from banks 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.
Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) (hereinafter referred to as "the company") held the 14th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors respectively on April 20, 2021, deliberated and adopted the proposal on providing guarantee for subsidiaries' application for credit extension to banks in 2022. The specific situation is hereby announced as follows:
1、 Overview of guarantee
Yueyang Gaolan energy saving equipment manufacturing Co., Ltd. (hereinafter referred to as "Yueyang Gaolan"), a wholly-owned subsidiary of the company, and Dongguan Sixiang insulating material Co., Ltd. (hereinafter referred to as "Dongguan Sixiang"), a holding subsidiary of the company, plan to apply to the bank for a comprehensive credit line of no more than 420 million yuan in 2022 according to their production and operation planning and fund use arrangement. Among them, Yueyang Gaolan plans to apply to the bank for a comprehensive credit line of no more than 170 million yuan, Dongguan Sixiang plans to apply to the bank for a comprehensive credit line of no more than 250 million yuan, and handle relevant businesses within the comprehensive credit line, including but not limited to loans, bank bills, letter of guarantee, letter of credit and so on. Within the limit, the credit limit actually approved by each bank shall prevail.
The company provides joint and several liability guarantee for the above credit, and the guarantee line is valid from the date of deliberation and approval by the general meeting of shareholders to the date of holding the annual general meeting of shareholders in 2022. Within the guarantee limit, the guarantee period shall be subject to the formal agreement or contract actually signed between the company and the bank. The specific guarantee amount is expected to be as follows:
Unit: 10000 yuan
Up to now, the proportion of the new guarantee amount of the guarantor and the guaranteed party in the shareholding ratio of the guaranteed party to the most related party of the listed company guaranteed before the latest period, the balance amount of assets and liabilities, and the net asset guarantee ratio in the latest period
Yueyang Gaolan 100% 41.84% 2359471700017.17% no
Dongguan Sixiang 51% 64.73% 89252500025.25% no
The board of directors of the company plans to request the general meeting of shareholders to authorize the chairman of the company or the authorized agent designated by the chairman of the board of directors to handle relevant procedures within the approved guarantee limit on behalf of the company and sign corresponding legal documents. The authorization period is from the date of deliberation and approval by the general meeting of shareholders to the date of convening the annual general meeting of shareholders in 2022.
2、 Basic information of the guaranteed
1. Yueyang Gaolan energy saving equipment manufacturing Co., Ltd
Date of establishment: August 23, 2012
Legal representative: Tang Hong
Registered capital: 110 million yuan
Address: No. 8, Yungang Road, Lingang Industrial New Area, Chenglingji, Yueyang City
Business scope: research and development of new energy and energy-saving technology, technical development and sales of energy-saving cooling equipment, water treatment equipment and its control system, import and export of goods and technology, manufacturing and processing of energy-saving cooling equipment and water treatment equipment, development, production and sales of power transmission and transformation equipment, power electronic equipment, pure water cooling equipment and control system equipment and after-sales technical services, power production, power supply, property management, House leasing and self owned plant leasing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) company type: limited liability company
Ownership structure:
Serial number shareholder name shareholding ratio (%)
1 Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) 100.00
The main financial indicators of the latest year and period are as follows:
Unit: 10000 yuan
Financial indicators March 31, 2022 December 31, 2021
(Unaudited) (audited)
Total assets 42201794634210
Total liabilities 17658942136117
Net assets 24542852498092
Financial indicators January March 2022 January December 2021
(Unaudited) (audited)
Operating income 2175202222144
Total profit -494.84235618
Net profit -411.89259423
Dishonest executee: no
2. Dongguan Sixiang insulating material Co., Ltd
Date of establishment: May 30, 2008
Legal representative: Yan Ruohong
Registered capital: RMB 25.642 million
Address: No. 57, Muyu Road, Shatou community, Chang'an Town, Dongguan City
Company type: other limited liability companies
Business scope: hardware product research and development; Hardware product manufacturing; Retail of hardware products; Research and development of new material technology; Manufacturing of rubber products; Sales of rubber products; Plastic products manufacturing; Sales of plastic products; Manufacturing of heat and sound insulation materials; Sales of heat and sound insulation materials; Sales of thermal insulation materials; Sales of electronic products; Manufacturing of special electronic materials; Sales of electronic special materials; Sales of electric accessories of new energy vehicles; Sales of new energy vehicles; New car sales; Industrial design services; Import and export of goods; Technology import and export.
(except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Ownership structure:
Serial number shareholder name shareholding ratio (%)
1 Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) 51.00
2 Yan Ruohong 38.22
3 Dai zhite 9.065
4 Ma Wenbin 0.98
5 Wang Shigang 0.735
Total 100.00
Main financial indicators of the latest year and period:
Financial indicators March 31, 2022 December 31, 2021
(audited) (audited)
Total assets 82174717076798
Total liabilities 53193564515991
Net assets 28981152560807
Financial indicators January March 2022 January December 2021
(audited) (audited)
Operating income 30182238339349
Total profit 397480827641
Net profit 337308742300
Dishonest executee: no
3、 Main contents of the guarantee agreement
The agreement related to this guarantee has not been signed. The main contents of the guarantee agreement will be determined by the company and relevant subsidiaries through consultation with the bank, and the final actual guarantee amount will not exceed the guarantee amount approved by the general meeting of shareholders. Minority shareholders of Dongguan Sixiang, a holding subsidiary, will provide guarantee or counter guarantee according to the proportion of capital contribution.
4、 Opinions of the board of directors
Providing guarantee for subsidiaries is conducive to improving the financing capacity of subsidiaries, meeting the capital needs of their production and operation, and promoting their business development, which is in line with the overall interests of the company. The objects of this guarantee are all subsidiaries within the scope of the company's consolidated statements, which will not affect the normal development of the company's main business and will not damage the interests of the company and all shareholders. The above subsidiaries are in stable operation and good credit status. The company can effectively monitor its capital flow and financial information. The guarantee risk is within the company's control, and the minority shareholders of Dongguan Sixiang will provide guarantee or counter guarantee according to the proportion of capital contribution, which is enough to protect the interests of the company. This guarantee will not have a significant impact on the normal operation of the company and will not damage the interests of the company and minority shareholders.
5、 Opinions of independent directors
This guarantee is to provide guarantee for the wholly-owned subsidiary Yueyang Gaolan and the holding subsidiary Dongguan Sixiang to apply for comprehensive credit from the bank. The company provides guarantee for the above subsidiaries to meet the needs of their business development. Yueyang Gaolan and Dongguan Sixiang are subsidiaries within the scope of the company's consolidated statements, and the company has formulated strict external guarantee approval authority and procedures, which can effectively prevent external guarantee risks. This guarantee will not have an adverse impact on the company's normal operation and business development; This guarantee complies with relevant regulations, and its decision-making procedure is legal and effective, without any damage to the interests of the company and shareholders. We agree that the company will provide guarantee for the subsidiary's application for credit from the bank in 2022.
6、 Accumulated external guarantees and overdue guarantees
After the guarantee is provided this time, the total amount of the guarantee amount of the company and its holding subsidiaries is RMB 690 million (including the guarantee amount considered by the board of directors, which needs to be submitted to the shareholders' meeting for deliberation), accounting for 69.69% of the company's latest audited net assets, and the total balance of the guarantee is RMB 1128447 million, accounting for 11.40% of the company's latest audited net assets, which are guarantees for wholly-owned subsidiaries and holding subsidiaries. The company and its holding subsidiaries have no overdue external guarantee, no guarantee amount involved in litigation and the amount of loss due to the judgment of losing the guarantee, and no guarantee for shareholders, actual controllers and their related parties.
7、 Documents for future reference
1. Resolutions of the 14th meeting of the 4th board of directors;
2. Resolutions of the 8th meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on matters related to the 14th meeting of the Fourth Board of directors.
It is hereby announced.
Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) board of directors April 21, 2022
