Securities code: Zhejiang Zhengguang Industrial Co.Ltd(301092) securities abbreviation: Zhejiang Zhengguang Industrial Co.Ltd(301092) Announcement No.: 2022020 Zhejiang Zhengguang Industrial Co.Ltd(301092)
Announcement on mutual guarantee between the company and its wholly-owned subsidiaries or wholly-owned subsidiaries
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 guarantee
In order to meet the business development needs of the company and its wholly-owned subsidiaries, Zhejiang Zhengguang Industrial Co.Ltd(301092) (hereinafter referred to as "the company") provides guarantees or guarantees for its wholly-owned subsidiaries Ningbo Zhengguang resin Co., Ltd. (hereinafter referred to as "Ningbo Zhengguang"), Hangzhou Zhengguang resin Sales Co., Ltd. (hereinafter referred to as "Hangzhou Zhengguang") and Jingmen Zhengguang New Material Technology Co., Ltd. (hereinafter referred to as "Jingmen Zhengguang") Hangzhou Zhengguang and Jingmen Zhengguang guarantee each other with a guarantee amount of no more than RMB 300 million (inclusive). Within the above limit, the company and the above three wholly-owned subsidiaries need to handle the business within the above guarantee scope due to business needs, and there is no need to hold a separate board of directors or shareholders' meeting for deliberation. The validity period of this guarantee is 12 months from the date of deliberation and approval by the 2021 annual general meeting of shareholders.
Meanwhile, the general meeting of shareholders is requested to authorize the management of the company to implement relevant matters within the above limit, and authorize the chairman of the company, Mr. Shen Jianhua, to sign relevant agreements and documents. The authorization period shall be valid within 12 months from the date of deliberation and approval of the company's 2021 annual general meeting of shareholders.
2、 Basic information of the guaranteed
1. Company name: Ningbo Zhengguang resin Co., Ltd
Registered capital: 60 million yuan
Legal representative: Shen Jianhua
Operation period: November 20, 2006 to November 19, 2056
Company domicile: No. 6, niluoshan Road, Ningbo Petrochemical Economic and Technological Development Zone, Zhenhai District, Ningbo business scope: licensed project: production of hazardous chemicals; Storage of hazardous chemicals; Food additive production; Import and export of goods; Technology import and export; Import and export agency (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). General items: manufacturing of synthetic materials (excluding hazardous chemicals); Sales of synthetic materials; Sales of food additives; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Ion exchange resin production and sales; Production of food additives (only ion exchange resin) (except for projects that must be approved according to law, carry out business activities independently according to law with business license).
Main audited financial data of Ningbo Zhengguang in recent two years:
Unit: Yuan
December 31, 2021 December 31, 2020
Total assets 6043294629037873115193
Total liabilities 249226379209529696178
Net assets 35510308370283419015
December 31, 2021 December 31, 2020
Operating income 4440517824043320563668
Total profit 826382093911326747701
Net profit 7191648919967 Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 3
Dishonest executee: no
2. Company name: Hangzhou Zhengguang resin Sales Co., Ltd
Registered capital: 10 million yuan
Legal representative: Shen Jianhua
Business term: January 11, 2012 to long term
Address: room 1602, Meiya building, Nanyuan street, Linping District, Hangzhou, Zhejiang
Business scope: ion exchange resin sales.
Main audited financial data of Hangzhou Zhengguang in recent two years:
Unit: Yuan
December 31, 2021 December 31, 2020
Total assets 2 Shandong Linglong Tyre Co.Ltd(601966) 5412187441361
Total liabilities 14437263511178286127
Net assets 11582401901009155234
December 31, 2021 December 31, 2020
Operating income 1246361318110449042550
Total profit 14788727622518712
Net profit 149084956 -32830042
Dishonest executee: no
3. Company name: Jingmen Zhengguang New Material Technology Co., Ltd
Registered capital: 80 million yuan
Legal representative: Zhong Yiling
Term of operation: long term
Company domicile: General Project: manufacturing of synthetic materials (excluding hazardous chemicals); Sales of synthetic materials; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Import and export of goods; Technology import and export (in addition to licensing business, it can independently operate projects not prohibited or restricted by laws and regulations).
Main audited financial data of Jingmen Zhengguang in recent two years
Jingmen Zhengguang was established on December 16, 2021. In 2021, Jingmen Zhengguang has not carried out any business, and there is no relevant financial data.
Dishonest executee: no
3、 Main contents of the guarantee agreement
This is the expected event of the guarantee amount, and the relevant guarantee agreement has not been signed. The main contents of the subsequent specific guarantee agreement will be jointly negotiated and determined by the company, the guaranteed party and relevant institutions under reasonable and fair conditions. The term and amount of each guarantee shall be determined according to the contract signed after final negotiation with relevant banks, and the final actual total guarantee amount will not exceed the guarantee amount approved by the general meeting of shareholders of the company.
The board of directors requests the general meeting of shareholders to authorize the management of the company to implement relevant matters within the above limit, and authorize the chairman of the company, Mr. Shen Jianhua, to sign relevant agreements and documents. The authorization period shall be valid within 12 months from the date of deliberation and approval of the company's 2021 annual general meeting of shareholders. The above guarantee or mutual guarantee objects are all wholly-owned subsidiaries within the scope of the company's consolidated statements, so no counter guarantee is provided. The above guarantee or mutual guarantee meets the requirements of the company's strategic development; At the same time, the guaranteed has sound operation, good credit status, and is able to repay the due debts. The risk of providing guarantee for the guaranteed is within the controllable range. There is no damage to the interests of the company, which is in line with the overall interests of the company.
4、 Opinions of the board of directors
After deliberation by the directors attending the meeting, it is agreed that the company will provide guarantee for its wholly-owned subsidiaries or mutual guarantee between wholly-owned subsidiaries, and the guarantee amount shall not exceed RMB 300 million (inclusive). Within the above limit, the company and its wholly-owned subsidiaries need to handle the business within the above guarantee scope due to business needs, and there is no need to hold a separate board of directors or shareholders' meeting for deliberation. The validity period of this guarantee is 12 months from the date of deliberation and approval by the 2021 annual general meeting of shareholders.
Meanwhile, the general meeting of shareholders is requested to authorize the management of the company to implement relevant matters within the above limit, and authorize the chairman of the company, Mr. Shen Jianhua, to sign relevant agreements and documents. The authorization period shall be valid within 12 months from the date of deliberation and approval of the company's 2021 annual general meeting of shareholders.
5、 Opinions of independent directors
After review, we believe that in order to meet the needs of the company and its wholly-owned subsidiaries for business development and applying for credit from banks and other financial institutions, the company's guarantee for wholly-owned subsidiaries or mutual guarantee between wholly-owned subsidiaries meets the actual business needs of the company and wholly-owned subsidiaries and will not have an adverse impact on the normal operation and business development of the company and wholly-owned subsidiaries. The company and its wholly-owned subsidiaries are in good credit and operating conditions, and the guarantee risk is controllable; The guaranteed parties are all wholly-owned subsidiaries of the company. The company has the control right and the guarantee risk is within the scope of effective control. The company's guarantee will not damage the interests of the company and shareholders.
Therefore, we unanimously agree that the company provides guarantee for wholly-owned subsidiaries or mutual guarantee between wholly-owned subsidiaries, and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Documents for future reference
1. Resolutions of the 16th meeting of the 5th board of directors;
2. Resolutions of the 13th meeting of the 5th board of supervisors;
3. Independent opinions of independent directors on matters related to the 16th meeting of the Fifth Board of directors.
It is hereby announced.
Zhejiang Zhengguang Industrial Co.Ltd(301092) board of directors April 22, 2022
