Securities code: Huadian Heavy Industries Co.Ltd(601226) securities abbreviation: Huadian Heavy Industries Co.Ltd(601226) Announcement No.: pro 2022018 Huadian Heavy Industries Co.Ltd(601226)
Announcement on providing guarantee for wholly-owned subsidiaries
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.
Important content tips:
Huadian Heavy Industries Co.Ltd(601226) (hereinafter referred to as "the company") guarantees the bank credit of 222.7 million yuan of Huadian Caofeidian heavy industry equipment Co., Ltd. (hereinafter referred to as "Caofeidian heavy industry"), a wholly-owned subsidiary; Guarantee the bank credit of RMB 80 million for the wholly-owned subsidiary Huadian Heavy Industries Co.Ltd(601226) Machinery Co., Ltd. (hereinafter referred to as "heavy industry machinery"); Provide guarantee for the 50 million yuan bank credit of the wholly-owned subsidiary Wuhan Huadian Engineering Equipment Co., Ltd. (hereinafter referred to as "Wuhan Huadian").
Up to now, the company and Caofeidian heavy industry as one of the loans, the balance of bank loans (including e-xintong) is 136.3 million yuan (excluding this loan); The insured balance of providing guarantee for heavy industrial machinery is 80 million yuan (excluding this time); The guaranteed balance of Wuhan Huadian is 50 million yuan (excluding this time).
Caofeidian heavy industry, heavy industry machinery and Wuhan Huadian did not provide counter guarantee to the company for the above guarantee matters.
At present, there is no overdue guarantee for the company's projects under guarantee.
As the asset liability ratio of Caofeidian heavy industry and Wuhan Huadian exceeds 70%, the company's guarantee for Caofeidian heavy industry's 222.7 million yuan bank credit and Wuhan Huadian's 50 million yuan bank credit need to be deliberated and approved by the general meeting of shareholders of the company.
1、 Overview of guarantee
According to the resolutions of the eighth interim meeting of the Fourth Board of directors and the sixth interim meeting of the Fourth Board of supervisors, the company and Caofeidian heavy industry applied to the bank for a loan of 109.5 million yuan, of which 30 million yuan will expire on September 27, 2022, 40 million yuan will expire on November 18, 2022 and 39.5 million yuan will expire on December 9, 2022; The applied e-ict quota is recycled, and the utilization quota is 26.8 million yuan by the end of 2021. According to its own business needs, Caofeidian heavy industry plans to continue to apply for a comprehensive credit of 136.3 million yuan from the bank after the expiration of the above loans and e-communication. In addition, Caofeidian heavy industry plans to apply for a comprehensive credit of 86.4 million yuan from the bank. The company provides guarantee to the bank for the above comprehensive credit.
According to the resolutions of the eighth interim meeting of the Fourth Board of directors and the sixth interim meeting of the Fourth Board of supervisors, the company provided guarantee for the bank credit of 80 million yuan for heavy industrial machinery, of which 50 million yuan of bank credit expired on October 11, 2022 and 30 million yuan of Bank credit expired on December 31, 2022. According to the project it undertakes, heavy industry machinery plans to continue to apply for comprehensive credit from the bank after the expiration of the above bank credit, with a line of no more than 80 million yuan. The company provides guarantee to the bank for the above comprehensive credit.
According to the resolution of the 2020 annual general meeting of shareholders, the company provided guarantee for the bank credit of Wuhan Huadian 50 million yuan, of which the bank credit of 50 million yuan expired on August 27, 2022. According to the project undertaken by Wuhan Huadian, it plans to continue to apply for comprehensive credit from the bank after the expiration of the above bank credit, with a line of no more than 50 million yuan. The company provides guarantee to the bank for the above comprehensive credit.
The company held the sixth meeting of the Fourth Board of directors and the sixth meeting of the Fourth Board of supervisors on April 21, 2022, The proposal on providing guarantee for the bank credit of 222.7 million yuan for the wholly-owned subsidiary Huadian Caofeidian heavy industry equipment Co., Ltd., the proposal on providing guarantee for the bank credit of 80 million yuan for the wholly-owned subsidiary Huadian Heavy Industries Co.Ltd(601226) Machinery Co., Ltd. and the proposal on providing guarantee for the bank credit of 50 million yuan for the wholly-owned subsidiary Wuhan Huadian Engineering Equipment Co., Ltd. were reviewed and approved, and the above guarantee matters were agreed. Independent directors express their independent opinions on the above guarantee matters. As the asset liability ratio of Caofeidian heavy industry and Wuhan Huadian exceeds 70%, the company's guarantee for Caofeidian heavy industry's 222.7 million yuan bank credit and Wuhan Huadian's 50 million yuan bank credit need to be deliberated and approved by the company's 2021 annual general meeting of shareholders.
2、 Basic information of the guaranteed
(I) Caofeidian heavy industry
Caofeidian heavy industry, established on May 20, 2009, with legal representative Bai Jianming and registered capital of 362 million yuan, is a wholly-owned subsidiary of the company. Its domicile and business address are on the south side of Binhai Road, Caofeidian equipment manufacturing park, Caofeidian area, China (Hebei) pilot free trade zone. Its business scope includes large and medium-sized thermal power, hydropower, wind power, nuclear power, coal, petroleum, chemical industry, natural gas, port, transportation, municipal administration, metallurgy, building materials Design, manufacture, installation and commissioning of equipment, bulk material transportation system, pipeline engineering, construction machinery, hoisting machinery and steel structure in marine engineering and grain industry, as well as design, construction and general contracting of related projects, technical consultation and technical services, supply of accessories and import and export of goods; Rental of self owned houses; Ship leasing; Road transportation of ordinary goods; Maintenance of port facilities, equipment and machinery; Provide wharf facilities for ships; Provide cargo handling services in the port area; Port facility leasing services. The main business is the production and manufacturing of large-scale material conveying equipment and wind power equipment.
According to the audit, as of December 31, 2021, the total assets of Caofeidian heavy industry were 13490211 million yuan, the net assets were 3868589 million yuan, and the asset liability ratio was 71.32%; In 2021, the operating revenue was 10282795 million yuan and the net profit was 4.059 million yuan.
As of March 31, 2022, Caofeidian heavy industry has total assets of 1384877200 yuan, net assets of 377717100 yuan and asset liability ratio of 72.73%; From January to March 2022, the operating income was 1166372 million yuan and the net profit was -9.3142 million yuan (Unaudited).
Caofeidian heavy industry is a wholly-owned subsidiary of the company. According to the relevant regulatory rules and the articles of association, this guarantee is not a related party transaction.
(II) heavy industry machinery
Heavy industry machinery, established on April 9, 2004, with legal representative Qi Bingsheng and registered capital of 22 million yuan, is a wholly-owned subsidiary of the company. Its domicile and business location are No. 8 Jingshun Road, Beichen Science and Technology Park, Beichen District, Tianjin. Its business scope is the manufacturing of special equipment; Installation, transformation and repair of special equipment; Road cargo transportation (excluding dangerous goods); Various engineering construction activities.
(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 documents or licenses of relevant departments) general projects: metal structure manufacturing; Manufacturing of synthetic materials (excluding hazardous chemicals); Manufacturing of special electronic materials; Manufacturing of new membrane materials; Generator and generator set manufacturing; Sales of special equipment; Metal structure sales; Sales of synthetic materials; Sales of electronic special materials; Sales of new membrane materials; Sales of generators and generator sets; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Industrial design services; General mechanical equipment installation services; Research and development of emerging energy technologies; Research and development of new material technology; Research and development of special electronic materials. (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). The main business is the production and manufacturing of high-end steel structure products.
According to the audit, as of December 31, 2021, the total assets of heavy industry machinery were 808059700 yuan, the net assets were 357680100 yuan, and the asset liability ratio was 55.74%; In 2021, the company realized an operating revenue of 61314300 yuan and a net profit of 270088 million yuan.
As of March 31, 2022, the total assets of heavy industry machinery were 8678169 million yuan, the net assets were 3678293 million yuan, and the asset liability ratio was 57.61%; From January to March 2022, the operating revenue was 138499500 yuan and the net profit was 9785200 yuan (Unaudited).
Heavy industry machinery is a wholly-owned subsidiary of the company. According to the relevant regulatory rules and the articles of association, this guarantee is not a related party transaction.
(III) Huadian Wuhan
Wuhan Huadian, established on December 1, 2010, is a wholly-owned subsidiary of the company with its legal representative Qi Bingsheng and a registered capital of 50 million yuan. The domicile and business location are No. 1 Chuangye Avenue, Gedian Development Zone, Hubei Province. The business scope includes project contracting in energy, environmental protection, water conservancy, mining and transportation industries and R & D, manufacturing and technical consulting of relevant equipment; Design and manufacture of metal structure products; Raw material Trade and import and export business related to the above business (except for goods and technologies limited or prohibited by the state). (if the state has special regulations requiring approval, it must operate with relevant approval documents or licenses). The main business is the production and manufacturing of high-end steel structure products.
According to the audit, as of December 31, 2021, Wuhan Huadian had total assets of 7196049 million yuan, net assets of 1709912 million yuan and asset liability ratio of 76.24%; In 2021, the company realized an operating revenue of 8771401 million yuan and a net profit of 380252 million yuan.
As of March 31, 2022, Wuhan Huadian had total assets of 686111000 yuan, net assets of 177421300 yuan and asset liability ratio of 74.14%; From January to March 2022, the operating revenue was 255118900 yuan and the net profit was 6267600 yuan (Unaudited).
Wuhan Huadian is a wholly-owned subsidiary of the company. According to the relevant regulatory rules and the articles of association, this guarantee is not a related party transaction.
3、 Main contents of guarantee scheme
(I) the company provides guarantee for the credit extension of Caofeidian heavy industry bank
Guarantor: Huadian Heavy Industries Co.Ltd(601226)
Guarantor: Huadian Caofeidian heavy industry equipment Co., Ltd
Guarantee amount: 222.7 million yuan
Guarantee period: consistent with the comprehensive credit period of the bank
Guarantee agreement: in addition to the above guarantee contents, the rights and obligations of the guarantee parties and other agreements shall be negotiated and determined by the company, Caofeidian heavy industry and the bank in accordance with the market principles.
(II) the company provides guarantee for the bank credit of heavy industry machinery
Guarantor: Huadian Heavy Industries Co.Ltd(601226)
Guaranteed: Huadian Heavy Industries Co.Ltd(601226) Machinery Co., Ltd
Guarantee amount: 80 million yuan
Guarantee period: consistent with the comprehensive credit period of the bank
Guarantee agreement: in addition to the above guarantee contents, the rights and obligations of the guarantee parties and other agreements shall be negotiated and determined by the company, heavy industry machinery, bank and other three parties in accordance with market principles.
(III) the company provides guarantee for the credit extension of Wuhan Huadian bank
Guarantor: Huadian Heavy Industries Co.Ltd(601226)
Guarantor: Wuhan Huadian Engineering Equipment Co., Ltd
Guarantee amount: 50 million yuan
Guarantee period: consistent with the comprehensive credit period of the bank
Guarantee agreement: in addition to the above guarantee contents, the rights and obligations of the guarantee parties and other agreements shall be negotiated and determined by the company, Wuhan Huadian and the bank in accordance with the market principles.
4、 Opinions of the board of directors and independent directors
Opinions of the board of directors:
The guarantee provided by the company for the bank credit of the wholly-owned subsidiary can effectively reduce the financing cost of the wholly-owned subsidiary, is conducive to the production and operation and project implementation of the wholly-owned subsidiary, is conducive to improving the overall economic benefits of the company, and is in line with the interests of the company and all shareholders.
The total amount of guarantee provided for the bank credit of the wholly-owned subsidiary is 352.7 million yuan, accounting for 8.87% of the company's latest audited net assets, which will not have a significant adverse impact on the company's future financial status and operating results. In addition, Caofeidian heavy industry, heavy industry machinery and Wuhan Huadian are in stable operation, and their income and profits can be used to repay the loan.
Opinions of independent directors:
Independent opinion on the company's guarantee for Caofeidian heavy industry's 222.7 million yuan bank credit: "the company guarantees the wholly-owned subsidiary Huadian Caofeidian heavy industry equipment Co., Ltd. (hereinafter referred to as" Caofeidian heavy industry ") to apply for 222.7 million yuan bank comprehensive credit, which can effectively reduce its financing cost, alleviate its capital pressure, ensure that it can better complete its business plan in 2022, and is also conducive to the company's sustainability, stability Healthy development is in line with the overall interests of the company. The guarantee provided by the company to Caofeidian heavy industry will not damage the rights and interests of the company and shareholders. The decision-making and voting procedures of this guarantee are legal and effective. We unanimously agree to this guarantee and agree to submit relevant proposals to the 2021 annual general meeting of shareholders of the company for deliberation. "
Independent opinion on the company's guarantee for the bank credit of RMB 80 million for heavy industry machinery: "the company's guarantee for the wholly-owned subsidiary Huadian Heavy Industries Co.Ltd(601226) Machinery Co., Ltd. (hereinafter referred to as" heavy industry machinery ") to apply for a comprehensive bank credit of RMB 80 million can effectively solve its capital demand, alleviate its capital pressure and ensure that it can better complete its business plan in 2022. At the same time, it is also conducive to the sustainability, stability and Healthy development is in line with the overall interests of the company. The guarantee provided by the company for heavy industrial machinery will not damage the rights and interests of the company and shareholders. The decision-making and voting procedures of this guarantee are legal and effective, and we unanimously agree on this guarantee. "
Independent opinion on the company's guarantee for Wuhan Huadian 50 million yuan bank credit: "the company guarantees the wholly-owned subsidiary Wuhan Huadian Engineering Equipment Co., Ltd. (hereinafter referred to as" Wuhan Huadian ") to apply for 50 million yuan bank comprehensive credit, which can effectively solve its capital demand, alleviate its capital pressure and ensure its better completion of the 2022 business plan. At the same time, it is also conducive to the company's sustainability, stability Healthy development is in line with the overall interests of the company. The guarantee provided by the company to Wuhan Huadian will not damage the rights and interests of the company and its shareholders. The decision-making and voting procedures of this guarantee are legal and effective. We unanimously agree to this guarantee and agree to submit relevant proposals to the 2021 annual general meeting of shareholders of the company for deliberation. "
5、 Cumulative external guarantee quantity
