Securities code: Beijing Dabeinong Technology Group Co.Ltd(002385) securities abbreviation: Beijing Dabeinong Technology Group Co.Ltd(002385) No.: 2022039
Beijing Dabeinong Technology Group Co.Ltd(002385)
Announcement on the estimated guarantee amount of the company and its holding 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.
Beijing Dabeinong Technology Group Co.Ltd(002385) (hereinafter referred to as “the company”) convened the 35th meeting of the 5th board of directors on April 21, 2022, deliberated and adopted the proposal on the prediction of guarantee amount of the company and its holding subsidiaries, with the specific contents as follows:
In accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, in combination with the requirements of the company’s external guarantee management system and the business development needs of the company and its holding subsidiaries, the company plans to agree that the company and its subsidiaries within the scope of the consolidated statements (including newly established or incorporated subsidiaries within the authorization period) provide guarantees for their own debts The total amount of guarantee provided by the company to the holding subsidiaries, guarantee provided by the holding subsidiaries to the parent company and mutual guarantee between the holding subsidiaries shall not exceed 14 billion yuan. The specific amount of the guarantee provided by the company and its subsidiaries within the scope of the consolidated statements for their own debts, the guarantee provided by the company for the holding subsidiaries, the guarantee provided by the holding subsidiaries for the parent company, and the mutual guarantee between the holding subsidiaries shall be distributed and adjusted according to the actual situation within the above limit. The company intends to agree to authorize the chairman of the company or relevant business leaders to organize the implementation and sign relevant agreements within the above limit. The above amount can be recycled, that is, the total guarantee amount at any time point shall not exceed RMB 14 billion. The validity period is from the date of adoption of the company’s 2021 annual general meeting to the date of holding the 2022 annual general meeting.
According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, the proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Overview of guarantee
On April 21, 2021 and may 13, 2021, the 17th meeting of the 5th board of directors and the 2020 annual general meeting of shareholders of the company deliberated and approved the proposal on the prediction of the guarantee amount of the company and its holding subsidiaries, agreeing that the company and its subsidiaries within the scope of consolidated statements (including newly established or included subsidiaries within the authorization period) provide guarantee for their own debts, and the company provides guarantee for its holding subsidiaries The total amount of guarantee provided by the holding subsidiaries for the parent company and mutual guarantee between the holding subsidiaries shall not exceed RMB 11.5 billion. The specific amount can be allocated and adjusted according to the actual situation within the above limit. The company agrees to authorize the chairman or relevant business leaders to organize the implementation and sign relevant agreements within the above limit. The above amount can be recycled, that is, the total guarantee amount at any time point shall not exceed RMB 11.5 billion. See the announcement on cninfo.com (Announcement No.: 2021044) for details.
With the increasing business volume of the company and its holding subsidiaries and the increasing demand for funds in daily business activities, in order to ensure the daily production and operation needs of the company and its holding subsidiaries, the company plans to agree that the company and its holding subsidiaries (including newly established or incorporated subsidiaries within the authorization period) apply for credit or other performance obligations from business related parties (including but not limited to banks, financial institutions and suppliers), The total amount of guarantee provided by the company and its holding subsidiaries shall not exceed 14 billion yuan, and the amount can be recycled, that is, the total amount of guarantee at any point in time shall not exceed 14 billion yuan. The above guarantees include but are not limited to the guarantee provided by the company and its holding subsidiaries (including newly established or incorporated subsidiaries within the authorization period) for their own debts, the guarantee provided by the company for the holding subsidiaries, the guarantee provided by the holding subsidiaries for the parent company, and the mutual guarantee between the holding subsidiaries. The scope of guarantee includes but is not limited to applying for bank loans, financial leasing, purchase performance guarantee and other financing businesses, and the guarantee methods include but are not limited to joint and several liability guarantee, mortgage / pledge guarantee and other methods. Of which:
Guarantee amount provided by the guaranteed person
Companies with asset liability ratio less than 70% (including subsidiaries) shall not exceed 11.5 billion yuan
Companies with asset liability ratio higher than 70% (including subsidiaries) shall not exceed 2.5 billion yuan
Total no more than 14 billion yuan
Note: ○ 1 if the actual guarantee amount of companies (including subsidiaries) with asset liability ratio higher than 70% is less than 2.5 billion yuan, the remaining amount of this item can be used to provide guarantee for companies (including subsidiaries) with asset liability ratio lower than 70%.
○ 2 the specific amount of guarantee provided by the company and its holding subsidiaries can be allocated and adjusted according to the actual situation within the above limit.
○ 3 the actual guarantee amount shall be determined based on the actual financing activities, and the relevant guarantee matters shall be subject to the officially signed guarantee agreement.
④ At the same time, it is proposed to authorize the chairman of the board of directors or relevant business leaders of the company to organize the implementation and sign relevant agreements within the above limit. The authorization period is from the date of adoption of the company’s 2021 annual general meeting to the date of holding the 2022 annual general meeting.
The above 14 billion yuan guarantee amount includes the extension or renewal of new guarantee and original guarantee
On May 13, 2021, the company deliberated and approved the proposal on the prediction of the guarantee amount of the company and its holding subsidiaries at the 2020 annual general meeting of shareholders. The guarantees that have come into force and are being implemented within the scope of the proposal will be included in the scope of the amount described in the proposal and continue to occupy the above-mentioned guarantee amount of RMB 14 billion until the performance and expiration of the guarantee period. The guarantee otherwise decided by the general meeting of shareholders and the board of directors of the company or the guarantee that has been fulfilled and has expired will no longer occupy the above authorized amount.
2、 Basic information of the guaranteed
The external guarantee objects of the company are not within the scope of external guarantee of the company. The basic information is as follows:
1. See Annex 1 for the basic information of units with asset liability ratio less than 70% (unit: RMB 10000). 2. See Annex 2 for the information of units with asset liability ratio higher than 70% (unit: RMB 10000).
3. See Annex 3 for the financial information of the guaranteed (unit: RMB 10000).
3、 Main contents of guarantee matters
This guarantee is an authorized matter to be guaranteed. The actual guarantee amount is determined based on the actual financing activities of the company and its subsidiaries, and the relevant guarantee matters are subject to the officially signed guarantee agreement. The term and amount of each guarantee shall be determined according to the contracts signed by the company, subsidiaries, banks and other financial institutions and suppliers, and the final actual total guarantee will not exceed the guarantee amount granted this time.
4、 Opinions of the board of directors
The board of Directors believes that: the guarantee provided by the company and its holding subsidiaries (including newly established or incorporated subsidiaries within the authorization period) for their own debts, the guarantee provided by the company for its subsidiaries, the guarantee provided by the holding subsidiaries for the parent company and the mutual guarantee between the holding subsidiaries are in line with the actual needs of the company’s operation and development, the risk is controllable, the decision-making process is in line with the provisions of relevant laws and regulations, and there is no damage to the interests of the company and shareholders. Therefore, we agree that the company and its holding subsidiaries (including newly established or incorporated subsidiaries within the authorization period) provide guarantee for their own debts, the company provides guarantee for subsidiaries, the holding subsidiaries provide guarantee for the parent company, and the total amount of mutual guarantee between holding subsidiaries shall not exceed RMB 14 billion, and agree to submit it to the annual general meeting of shareholders of the company for deliberation.
5、 Opinions of independent directors
The company and its holding subsidiaries (including the newly established or incorporated subsidiaries within the authorization period) provide guarantees for their own debts, the company provides guarantees for subsidiaries, the holding subsidiaries provide guarantees for the parent company, and the holding subsidiaries provide mutual guarantees, which meets the actual needs of the company’s business development, the risks are controllable, the decision-making procedures comply with the provisions of relevant laws and regulations, and there is no damage to the interests of the company and shareholders. Therefore, we agree that the company and its holding subsidiaries (including newly established or incorporated subsidiaries within the authorization period) provide guarantee for their own debts, the company provides guarantee for subsidiaries, the holding subsidiaries provide guarantee for the parent company, and the total amount of mutual guarantee between holding subsidiaries shall not exceed RMB 14 billion, and agree to submit it to the annual general meeting of shareholders of the company for deliberation.
6、 Accumulated external guarantees and overdue guarantees
As of the date of this announcement, the cumulative external guarantee amount deliberated and approved by the board of directors / general meeting of shareholders of the company does not exceed 16064140600 yuan (including the mutual guarantee amount between the company and its holding subsidiaries does not exceed 11.5 billion yuan), accounting for 149.61% of the company’s latest audited net assets (calculated according to the company’s audited consolidated net assets attributable to shareholders of listed companies at the end of 2021), The actual guarantee balance of the company is RMB 4798200000 (including the guarantee of other companies). The actual guarantee balance for the company and its holding subsidiaries is 82472133 million yuan.
As of the date of this announcement, the cumulative overdue amount of the company’s guarantee to its subsidiaries is RMB 10000, and the external overdue guarantee amount of the subsidiaries that have not eliminated the guarantee liability is RMB 348451 million.
7、 Documents for future reference
1. Resolutions of the 35th meeting of the 5th board of directors;
2. Special instructions and independent opinions of independent directors on matters related to the 35th meeting of the Fifth Board of directors of the company.
It is hereby announced.
Beijing Dabeinong Technology Group Co.Ltd(002385) board of directors April 22, 2022
Annex 1:
No. after conversion, the unit holds the registered capital at the time of establishment (10000 yuan, registered address, legal business scope, proportion of shares with negative authorized guarantee amount) (yuan) (provincial and municipal) table debt ratio (10000 yuan)
Technology development, technical services, technical consultation and technology transfer; Animal husbandry and veterinary science research
Test and development; Technical development of animal nutrition and health products; Agricultural information technology development and service
Service; Sales of feed; Export the feed and animal nutrition and health products produced by the enterprise; Import book
Raw and auxiliary materials, mechanical equipment, instruments and spare parts required by Beijing Beijing Dabeinong Technology Group Co.Ltd(002385) science and technology enterprises for production and scientific research;
1 Group Co., Ltd. 1994 / 10 / 1841953295 Beijing Haidian shaogenhuo sells veterinary drugs (it is strictly prohibited to sell veterinary preventive biological products); Feed processing (limited to 35.62% 1 Shanghai Pudong Development Bank Co.Ltd(600000) 0 branch companies); Operate telecommunications business. (the enterprise shall choose its own business items and carry out business operation according to law
Activities; The operation of telecommunications business and projects subject to approval according to law shall be approved by relevant departments
Carry out business activities in accordance with the approved contents; It is not allowed to engage in industries prohibited or restricted by the industrial policies of this Municipality
Business activities of the project.)
Production and sales: livestock and poultry feed, livestock and poultry products and meat products; Livestock, poultry and improved breed breeding
Hebei Beijing Dabeinong Technology Group Co.Ltd(002385)
