Securities code: 002047 securities abbreviation: Shenzhen Bauing Construction Holding Group Co.Ltd(002047) Announcement No.: 2022-003 Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
Announcement on providing guarantee for 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
The proposal of the 10th annual general meeting of the board of directors of the company and the 7th annual general meeting of the subsidiary of the company (hereinafter referred to as “the 7th Meeting of the board of directors”) on 202041}, 202041} were held on July 26, 202041, 202041 respectively, It is agreed that the company and its wholly-owned subsidiaries provide a guarantee for the financing of the company and its wholly-owned subsidiaries to financial institutions with an accumulated amount of no more than 15 billion yuan, including new guarantee, original stock guarantee and renewal of original stock guarantee when due, The validity period of the above guarantee limit is from the date of deliberation and approval of the company’s 2020 annual general meeting to the date of holding the company’s 2021 annual general meeting. The details are as follows:
The shareholding ratio of the guarantor to the guaranteed party the newly increased guarantee amount this time (RMB 100 million)
Shenzhen Bauing Construction Holding Group Co.Ltd(002047) 100% of wholly-owned subsidiaries with asset liability ratio below 70% 115
Shenzhen Bauing Construction Holding Group Co.Ltd(002047) 100% of wholly-owned subsidiaries with asset liability ratio of more than 70% 30
Shenzhen Bauing Construction Holding Group Co.Ltd(002047) Shenzhen Bauing Construction Holding Group Co.Ltd(002047) – 5
Wholly owned subsidiary
Note: the asset liability ratio shown in this table is subject to the higher of the audited financial statements of the guaranteed party in the latest year or the latest financial statements.
The general meeting of shareholders of the company authorizes the management of the company to allocate the guarantee amount between the company and its wholly-owned subsidiaries, and between the wholly-owned subsidiaries and wholly-owned subsidiaries according to the actual business needs. It can also allocate the guarantee amount to the newly established wholly-owned subsidiaries. The guarantee amount shall not be adjusted beyond the standard of asset liability ratio exceeding 70%, and handle relevant procedures within the scope of the above total amount. For details, please refer to securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo.com on April 28, 2021 and May 20, 2021 respectively（ http://www.cn.info.com.cn. ）The announcement on financing and providing guarantees to financial institutions in 2021 (Announcement No.: 2021-032) and the announcement on resolutions of the general meeting of shareholders in 2020 (Announcement No.: 2021-046) disclosed.
Recently, the company and Hua Xia Bank Co.Limited(600015) Shenzhen Branch (hereinafter referred to as ” Hua Xia Bank Co.Limited(600015) “) signed the maximum guarantee contract and the maximum mortgage contract in Shenzhen. The company provided guarantee for the financing amount applied by the wholly-owned subsidiary Shenzhen BAOYING Construction Group Co., Ltd. (hereinafter referred to as “BAOYING construction”) to Hua Xia Bank Co.Limited(600015) , The maximum amount of guaranteed creditor’s rights is RMB 800 million only; At the same time, within the limit of the above maximum amount of creditor’s rights, the company provides balance mortgage guarantee to Hua Xia Bank Co.Limited(600015) with the use right of state-owned construction land located in Yuehai street, Nanshan District, Shenzhen (parcel No.: t107-0089, accounting for 34.3678% of the company’s equity).
Before this guarantee, the company’s guarantee balance for BAOYING construction (provided and still within the guarantee period) was 3217739500 yuan, the used guarantee amount for BAOYING construction was 5860 million yuan, and the available guarantee amount was 5640 million yuan; After this guarantee is provided, the company’s guarantee balance for BAOYING construction (provided and still within the guarantee period) is 3217739500 yuan, the used guarantee amount for BAOYING construction is 5860 million yuan, and the available guarantee amount is 5640 million yuan. The asset liability ratio of Baoying construction is less than 70% (subject to the audited financial statements of Baoying construction in the latest year or the data in the latest financial statements, whichever is higher). This guarantee line is within the scope of the company’s guarantee credit line for wholly-owned subsidiaries with asset liability ratio less than 70%.
2、 Basic information of the guaranteed party
1. Name: Shenzhen BAOYING Construction Group Co., Ltd
2. Unified social credit Code: 91440300192264106h
3. Legal representative: Xue Yidong
4. Company domicile: No. 107c, building F1, East Industrial Zone, overseas Chinese town, Shahe street, Nanshan District, Shenzhen
5. Registered capital: 150 million yuan
6. Enterprise type: joint stock limited company (unlisted)
7. Date of establishment: April 11, 1994
8. Business scope: the general business project is to undertake the design and construction of indoor and outdoor decoration projects of various buildings (including cars, ships and aircraft); Design, fabrication, installation and construction of curtain wall works of various types of buildings; Undertake the design and construction of building intelligence and fire-fighting facilities for public and civil construction projects; Undertake the installation and construction of electromechanical equipment, metal doors and windows and steel structure works of public and civil construction projects; Design and installation of furniture and wood products; Sales and installation of building decoration stone materials; Architectural decoration design consulting; The design, R & D and sales of new building decoration materials (the above items do not include the projects that need to be submitted for approval according to laws, administrative regulations and decisions of the State Council, and can be operated only after obtaining the qualification license of relevant competent departments); Wholesale and sales of building materials; Wholesale, sales and leasing of mechanical equipment, hardware products and electronic products (excluding financial leasing activities); Sales of non-ferrous metal materials and metal products; China trade; Invest and set up industries (specific projects will be reported separately). The licensed business items are the sales of class II and class III medical devices. 9. Main financial data: as of December 31, 2020, Baoying construction had total assets of RMB 11712593500, total liabilities of RMB 7792648500, net assets of RMB 391994.50, operating income of RMB 5876.7463 million, total profit of RMB 254.3115 million and net profit of RMB 214.4685 million in 2020 (the above data have been audited);
As of September 30, 2021, Baoying construction had total assets of RMB 12301.7081 million, total liabilities of RMB 8350.6076 million and net assets of RMB 3951.1005 million. From January to September 2021, it realized operating revenue of RMB 3520.9653 million, total profit of RMB 17.025 million and net profit of RMB 14.4197 million (the above data are not audited).
10. Equity structure: the company directly holds 99.89% of its equity, and holds 0.11% of its equity through Shenzhen BAOYING Smart City Technology Development Co., Ltd., a wholly-owned subsidiary of the company. BAOYING construction is a wholly-owned subsidiary of the company.
11. Latest credit rating status: no external rating.
12. Performance capability: BAOYING construction is a wholly-owned subsidiary of the company and is not a dishonest executee.
3、 Main contents of guarantee (I) main contents of maximum guarantee contract
1. Guarantor: Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
2. Debtor: Shenzhen BAOYING Construction Group Co., Ltd
3. Creditor: Hua Xia Bank Co.Limited(600015) Shenzhen Branch
4. Maximum amount of guaranteed creditor’s rights: RMB 800 million only
5. Guarantee mode: joint and several liability guarantee
6. Guarantee scope: principal, interest, overdue interest, default interest, compound interest, liquidated damages, damages, exchange rate losses (related losses caused by exchange rate changes), appraisal fees, evaluation fees, auction fees, litigation fees, arbitration fees, notarization fees Attorney fees and other reasonable expenses incurred by the creditor to realize its creditor’s rights, as well as all other expenses payable by the main contract 1 debtor.
7. Guarantee period: (1) the guarantee period for the guarantor to undertake the guarantee liability is three years, and the starting date is determined as follows:
1) When the expiration date of the performance period of any debt is earlier than or equal to the determination date of the secured creditor’s right, the starting date of the guarantee period during which the guarantor assumes guarantee liability for the debt shall be the determination date of the secured creditor’s right;
2) When the expiration date of the performance period of any debt is later than the determination date of the secured creditor’s right, the starting date of the guarantee period for which the guarantor is liable for the debt shall be the expiration date of the performance period of the debt. (2) The “maturity date of debt performance” mentioned in the preceding paragraph includes the maturity date of each debt when the debtor of the main contract pays off the debt in installments; It also includes the date when the creditor announces the early maturity of the debt under the main contract in accordance with the law or the main contract. (3) If the business under the main contract is letter of credit, bank acceptance bill, letter of guarantee and delivery guarantee, the date of advance shall be regarded as the expiration date of the performance period of the debt. (II) main contents of maximum mortgage contract
1. Mortgagor: Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
2. Mortgagee: Hua Xia Bank Co.Limited(600015) Shenzhen Branch
3. Maximum amount of guaranteed creditor’s rights: RMB 800 million only
4. Scope of mortgage guarantee: principal, interest, overdue interest, default interest, compound interest, liquidated damages, damages, exchange rate losses (related losses caused by exchange rate changes), appraisal fees, evaluation fees, auction fees, legal fees, arbitration fees, notarization fees, lawyer fees, etc. the mortgagee realizes the mortgage The reasonable expenses incurred in realizing the creditor’s rights and the expenses payable by all other main contract debtors.
5、 The mortgaged assets are as follows: (1) name of mortgaged assets: state-owned construction land use right (parcel No.: t107-0089) (2) real estate ownership certificate and No.: Yue (2021) Shenzhen real estate No. 0093488 (3) location of mortgaged assets: Yuehai street, Nanshan District, Shenzhen (4) area of land use right: 4808.17 square meters (5) Co owners of the right to use mortgaged assets: the company holds 34.3678% of the mortgaged assets, and Shenzhen Construction Engineering Group Co., Ltd. holds 65.6322% of the mortgaged assets. 1 refers to the maximum financing contract [sz03 (financing) 20210031] signed between Hua Xia Bank Co.Limited(600015) and BAOYING construction, which together with the specific business contracts under it constitute the main contract.
(6) The company provides mortgage guarantee with 34.3678% equity of the above assets (as of December 31, 2020, the book value of this part of mortgaged assets is 240.2567 million yuan). Except for this mortgage, there are no major disputes, lawsuits or arbitration involving the above assets, and there are no judicial coercive measures such as seizure, seizure and freezing.
4、 Opinions of the board of directors
This guarantee complies with the provisions of the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120) and other laws and regulations, the provisions of the articles of association and the management system of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) external guarantee, and is to further support the needs of the company and its wholly-owned subsidiaries for business development funds, It is agreed that the company and its wholly-owned subsidiaries shall provide a guarantee of no more than RMB 15 billion for the financing of the company and its wholly-owned subsidiaries to financial institutions. The guarantee amount includes new guarantee, original stock guarantee and renewal of original stock guarantee when due. The validity period of the above guarantee limit is from the date of deliberation and approval of the company’s 2020 annual general meeting to the date of holding the company’s 2021 annual general meeting.
The guaranteed objects are the company and its wholly-owned subsidiaries. The business activities of all parties have been incorporated into the unified management of the company. At present, each guaranteed party is in good operation and has the ability to repay debts. The financial risk of providing guarantee is within the controllable range. This guarantee does not involve counter guarantee and will not affect the sustainable operation ability of the company. The board of directors requests the general meeting of shareholders to authorize the management of the company to allocate the guarantee amount between the company and its wholly-owned subsidiaries, between wholly-owned subsidiaries and wholly-owned subsidiaries according to the actual business needs, or to allocate the guarantee amount to the newly established wholly-owned subsidiaries, and go through relevant procedures within the above total amount, The specific guarantee period and guarantee method of each guarantee shall be subject to the relevant guarantee agreement signed between the company and its wholly-owned subsidiaries and financial institutions. 5、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the guarantee amount approved by the company is RMB 15 billion. The total amount of this guarantee is RMB 800 million. After this guarantee is provided, the amount of guarantee used by the company and its holding subsidiaries is RMB 6210 million; The external guarantee balance of the company and its holding subsidiaries was 3285.7877 million yuan, accounting for 78.59% of the company’s audited net assets attributable to shareholders of Listed Companies in 2020; The company and its holding subsidiaries did not provide guarantees for units outside the scope of the consolidated statements.
The company and its holding subsidiaries have no overdue external guarantees, nor have they provided guarantees for controlling shareholders, actual controllers and their related parties.
6、 Documents for future reference
1. Resolutions of the 10th meeting of the 7th board of directors;
2. Resolutions of the general meeting of shareholders in 2020;
3. Maximum guarantee contract [sz03 (high guarantee) 20210031-11];
4. Maximum amount mortgage contract [sz03 (maximum amount) 20210031-21];
5. Maximum amount financing contract [sz03 (financing) 20210031].
It is hereby announced.
Shenzhen Bauing Construction Holding Group Co.Ltd(002047) board of directors
January 12, 2022
