Securities code: 300121 securities abbreviation: Shandong Yanggu Huatai Chemical Co.Ltd(300121) Announcement No.: 2022-003 Shandong Yanggu Huatai Chemical Co.Ltd(300121)
About continuing to cooperate with Shandong gufengyuan Biotechnology Group Co., Ltd
Announcement of signing mutual insurance agreement
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 mutual insurance
(I) basic information
Shandong Yanggu Huatai Chemical Co.Ltd(300121) (hereinafter referred to as “the company”) deliberated and approved the proposal on continuing to sign a mutual insurance agreement with Shandong gufengyuan Biotechnology Group Co., Ltd. at the 13th meeting of the Fourth Board of directors held on December 12, 2019 and the first extraordinary general meeting of 2019 held on December 30, 2019, and signed a mutual insurance agreement after deliberation, It is agreed with Shandong gufengyuan Biotechnology Group Co., Ltd. (hereinafter referred to as “gufengyuan”) to provide guarantee for working capital loans, bank acceptances and other credit businesses handled by the opposite party to the bank with an accumulated amount of no more than 105 million yuan and a maximum period of no more than 1 year for a single business within the validity period of the agreement, which shall be subject to the relevant agreements signed between the two parties and the bank, Valid for one year. At the same time, both parties agree that the guarantee balance provided by both parties to the other party shall not exceed RMB 76.8 million at any time point during the mutual insurance period. For the guarantee provided by the above company for Gu Fengyuan, Gu Fengyuan’s controlling shareholder Zhu Bingchen and his spouse LV Yang, Zhu Peifeng, the son of Zhu Bingchen and his spouse Wang Jing, and Shandong baianrui Biological Pharmaceutical Co., Ltd., controlled by Zhu Peifeng, will provide joint and several liability counter guarantee to the company. For details of the announcement on continuing to sign a mutual insurance agreement with Shandong gufengyuan Biotechnology Group Co., Ltd., see the announcement disclosed on the designated information disclosure website cninfo.com on December 13, 2019 (Announcement No.: 2019-117).
Within the guarantee scope of the above mutual guarantee agreement, on February 29, 2020, the company signed the guarantee contract with Yanggu sub branch of China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd., which agreed to provide joint and several liability guarantee for the liabilities of RMB 10 million formed by the working capital loan contract signed by Gu Fengyuan and Yanggu sub branch of China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. For details, see the progress announcement on mutual guarantee with Shandong gufengyuan Biotechnology Group Co., Ltd. (Announcement No.: 2020-024) disclosed on cninfo.com on March 12, 2020. It was deliberated and adopted at the 23rd Meeting of the Fourth Board of directors held on March 9, 2021 The proposal on continuing to sign a mutual insurance agreement with Shandong gufengyuan Biotechnology Group Co., Ltd. and signed a mutual insurance agreement after deliberation, which agreed with gufengyuan, The company provided guarantee for the extension of 10 million yuan loan of Gu Fengyuan in Industrial And Commercial Bank Of China Limited(601398) Yanggu sub branch and the repayment of 27 million yuan of three loans (13 million yuan, 8 million yuan and 6 million yuan respectively) in Qilu Bank Co.Ltd(601665) Liaocheng Yanggu sub branch. Meanwhile, Gu Fengyuan promised to repay the bank loan principal guaranteed by the company at least 10 million yuan before December 31, 2021, and control the total guarantee amount of the company to Gu Fengyuan below 56.5 million yuan. For the guarantee provided by the above company for Gu Fengyuan, Gu Fengyuan’s controlling shareholder Zhu Bingchen and his spouse LV Yang, Zhu Peifeng, the son of Zhu Bingchen and his spouse Wang Jing, and Shandong baianrui Biological Pharmaceutical Co., Ltd., controlled by Zhu Peifeng, will provide joint and several liability counter guarantee to the company. For details of the announcement on continuing to sign a mutual insurance agreement with Shandong gufengyuan Biotechnology Group Co., Ltd., see the announcement disclosed on the designated information disclosure website cninfo.com on March 10, 2021 (Announcement No.: 2021-015).
Within the guarantee scope of the above mutual insurance agreement, Gu Fengyuan signed the loan extension agreement with Industrial And Commercial Bank Of China Limited(601398) Yanggu sub branch on March 27, 2021 to extend part of the above loans in Industrial And Commercial Bank Of China Limited(601398) Yanggu sub branch, including repayment of 1 million yuan, extension amount of 9 million yuan, and the loan term was extended to February 10, 2022. The company provides joint and several liability guarantee for the above liabilities of 9 million yuan formed by gufengyuan and Industrial And Commercial Bank Of China Limited(601398) Yanggu sub branch. For details, see the progress announcement on mutual guarantee with Shandong gufengyuan Biotechnology Group Co., Ltd. (Announcement No.: 2021-019) disclosed on cninfo.com on March 31, 2021.
Since the above loan is about to expire, after friendly negotiation, both parties intend to continue to sign the mutual insurance agreement. Gu Fengyuan plans to continue to extend the loan in Industrial And Commercial Bank Of China Limited(601398) Yanggu sub branch by 9 million yuan, and the company plans to continue to provide guarantee for the extension of Gu Fengyuan’s above loan. Meanwhile, Gu Fengyuan promised to repay the bank loan principal guaranteed by the company at least 10 million yuan before December 31, 2022, and control the total guarantee amount of the company to Gu Fengyuan below 46.49 million yuan. For the guarantee provided by the above company for Gu Fengyuan, Gu Fengyuan’s controlling shareholder Zhu Bingchen and his spouse LV Yang, Zhu Peifeng, the son of Zhu Bingchen and his spouse Wang Jing, and Shandong baianrui Biological Pharmaceutical Co., Ltd., controlled by Zhu Peifeng, will provide joint and several liability counter guarantee to the company.
(II) voting of the company’s board of directors on the mutual insurance proposal
On January 11, 2022, the company held the fourth meeting of the Fifth Board of directors to consider and pass the proposal on continuing to sign mutual insurance agreement with Shandong gufengyuan Biotechnology Group Co., Ltd.
According to the articles of association and relevant laws and regulations, this external guarantee belongs to the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. The company intends to authorize the legal representative to sign (or sign one by one) relevant guarantee agreements with financial institutions from the date when the above matters are approved by the board of directors, and no separate board of directors will be held. 2、 Basic information of mutual insurance units
1. Registration information of mutual insurance unit:
Name of mutual insurance unit: Shandong gufengyuan Biotechnology Group Co., Ltd
Unified social credit Code: 913715007433511278
Type: limited liability company (invested or controlled by natural person)
Address: shizilou office, Yanggu County, Liaocheng City, Shandong Province, north of Yunhe West Road and east of West Outer Ring Road
Legal representative: Liu Dongling
Registered capital: 100 million yuan only
Date of establishment: September 12, 2002
Operating period: September 12, 2002 to long term
Business scope: production and sales of compound fertilizer, compound fertilizer, monoammonium phosphate, diammonium phosphate, mixed fertilizer, BB fertilizer, flushing fertilizer, foliar fertilizer, vegetable fertilizer, calcium superphosphate, organic fertilizer, microbial fertilizer and plastic woven bags; Biotechnology R & D, bio fertilizer R & D and technical consultation; Production and sales of water-soluble fertilizer; Agricultural technology development, consultation and training; Agricultural planting; Ecological agriculture demonstration; Production and sales of agricultural microbial agents, compound microbial fertilizers and bio organic fertilizers; Production and sales of organic-inorganic compound fertilizer, other types of compound fertilizer, slow-release fertilizer, controlled-release fertilizer, sulfur coated slow-release and controlled-release compound fertilizer, urea formaldehyde slow-release compound fertilizer, stable compound fertilizer and inorganic wrapped compound fertilizer; Fertilizer sales.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
2. Relationship between the company and Gu Fengyuan: there is no relationship, and there is no other business contact except for mutual insurance. The equity structure of gufengyuan company is as follows:
Zhu Bingchen, Zhang Lianggui, Fei sili
96.8% 2% 1.2%
Shandong gufengyuan Biotechnology Group Co., Ltd
3. Operation and credit of gufengyuan company:
According to the financial statements (Unaudited) of Gu Fengyuan on September 30, 2021 / January September 2021, the main financial data of Gu Fengyuan are as follows:
Unit: 10000 yuan
Project September 30, 2021 / January September 2021
Total assets 86370.68
Total liabilities 20525.15
Including: short term loan 16039.00
Total current liabilities 20525.15
Owner’s equity 65845.53
Asset liability ratio 23.76%
Operating income 22491.29
Total profit 550.44
Net profit 328.02
According to the enterprise credit report as of December 13, 2021 provided by Gu Fengyuan, the loan transaction balance of Gu Fengyuan is 176.47 million yuan, and there is no non-performing balance.
According to the information provided by Gu Fengyuan, up to now, the balance of Gu Fengyuan’s external guarantee is 142.2171 million yuan. According to the public inquiry information, up to now, the total amount of execution of Gu Fengyuan’s joint and several liability due to the above guarantee litigation is 78.8211 million yuan. Among them, Gu Fengyuan was sued by the bank because he provided guarantee for the loan of Shandong Dongxin Plastic Co., Ltd. in Qilu Bank Co.Ltd(601665) Liaocheng Yanggu sub branch, and the debtor failed to repay on time, resulting in Gu Fengyuan’s joint and several guarantee liability. On November 23, 2021, Gu Fengyuan was listed as a dishonest person by Yanggu County People’s court. Gu Fengyuan is listed as a dishonest executee, not his own loan default. At present Qilu Bank Co.Ltd(601665) Liaocheng Yanggu sub branch is negotiating the disposal plan with Shandong Dongxin Plastic Co., Ltd., and Gu Fengyuan has not made substantive compensation.
While the company provides guarantee for Gu Fengyuan, the controlling shareholder of Gu Fengyuan Zhu Bingchen and his spouse LV Yang, Zhu Peifeng, the son of Zhu Bingchen and his spouse Wang Jing, and Shandong baianrui Biological Pharmaceutical Co., Ltd. controlled by Zhu Peifeng also provide counter guarantee for the company. The company will pay close attention to the credit and operation of Gu Fengyuan, and plans to take measures such as gradually reducing the guarantee amount to Gu Fengyuan to further reduce the guarantee risk of the company.
3、 Main contents of mutual guarantee agreement and counter guarantee agreement
(I) main contents of mutual insurance agreement
Party A: Shandong Yanggu Huatai Chemical Co.Ltd(300121)
Party B: Shandong gufengyuan Biotechnology Group Co., Ltd
In view of the fact that both Party A and Party B have certain risk-taking capacity and have business financing needs, the following agreement is reached through friendly negotiation:
1. Whereas Party B’s 9 million yuan loan in Industrial And Commercial Bank Of China Limited(601398) Yanggu sub branch guaranteed by Party A will reach the repayment date, Party B plans to continue to extend 9 million yuan in Industrial And Commercial Bank Of China Limited(601398) Yanggu sub branch. Party A agrees to continue to provide guarantee for the above loan extension of Party B, and Party B agrees to provide guarantee for Party A’s loan in the bank within the amount of 46.49 million yuan.
2. Both parties agree that Party B shall, according to the letter of commitment, return the bank loan principal guaranteed by Party A at least 10 million yuan before December 31, 2022, and control the total guarantee amount from Party A to Party B below 46.49 million yuan. 3. Both parties agree that when one company actually provides guarantee, the other company will provide corresponding counter guarantee. 4. The agreement shall come into force after being signed and sealed by both parties and shall be valid for one year.
(II) main contents of counter guarantee agreement
Guarantor (Party A): Shandong Yanggu Huatai Chemical Co.Ltd(300121)
Counter guarantor (Party B): Zhu Bingchen, LV Yang, Zhu Peifeng, Wang Jing, Shandong baianrui Biological Pharmaceutical Co., Ltd
Whereas: in view of the 9 million yuan loan of Shandong gufengyuan Biotechnology Group Co., Ltd. in Industrial And Commercial Bank Of China Limited(601398) Yanggu sub branch guaranteed by Party A, Shandong gufengyuan Biotechnology Group Co., Ltd. plans to continue to extend 9 million yuan in Industrial And Commercial Bank Of China Limited(601398) Yanggu sub branch. Party A agrees to continue to provide guarantee for the above loan extension of Shandong gufengyuan Biotechnology Group Co., Ltd. Party B is willing to provide joint and several liability counter guarantee to Party A for the above guarantee of Party A to Shandong gufengyuan Biotechnology Group Co., Ltd. and the guarantee matters that have occurred before the signing of this Agreement. Both parties reach the counter guarantee agreement as follows:
1. The main creditor’s right of Party B’s counter guarantee is the creditor’s right of Party A to Shandong gufengyuan Biotechnology Group Co., Ltd. based on the guarantee provided by Party A for Shandong gufengyuan Biotechnology Group Co., Ltd.
2. Scope of guarantee and counter guarantee:
According to the relevant terms of the guarantee contract signed between Party A and relevant creditors, Shandong gufengyuan Biotechnology Group Co., Ltd. failed to perform the repayment obligation on schedule,
