Securities code: 600105 securities abbreviation: Jiangsu Etern Company Limited(600105) Announcement No.: pro 2022-005 bond Code: 110058 bond abbreviation: Yongding convertible bond
Jiangsu Etern Company Limited(600105) with regard to the progress announcement of mutual guarantee and connected transactions between the company and the controlling shareholder Yongding Group Co., Ltd., 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:
● name of the guaranteed: Yongding Group Co., Ltd. (hereinafter referred to as “Yongding group”), Jiangsu Etern Company Limited(600105) (hereinafter referred to as “the company”)
● the amount of this guarantee and the balance of the guarantee actually provided: the company guarantees the controlling shareholder Yongding group’s application for bank credit, with a total guarantee amount of 158 million yuan, and the balance of the guarantee actually provided by the company is 978.7 million yuan ; Yongding group provided guarantee for the company’s application for bank credit this time, with a total guarantee amount of RMB 358431200. The balance of guarantee actually provided by Yongding group for the company is RMB 2201981500 .
● whether there is counter guarantee in this guarantee: Suzhou Dingxin Real Estate Co., Ltd. (hereinafter referred to as “Dingxin real estate”) and molindi, as the actual controller, provided counter guarantee for the guarantee provided by the company for Yongding group; The guarantee provided by the controlling shareholder Yongding group for the company has no counter guarantee.
● cumulative overdue amount of external guarantee: None
● this guarantee has been deliberated by the general meeting of shareholders of the company
1、 Overview of guarantee
1. In view of the expiration of the guarantee contract signed between the company and Agricultural Bank Of China Limited(601288) Suzhou Yangtze River Delta integration Demonstration Zone Branch (hereinafter referred to as “ABC Demonstration Zone Branch”), the company continues to sign the guarantee contract with the above banks to provide joint and several liability guarantee for the controlling shareholder Yongding group to apply for 21 million yuan from ABC Demonstration Zone Branch for one month’s Bank credit; In view of the expiration of the guarantee contract signed between the company and Agricultural Bank Of China Limited(601288) Suzhou Yangtze River Delta integration Demonstration Zone Branch (hereinafter referred to as “ABC Demonstration Zone Branch”), the company continues to sign the guarantee contract with the above banks to provide joint and several liability guarantee for the controlling shareholder Yongding group to apply for RMB 40 million from ABC Demonstration Zone Branch for one-year bank credit extension; In view of the expiration of the term of the guarantee contract signed between the company and Shanghai Pudong Development Bank Co.Ltd(600000) Suzhou Branch (hereinafter referred to as ” Shanghai Pudong Development Bank Co.Ltd(600000) Suzhou Branch”), the company continues to sign the guarantee contract with the above banks to provide joint and several liability guarantee for the controlling shareholder Yongding group to apply for a bank credit of 67 million yuan to Shanghai Pudong Development Bank Co.Ltd(600000) Suzhou Branch for one year; In view of the expiration of the term of the guarantee contract signed between the company and Bank Of Suzhou Co.Ltd(002966) Wujiang sub branch (hereinafter referred to as ” Bank Of Suzhou Co.Ltd(002966) Wujiang sub branch”), the company continues to sign the guarantee contract with the above banks to provide joint and several liability guarantee for the controlling shareholder Yongding group to apply for 30 million yuan to Bank Of Suzhou Co.Ltd(002966) Wujiang sub branch for one-year bank credit. The company provided the above guarantee for the controlling shareholder Yongding group, with a total amount of 158 million yuan.
2. In view of the expiration of the guarantee contract signed by Yongding group and Agricultural Bank Of China Limited(601288) Suzhou Yangtze River Delta integration Demonstration Zone Branch (hereinafter referred to as “ABC Demonstration Zone Branch”), Yongding Group continues to sign the guarantee contract with the above banks to provide joint and several liability guarantee for the company’s application for bank credit of RMB 1998.32 million to ABC Demonstration Zone Branch for a period of three months; In view of the expiration of the term of the guarantee contract signed by Yongding group and Agricultural Bank Of China Limited(601288) Suzhou Yangtze River Delta integration Demonstration Zone Branch (hereinafter referred to as “ABC Demonstration Zone Branch”), Yongding Group continues to sign the guarantee contract with the above banks to provide joint and several liability guarantee for the company’s application for a bank credit of 32 million yuan to ABC Demonstration Zone Branch with a term of one year; In view of the expiration of the guarantee contract signed by Yongding group and Industrial And Commercial Bank Of China Limited(601398) Suzhou Yangtze River Delta integration Demonstration Zone Branch (hereinafter referred to as “ICBC Demonstration Zone Branch”), Yongding Group continues to sign the guarantee contract with the above banks to provide joint and several liability guarantee for the company’s application for bank credit of RMB 6.448 million to ICBC Demonstration Zone Branch for a period of three months; In view of the expiration of the term of the guarantee contract signed between Yongding group and Jiangsu Branch of Export Import Bank of China (hereinafter referred to as “Jiangsu Branch of export bank”), Yongding Group continues to sign the guarantee contract with the above banks to provide joint and several liability guarantee for the company’s application for bank credit of RMB 100 million to Jiangsu Branch of Export Bank of China for one year; In view of the expiration of the term of the guarantee contract signed between Yongding group and Shanghai Pudong Development Bank Co.Ltd(600000) Suzhou Branch (hereinafter referred to as ” Shanghai Pudong Development Bank Co.Ltd(600000) Suzhou Branch”), Yongding Group continues to sign the guarantee contract with the above banks to provide joint and several liability guarantee for the company’s application for a bank credit of RMB 100 million to Shanghai Pudong Development Bank Co.Ltd(600000) Suzhou Branch for three years; In view of the expiration of the term of the guarantee contract signed between Yongding group and Bank Of Jiangsu Co.Ltd(600919) Wujiang sub branch (hereinafter referred to as ” Bank Of Jiangsu Co.Ltd(600919) Wujiang sub branch”), Yongding Group signed the guarantee contract with the above banks to provide joint and several liability guarantee for the company’s application for bank credit of RMB 100 million to Bank Of Jiangsu Co.Ltd(600919) Wujiang sub branch for one year; The controlling shareholder Yongding group provided the above guarantee for the company, with a total amount of 358431200 yuan.
The above guarantee matters have been deliberated and approved at the 8th meeting of the 9th board of directors held on April 16, 2021 and approved by the 2020 annual general meeting of shareholders held on May 21, 2021. (see the company’s temporary 2021-036 and temporary 2021-057 for details)
2、 Basic information of the guaranteed
Name of the guaranteed: Yongding Group Co., Ltd
Registered address: No. 1, Jiangsu Road, Lili Town, Wujiang District
Legal representative: Cai Yuan
Registered capital: 250 million yuan
Business scope: licensed items: import and export of goods; Real estate development and operation; General contracting of housing construction and municipal infrastructure projects; Various engineering construction activities; Import and export agency; Installation, repair and test of power facilities; Construction engineering design; Construction project supervision; Power generation, transmission and power supply business (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business projects shall be subject to the approval results)
General items: venture capital (limited to investment in unlisted enterprises); Engaging in investment activities with its own funds; estate management; Human resources services (excluding professional intermediary activities and labor dispatch services); Enterprise management consulting; Conference and exhibition services; Catering management; Non ferrous alloy manufacturing; Non ferrous alloy sales; Mechanical equipment leasing; Housing lease; Non residential real estate leasing; Leasing of photovoltaic power generation equipment; Manufacturing of special electronic equipment; Sales of electrical and mechanical equipment; Sales of electrical equipment; Sales of intelligent power transmission and distribution and control equipment; Engineering management services; Manufacturing of photovoltaic equipment and components; Sales of photovoltaic equipment and components; Research and development of distribution switch control equipment; Manufacturing of distribution switchgear and control equipment; Research and development of emerging energy technologies; Wind power technology services; Offshore wind turbine sales; Power generation technical services; Sales of generators and generator sets; Manufacturing of power facilities and equipment; Distribution switch control equipment sales; Manufacturing of electrical signal equipment; Sales of electrical signal equipment and devices; Sales of electrical equipment; Electrical equipment manufacturing; Manufacturing of electrical instruments and meters; Sales of electrical instruments and meters; Manufacturing of industrial automatic control system devices; Sales of industrial automatic control system devices; Sales of communication equipment; Leasing of computer and communication equipment; Manufacturing of communication equipment; Manufacturing of mechanical and electrical equipment; Onshore wind turbine sales; Sales of wind turbine units and parts (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
Yongding group holds 29.11% equity of the company (calculated according to the latest total share capital of the company) and is the controlling shareholder of the company. Its equity relationship diagram is as follows:
Molindi mosming
89.725% 10.275%
Yongding group
29.11%
Jiangsu Etern Company Limited(600105)
As of December 31, 2020, the total assets of Yongding group were 8380147400 yuan, the total liabilities were 6310824500 yuan, and the net assets were 2069322900 yuan.
In 2020, the operating income was 3847084300 yuan and the net profit was -575456200 yuan (audited).
3、 Main contents of the guarantee agreement
(I) guarantee contract
1. Creditor: Agricultural Bank Of China Limited(601288) Suzhou Yangtze River Delta integration Demonstration Zone Branch
Guarantor: Jiangsu Etern Company Limited(600105)
Guarantee scope: including the loan principal, interest, default interest, compound interest, liquidated damages, damages payable by the debtor under the main contract, interest and liquidated damages for delayed performance of the debt determined to be borne by the debtor and the guarantor in accordance with the relevant provisions of the Civil Procedure Law of the people’s Republic of China, preservation insurance premium, litigation (Arbitration) fee Lawyer’s fees and other expenses for creditors to realize their creditor’s rights.
Guarantee mode: joint and several liability guarantee
Guarantee period: 1 The guarantee period of the guarantor is three years from the date of expiration of the debt performance period agreed in the main contract; 2. The guarantee period under commercial bill acceptance, letter of credit and letter of guarantee shall be three years from the date of advance payment by the creditor; 3. The guarantee period for the discount of commercial bills is three years from the due date of the discounted bills; 4. If the creditor and the debtor reach an extension agreement on the debt performance period of the main contract, the Guarantor agrees to continue to bear joint and several guarantee liabilities, and the guarantee period is three years from the date of expiration of the debt performance period agreed in the extension agreement; 5. If any event stipulated by laws and regulations or agreed in the main contract causes the debt under the main contract to be declared early due by the creditor, the guarantee period shall be three years from the date of early maturity of the debt under the main contract determined by the creditor.
2. Creditor: Shanghai Pudong Development Bank Co.Ltd(600000) Suzhou Branch
Guarantor: Jiangsu Etern Company Limited(600105)
Scope of guarantee: in addition to the main creditor’s rights described in the contract, it also covers the resulting interest (the interest referred to in the contract includes interest, penalty interest and compound interest), liquidated damages, damages, handling charges and other expenses incurred for signing or performing the contract And the expenses incurred by the creditor to realize the security right and creditor’s rights (including but not limited to legal fees, lawyer’s fees, travel expenses, etc.), as well as the security deposit that the debtor needs to make up at the request of the creditor according to the main contract.
Guarantee mode: joint and several liability guarantee
Guarantee period: 1 The guarantee period is two years after the expiration of the main debt performance period; 2. If the main contract stipulates repayment by installments, the guarantor shall bear the guarantee responsibility for the repayment obligations performed by installments under the main contract, and the guarantee period is until two years after the expiration of the last repayment period; 3. “Expiration” and “expiration” mentioned in this contract include the situation where the creditor declares that the principal creditor’s right is due ahead of schedule; 4. If the creditor declares that the principal creditor’s right is due ahead of schedule, the announced early maturity date shall be the main maturity date of the debt performance period; 5. If the creditor and the debtor reach an extension agreement on the performance period of the main debt, the guarantee period shall end two years after the expiration of the performance period of the main debt re agreed in the extension agreement.
3. Creditor: Bank Of Suzhou Co.Ltd(002966) Wujiang sub branch
Guarantor: Jiangsu Etern Company Limited(600105)
Guarantee scope: 1 Including the principal and interest of creditor’s rights under the main contract, overdue interest, compound interest, penalty interest, debt interest paid during the period of delayed performance of judgment documents, liquidated damages, damages Other amounts payable by the debtor to the creditor (including but not limited to relevant expenses advanced by the creditor, telecommunication fees, miscellaneous fees, relevant bank expenses refused to be borne by the beneficiary under the letter of credit, etc.) Expenses incurred by the creditor to realize its creditor’s rights (including but not limited to legal fees, arbitration fees, preservation fees, evaluation fees, auction fees, execution fees, announcement fees, lawyer fees, travel expenses, transfer fees, etc.). 2. Interest, penalty interest and compound interest shall be calculated according to the provisions of the main contract and shall be calculated until the debt is paid off. The part that actually exceeds the guaranteed principal creditor’s right due to the increase of interest, overdue interest, compound interest, penalty interest, debt interest, liquidated damages, legal fees, preservation fees, execution fees, lawyer’s fees, travel expenses, property disposal fees, transfer fees and all other expenses payable during the period of delay in performing the judgment documents, The guarantor voluntarily assumes the guarantee responsibility. The guarantor also voluntarily assumes the guarantee liability for the part actually exceeding the guaranteed main creditor’s right due to the change of exchange rate.
Guarantee mode: joint and several liability guarantee
Guarantee period: 1 The guarantee period under this contract shall be calculated separately according to the business handled by the creditor for the debtor, that is, three years from the date of expiration of the debtor’s debt performance period under each single main contract; 2. If the creditor and the debtor reach an extension agreement on the debt performance period of the main contract, the guarantee period shall be three years from the expiration of the debt performance period re agreed in the extension agreement; 3. If any event stipulated by laws and regulations or agreed in the main contract leads to the early maturity or termination of the debt under the main contract, the guarantee period shall be three years from the date of early maturity of the debt or the date of termination of the main contract; 4. If the debt under the main contract is performed in installments, the guarantee period of each installment of debt is three years from the expiration of the last installment of debt under the independent contract.
4、 Opinions of the board of directors
The board of directors of the company believes that: Based on the principle of mutual insurance and mutual benefit, the company and the controlling shareholder Yongding group plan to provide mutual guarantee in 2021, in which the expected amount of guarantee to be provided by the controlling shareholder Yongding group is greater than that to be provided by the company to the controlling shareholder Yongding group, Moreover, the guarantee provided by the company to Yongding group has been counter guaranteed by Dingxin real estate and molindi as the actual controller. The counter guarantor has corresponding guarantee performance ability and good credit status. Among them, the assets of Dingxin real estate are complete and there is no restriction. The contingent risk brought to the company by this guarantee is low and the guarantee risk is controllable; The guarantee provided by the company for Yongding group is provided by Dingxin real estate and the company as the actual controller
