Haitong Securities Company Limited(600837)
About Zhe Kuang Heavy Industry Co.Ltd(300837)
Verification opinions on cooperation in supply chain financing business and adjustment of external guarantee amount with banks Haitong Securities Company Limited(600837) (hereinafter referred to as “sponsor”, Haitong Securities Company Limited(600837) ) as the sponsor of initial public offering of shares and listing on the gem of Zhe Kuang Heavy Industry Co.Ltd(300837) (hereinafter referred to as ” Zhe Kuang Heavy Industry Co.Ltd(300837) ” and “the company”), in accordance with the administrative measures for securities issuance and listing sponsor business and the Listing Rules of shares on the gem of Shenzhen Stock Exchange In accordance with the relevant provisions of the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, a prudent verification has been conducted on the supply chain financing business cooperation and external guarantee between Zhe Kuang Heavy Industry Co.Ltd(300837) and banks. The details of the verification are as follows:
1、 Overview of guarantee
Zhe Kuang Heavy Industry Co.Ltd(300837) held the 14th meeting of the 3rd board of directors and the 14th meeting of the 3rd board of supervisors on October 22, 2021, deliberated and adopted the proposal on carrying out supply chain financing business cooperation and external guarantee with banks. It is agreed that the company will provide customers with a guarantee limit of no more than RMB 80 million in total. The above limit can be used on a rolling basis, and the above guarantee limit will be effective within 12 months from the date of adoption by the board of directors.
With the expansion of the company’s downstream business and the actual financing needs of the company’s customers, the company plans to adjust the above external guarantee amount. After the adjustment, the total external guarantee amount of the company in 2022 will not exceed RMB 150 million (including this amount). The period is from the date of deliberation and approval of the current annual board of directors to the date of convening the annual board of directors in 2023. The amount can be used in a rolling manner within the authorization period. For the specific guarantee matters occurring within the above-mentioned period and amount, the board of directors of the company shall authorize the chairman of the company or the designated agent authorized by the chairman to sign relevant guarantee agreements and relevant documents. The guarantee beyond the above limit and circumstances can be implemented only after the board of directors or the general meeting of shareholders deliberates and makes a resolution in accordance with relevant regulations.
The adjusted external guarantee limit of the company will replace the external guarantee limit deliberated and approved by the 14th meeting of the third board of directors held on October 22, 2021. After the audit, the total amount of the company’s guarantee is RMB 15000, accounting for 14.01% of the company’s net assets after the audit. As of March 31, 2022, the total balance of external guarantees actually incurred by the company was 23.625 million yuan, accounting for 2.21% of the audited net assets of the company in 2021.
According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant laws and regulations, this guarantee belongs to the scope of the board of directors’ deliberation authority, does not need to be submitted to the general meeting of shareholders for deliberation, and does not constitute a connected transaction.
2、 Basic information of the guaranteed
Within the external guarantee limit, the company will convene the board of directors to review the implementation of each guarantee, but all guaranteed persons shall meet all the following conditions and submit to the board of directors for review after being jointly reviewed by the company and the bank:
(I) high quality customers with good reputation and strong solvency who have passed the credit review of the company and banks; (II) the asset liability ratio shall not exceed 70%;
(III) there is no relationship with the company;
(IV) non dishonest Executees;
(V) other conditions supplemented by the company according to management requirements.
3、 Main contents of guarantee agreement
The guarantee mode is joint and several liability guarantee, and the total amount of guarantee shall not exceed RMB 150 million. The actual content of the guarantee agreement shall be subject to the finally signed cooperation agreement or guarantee contract. The purpose of the guarantee money is limited to the guaranteed customer paying the purchase price to the company, that is, the company applies for a loan from the bank designated by the company based on the purchase and sales contract signed between the company and the customer, and provides joint and several liability guarantee. Under the condition that the company provides joint and several liability guarantee, the bank provides the customer with financing business for purchasing goods from the company.
4、 Risk control measures for external guarantee
The guarantee provided by the company for the customer’s supply chain financing helps to explore the market and develop customers, improve the contract performance ability of target customers, and improve the recovery efficiency of payment for goods. At the same time, there is also the guarantee risk caused by the overdue repayment of customers. In order to strengthen risk control, the company will strictly implement relevant screening standards, continuously track the production and operation of customers, and mainly take the following risk control measures:
(I) the company is responsible for strictly reviewing the qualifications of customers included in the guarantee scope, carefully selecting guarantee objects according to the screening criteria, and ensuring that customers within the guarantee scope have good credit and good repayment ability; (II) the financing purpose of the designated bank and under the credit line is limited to paying the purchase price to the company;
(III) if the company requires the customer to provide counter guarantee to the company, the counter guarantee measures shall be agreed by both parties through negotiation. The company will carefully judge the enforceability of the counter guarantee and the actual guarantee ability of the counter guarantee provider to ensure that the customer has the actual bearing ability, and the company has the right of recourse according to law within the scope of undertaking the guarantee;
(IV) in the specific implementation of future business, the company will timely perform the obligation of information disclosure to enable investors to accurately and comprehensively understand the progress of relevant matters. In case of guarantee exceeding the above specified amount and circumstances, the company will timely submit it to the board of directors or shareholders’ meeting for deliberation and approval in accordance with relevant regulations before implementation.
5、 Accumulated external guarantees and overdue guarantees
As of March 31, 2022, the total balance of external guarantees actually incurred by the company was 23.625 million yuan, accounting for 2.21% of the audited net assets of the company in 2021. The company also did not provide guarantee for its subsidiaries, no overdue external guarantee, no external guarantee involving litigation and losses due to the judgment of losing the guarantee.
6、 Relevant approval procedures to be performed
The company held the 17th meeting of the third board of directors on April 21, 2022, deliberated and adopted the proposal on carrying out supply chain financing business cooperation and external guarantee with banks, and the independent directors expressed their independent opinions with explicit consent.
The company held the 16th meeting of the third board of supervisors on April 21, 2022, and deliberated and adopted the proposal on carrying out supply chain financing business cooperation and external guarantee with banks.
The independent opinions of the independent directors of the company on this matter are as follows: “the adjustment of the amount of guarantee provided by the company for the supply chain financing business of customer banks is a reasonable adjustment based on the business development. This matter complies with the company law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies and other relevant laws and regulations, normative documents and the articles of association The provisions of the company are in line with the needs of the company’s operation and development, and its decision-making procedures are legal and effective, without damaging the interests of the company and shareholders.
Therefore, the independent directors unanimously agreed on the company’s supply chain financing business cooperation with the bank and the adjustment of external guarantee amount.
Therefore, we express our independent opinions on the proposal on carrying out supply chain financing business cooperation and external guarantee with banks. “
7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The company’s supply chain financing business cooperation and external guarantee with banks has been deliberated and adopted at the 17th meeting of the third board of directors and the 16th meeting of the third board of supervisors, and the independent directors have expressed their explicit consent. The company has fulfilled the necessary examination and approval and decision-making procedures, which is in line with the Listing Rules of GEM stocks of Shenzhen Stock Exchange The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws, regulations and articles of association. The supply chain financing business cooperation and external guarantee carried out by the company with the bank this time meets the needs of the company’s business development, is conducive to the development of the company’s sales business, and does not harm the interests of shareholders.
In conclusion, Haitong Securities Company Limited(600837) has no objection to Zhe Kuang Heavy Industry Co.Ltd(300837) this cooperation on supply chain financing business and external guarantee with banks.
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(there is no text on this page, which is the signature and seal page of Haitong Securities Company Limited(600837) opinions on the verification of Zhe Kuang Heavy Industry Co.Ltd(300837) and banks on the cooperation of supply chain financing business and the adjustment of external guarantee limit) signature of the sponsor representative:
Hu Dongping, Chen Xingzhou
Haitong Securities Company Limited(600837) mm / DD / yyyy
