Securities code: Zhe Kuang Heavy Industry Co.Ltd(300837) securities abbreviation: Zhe Kuang Heavy Industry Co.Ltd(300837) Announcement No.: 2022015 Zhe Kuang Heavy Industry Co.Ltd(300837)
On cooperation with banks in supply chain financing business
And the proposal on the adjustment of external guarantee amount
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.
Zhe Kuang Heavy Industry Co.Ltd(300837) (hereinafter referred to as “the company”) held the 17th meeting of the third board of directors and the 16th meeting of the third board of supervisors on April 21, 2022, and deliberated and adopted the proposal on the cooperation between the company and banks in supply chain financing business and the adjustment of external guarantee limit respectively. The relevant information is hereby announced as follows:
1、 Overview of guarantee
On October 22, 2021, the company held the 14th meeting of the third board of directors, deliberated and approved the proposal on carrying out supply chain financing business cooperation and external guarantee with banks, and agreed that the company would provide a guarantee limit of no more than RMB 80 million to downstream non affiliated customers according to the business development, which would be valid within 12 months from the date of adoption of the 14th meeting of the third 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. If the guarantee is approved and implemented, the total amount of external guarantee approved by the company is 150 million yuan, accounting for 14.01% of the audited net assets of the company in 2021. 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. As of the date of the meeting of the board of directors, the company has not provided any guarantee to its subsidiaries, no overdue external guarantee, no external guarantee involving litigation, and no loss due to the judgment of losing the guarantee.
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) the company requires the customer to provide counter guarantee to the company, and the counter guarantee measures shall be agreed by both parties through negotiation. The company will carefully judge the enforceability of counter guarantee and the actual guarantee ability of counter guarantee provider to ensure that the customer has actual bearing ability, and the company has the right of recourse in accordance with the law within the scope of undertaking 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、 Review procedures and special opinions
(I) opinions of the board of directors
The board of Directors believes that the adjustment of the amount of guarantee provided by the company for customer supply chain financing is based on the consideration of the company’s business development, which is conducive to the development of relevant businesses of the company. The board of directors unanimously agreed that the external guarantee amount is expected and the adjustment of the guarantee amount. The adjustment of the external guarantee amount falls within the scope of the deliberation authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
(II) opinions of independent directors
The independent directors believe that the company’s estimate and adjustment of the amount of guarantee for customer supply chain financing is a reasonable adjustment based on the business development. This matter complies with the provisions of relevant laws and regulations, normative documents and the articles of association, such as the company law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for the capital flow and external guarantee of listed companies, and meets the needs of the company’s operation and development, Its decision-making procedure is legal and effective, and there is no situation that damages the interests of the company and shareholders. Therefore, the independent directors unanimously agreed on the company’s external guarantee amount estimation and guarantee amount adjustment.
(III) opinions of the board of supervisors
The board of supervisors believes that the prediction and adjustment of the company’s external guarantee amount in 2022 is a decision made by the management based on the development of relevant business, the overall risk is controllable, and there is no significant adverse impact on the company’s property status and operating results.
The decision-making procedure of the guarantee is legal and effective, in line with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders. In conclusion, the board of supervisors agreed to the above guarantee matters.
(IV) opinions of the recommendation institution
Upon verification, Haitong Securities Company Limited(600837) believes that the supply chain financing business cooperation and external guarantee between the company and the bank 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, with the explicit consent of the independent directors, the necessary approval and decision-making procedures have been performed, and 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.
6、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the total amount of external guarantees approved by the company and its subsidiaries was 150 million yuan (including this time), accounting for 14.01% of the audited net assets of the company in 2021. The total balance of external guarantees actually incurred is 23.625 million yuan (as of March 31, 2022), accounting for 2.21% of the company’s audited net assets in 2021. As of the date of this announcement, the company has not provided guarantee to its subsidiaries; The company and its subsidiaries have no overdue guarantee. 7、 Documents for future reference
(I) resolutions of the 17th meeting of the third board of directors;
(II) independent opinions of independent directors on matters related to the 17th meeting of the third board of directors;
(III) resolutions of the 16th meeting of the third board of supervisors;
(IV) Haitong Securities Company Limited(600837) verification opinions on Zhe Kuang Heavy Industry Co.Ltd(300837) carrying out supply chain financing business cooperation with banks and adjusting external guarantee amount.
It is hereby announced.
Zhe Kuang Heavy Industry Co.Ltd(300837) board of directors April 25, 2022
