Securities code: Fujian Haiyuan Composites Technology Co.Ltd(002529) securities abbreviation: Fujian Haiyuan Composites Technology Co.Ltd(002529) Announcement No.: 2022021 Jiangxi Haiyuan composite material technology Co., Ltd
About 2022 to the first half of 2023
Announcement of the company 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.
Special notes (if applicable):
The guarantee amount exceeds 50% of the latest audited net assets of the listed company, and the asset liability ratio of the wholly-owned subsidiaries of Haiyuan intelligent equipment, Haiyuan new materials, Savi power and Yangzhou Savi exceeds 70%. Please pay full attention to the guarantee risk.
1、 Overview of guarantee
Jiangxi Haiyuan composite material technology Co., Ltd. (hereinafter referred to as ” Fujian Haiyuan Composites Technology Co.Ltd(002529) ” or “the company”) held the 17th meeting of the 5th board of directors on April 25, 2022, and deliberated and adopted the proposal on the company providing guarantee for wholly-owned subsidiaries from 2022 to the first half of 2023 with 7 votes in favor, 0 against and 0 abstention, It is agreed that from 2022 to the first half of 2023, the company will be a wholly-owned subsidiary of Fujian Haiyuan Intelligent Equipment Co., Ltd. (hereinafter referred to as “Haiyuan intelligent equipment”), Fujian Haiyuan New Material Technology Co., Ltd. (hereinafter referred to as “Haiyuan new material”), Xinyu Saiwei Power Technology Co., Ltd. (hereinafter referred to as “Saiwei power”) Yangzhou Saiwei Energy Technology Co., Ltd. (hereinafter referred to as “Yangzhou Saiwei”) (the above four companies are hereinafter referred to as “wholly-owned subsidiaries”) provide guarantee.
The board of supervisors and independent directors of the company have expressed clear consent on this matter. According to the provisions of the articles of association, the provision of guarantee for the wholly-owned subsidiary needs to be submitted to the general meeting of shareholders for deliberation.
2、 Table of estimated guarantee amount
by
At present, the newly added guarantee amount of the guarantor and the guaranteed party accounts for the shareholding ratio of the guarantor and the guaranteed party in the latest guarantee amount. The most related example of the balance of assets and liabilities of listed companies (10000 yuan) and the guarantee ratio of net assets in the latest period (10000 asset ratio)
(yuan)
Fujian Haiyuan Composites Technology Co.Ltd(002529) Haiyuan intelligent equipment 100% 142.03% 0 not ready
Fujian Haiyuan Composites Technology Co.Ltd(002529) Haiyuan new material 100% 76.68% 10005 China Greatwall Technology Group Co.Ltd(000066) .8% no Fujian Haiyuan Composites Technology Co.Ltd(002529) Savi power 100% 107.65% 0 no Fujian Haiyuan Composites Technology Co.Ltd(002529) Yangzhou Savi 100% 0 no
Total: 50000 —
3、 Basic information of the guaranteed
(I) Fujian Haiyuan Intelligent Equipment Co., Ltd
1. Date of establishment: November 25, 2016
2. Registered address: No. 2, Tieling North Road, Jingxi Town, Minhou County, Fuzhou City, Fujian Province
3. Legal representative: Gan Shengquan
4. Registered capital: RMB 10 million
5. Main business: R & D, design, production, sales, installation, maintenance and leasing services of intelligent equipment.
6. Relationship with the company: Haiyuan intelligent equipment is a wholly-owned subsidiary of the company.
7. Main financial data of the latest year and period:
Unit: Yuan
Financial indicators December 31, 2021 March 31, 2022
Total assets 2211361010222892732366
Net assets -9293967009 -10333346958
Financial indicators January December 2021 January March 2022
Operating income 34869217223213163811
Operating profit -2156169752 -1038288747
Net profit -2126169752 -1038288747
Note: the data of 2021 has been audited, and the data from January to March 2022 has not been audited.
8. After verification, Haiyuan intelligent equipment does not belong to the dishonest executee.
(II) Fujian Haiyuan New Material Technology Co., Ltd
1. Date of establishment: April 28, 2012
2. Registered address: No. 2, Tongyou street, Wuyi new area, Jianyang District, Nanping City
3. Legal representative: Gan Shengquan
4. Registered capital: RMB 380 million
5. Main business: R & D, production and sales of composite materials, FRP products and new building materials; Processing and sales of auto parts.
6. Relationship with the company: Haiyuan new materials is a wholly-owned subsidiary of the company.
7. Main financial data of the latest year and period:
Unit: Yuan
Financial indicators December 31, 2021 March 31, 2022
Total assets 7214506617671195520684
Net assets 1682633055917444654484
Financial indicators January December 2021 January March 2022
Operating income 165124499544728493720
Operating profit -2390969952617923077
Net profit -3328933580618323925
Note: the data of 2021 has been audited, and the data from January to March 2022 has not been audited.
8. After verification, Haiyuan new material does not belong to the dishonest executee.
(III) Xinyu Saiwei Power Technology Co., Ltd
1. Date of establishment: July 1, 2020
2. Registered address: No. 1950, Saiwei Avenue, high tech Development Zone, Xinyu City, Jiangxi Province
3. Legal representative: Gan Shengquan
4. Registered capital: 50 million yuan
5. Main business: manufacturing of photovoltaic equipment and components, production and sales of photovoltaic modules and their supporting products.
6. Relationship with the company: Savi power is a wholly-owned subsidiary of the company.
7. Main financial data of the latest year and period:
Unit: Yuan
Financial indicators December 31, 2021 March 31, 2022
Total assets 1532254700716808944388
Net assets -1172724817 -1438700761
Financial indicators January December 2021 January March 2022
Operating income 2947736743456358773
Operating profit -1619790729 -275577361
Net profit -1159067927 -265975944
Note: the data of 2021 has been audited, and the data from January to March 2022 has not been audited.
8. After verification, Savi power does not belong to the dishonest executee.
(IV) Yangzhou Saiwei Energy Technology Co., Ltd
1. Date of establishment: December 18, 2020
2. Registered address: Science and technology entrepreneurship center, Dongtinghu Road, Gaoyou Economic Development Zone
3. Legal representative: Gan Shengquan
4. Registered capital: RMB 300 million
5. Main business: manufacturing of photovoltaic equipment and components; Sales of photovoltaic equipment and components; Leasing of photovoltaic power generation equipment Cecep Solar Energy Co.Ltd(000591) power generation technical service.
6. Relationship with the company: Savi power is a wholly-owned subsidiary of the company.
7. Main financial data of the latest year: Yangzhou Saiwei has not carried out business activities yet.
8. After verification, Yangzhou Saiwei is not a dishonest person.
(V) the guarantor of buyer’s credit shall be subject to the actual occurrence of specific business.
4、 Details of guarantee items
According to the relevant proposals of the 17th meeting of the 5th board of directors of the company, from 2022 to the first half of 2023, the company and its wholly-owned subsidiaries Haiyuan intelligent equipment, Haiyuan new materials, Saiwei power and Yangzhou Saiwei plan to finance from relevant financial institutions. The financing amount actually used by the wholly-owned subsidiary needs to be guaranteed by the company with joint and several liability, and the total amount guaranteed by the company will not exceed RMB 500 million.
5、 Opinions of the board of directors
The company believes that Haiyuan intelligent equipment, Haiyuan new materials, Saiwei power and Yangzhou Saiwei are wholly-owned subsidiaries of the company and an important part of the company’s strategic development. Providing financing guarantee for them can ensure their production and operation capital needs and is conducive to the smooth development of their daily business. At present, the production and operation of the wholly-owned subsidiary is normal, the guarantee risk is small and controllable, and will not damage the interests of the listed company and all shareholders.
At the same time, the company requested the general meeting of shareholders to authorize the chairman to negotiate and sign all legal documents related to providing guarantee for wholly-owned subsidiaries on behalf of the company, and be responsible for handling relevant matters. The economic and legal liabilities arising therefrom shall be borne by the company in accordance with the relevant guarantee contract.
6、 Cumulative external guarantee and overdue guarantee by the end of the reporting period
As of December 31, 2021, the actual guarantee balance of the company and its holding subsidiaries was 10 million yuan, accounting for 1.34% of the audited net assets of the company at the end of 2021. The total balance of guarantees provided by the company and its holding subsidiaries to entities outside the consolidated statements is 0 million yuan, accounting for 0% of the audited net assets of the company at the end of 2021; The company and its holding subsidiaries do not have guarantees corresponding to overdue debts, guarantees involving litigation and guarantees that should be borne due to judgment defeat.
7、 Documents for future reference
1. Resolutions of the 17th meeting of the 5th board of directors of the company;
2. Resolutions of the 17th meeting of the 5th board of supervisors of the company;
3. Independent opinions of the company’s independent directors on relevant proposals of the 17th meeting of the Fifth Board of directors; It is hereby announced.
Board of directors of Jiangxi Haiyuan composite material technology Co., Ltd
April 26, 2002
