Securities code: Aoyuan Beauty Valley Technology Co.Ltd(000615) securities abbreviation: Aoyuan Beauty Valley Technology Co.Ltd(000615) Announcement No.: 2022027 Aoyuan Beauty Valley Technology Co.Ltd(000615)
Announcement on applying for comprehensive credit line and guarantee in 2022
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 risk tips:
As of the date of this announcement, the total external guarantee amount of the company and its holding subsidiaries exceeds 100% of the latest audited net assets, and the guarantee amount of units outside the consolidated statements exceeds 30% of the latest audited net assets. Please pay attention to the relevant risks.
1、 Credit and guarantee
(I) application for comprehensive credit line
In order to meet the capital needs of the company's daily operation and development and ensure the normal development of various businesses of the company and its subordinate holding companies, according to the company's business plan for 2022, the company and its subordinate holding companies plan to apply for comprehensive credit from banks (or other financial institutions and similar financial institutions) with a total amount of no more than RMB 3 billion (including this amount), The validity period is from the date of approval of the company's 2021 annual general meeting to the date of holding the 2022 annual general meeting. Within the total credit line mentioned above, the company and its subordinate holding companies can apply to banks (or other financial institutions or similar financial institutions) according to their profitability and solvency, and the credit line actually approved by relevant banks (or other financial institutions or similar financial institutions) shall prevail, and the specific type and duration of credit business shall be subject to the agreement actually signed. Within the validity period of the credit, the actual credit line can be recycled within the scope of authorization. The company and its subordinate holding companies will handle specific businesses according to the actual business needs, and the final amount shall be within their respective credit lines, subject to the actual financing amount between banks (or other financial institutions and similar financial institutions) and the company and its subordinate holding companies.
(II) guarantee provided for comprehensive credit
The company and its subsidiaries intend to provide joint and several liability guarantee with a total amount of no more than RMB 2.5 billion (including this amount) for the above application for comprehensive credit in 2022. The guarantee limit is valid from the date of approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting. Within the above limit, the specific guarantee amount and guarantee period shall be subject to the contract between the company and its subsidiaries and relevant banks (or other financial institutions and similar financial institutions), and the guarantee can be applied for multiple times. Within the total guarantee amount approved by the 2021 annual general meeting of shareholders, the amount can be adjusted according to the actual situation.
The maximum guarantee amount of the company and its subsidiaries to the company within the scope of the consolidated statements is expected to be as follows:
Unit: 100 million yuan
Guaranteed as of this pre estimated guarantee
The proportion of the newly added amount of the guarantor in the shareholding ratio of the company's guarantor to the secured party, the amount of phase I asset guarantee, the balance of the company's latest related assets and liabilities, and the ratio of the period's net asset guarantee ratio
The company and Hubei Jinhuan New Material Technology Co., Ltd. have 100% 62% 2.22 6 40.93% no subsidiaries
The company and its Hubei aomeixin supply chain management 100% - 0 2 13.64% no subsidiary Co., Ltd
For details of the company and Hubei Jinhuan Green Fiber Co., Ltd., see note 45% 4.1 6 40.93% no subsidiary
The company and its Shanghai aoyueting Medical Technology Co., Ltd. have 100% 93% 0 1 6.82% no subsidiaries
The company and its 100% 68% 03 20.47% no subsidiary of Guangdong Aurora Health Management Consulting Co., Ltd
The company and its Nanjing airport pilot development Co., Ltd. 55% 69% 4.55 7 47.76% no subsidiaries
Total 10.87 25
Note: the company holds 23.65% of the shares of Hubei Jinhuan Green Fiber Co., Ltd., 22.97% of the shares are held by Hubei Jinhuan New Material Technology Co., Ltd., a wholly-owned subsidiary of the company, and 17.57% of the shares are held by Xiangyang Longyun equity investment partnership (limited partnership) controlled by the company.
The amount listed in the above table is the maximum amount estimated by the company according to the situation of each subordinate holding company. Due to the uncertainty of whether the applied credit is approved or not, in order to improve the financing efficiency and meet the financing needs of relevant companies, the later company may, according to the actual operation or construction of relevant companies, The guarantee amount shall be adjusted between the relevant companies included in the consolidated statements (including but not limited to the subsidiaries listed in the above table, the established subsidiaries and the subsidiaries newly included in the consolidated scope in the future) in accordance with the relevant provisions, but the total guarantee amount shall not exceed RMB 2.5 billion. The board of directors of the company requests the general meeting of shareholders to authorize the management of the company to determine the adjustment object and amount when the adjustment actually occurs. The guarantee amount can be adjusted between relevant companies within the scope of the consolidated statements. For the specific guarantee matters within the above amount, no separate board of directors or general meeting of shareholders will be held.
On April 29, 2022, the company held the 28th meeting of the 10th board of directors and deliberated and adopted the proposal on applying for comprehensive credit line and guarantee in 2022. The guarantee matter still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation, and deliberated by special resolution of the general meeting of shareholders.
2、 Basic information of the guaranteed party
See the annex for the basic information of the guaranteed party.
3、 Main contents of guarantee agreement
Up to now, no relevant guarantee agreement has been signed on the above guarantee matters. The board of directors of the company requests the general meeting of shareholders to authorize the management of the company to decide relevant matters within the approved credit line and guarantee line according to the actual financing needs, and handle the specific business and guarantee procedures under the above credit line, including signing specific contracts, agreements and other related matters of relevant business, specific guarantee amount The guarantee period shall be subject to the relevant documents finally signed.
4、 Opinions of the board of directors
Due to the needs of business development, the company and its subordinate holding companies apply for comprehensive credit from banks (or other financial institutions and similar financial institutions) to further expand financing channels, which is in line with the overall interests of the company; The purpose of providing guarantee for its comprehensive credit is to support its business development and meet the capital needs of its daily production and operation. The guaranteed parties are all companies within the scope of the company's consolidated statements. If other shareholders of the holding subsidiary fail to provide the same guarantee or counter guarantee according to the proportion of capital contribution when the guarantee actually occurs, it is mainly because the company has control over the daily operation and major event decisions of the holding subsidiary, and the company has the ability to effectively control its operation and management risks within the guarantee period, without damaging the interests of the company and all shareholders, Especially the interests of minority shareholders. Due to the uncertainty of whether the applied comprehensive credit is approved or not, the adjustment within the guarantee line is conducive to improve the financing efficiency of the company, meet the capital needs and business development of subordinate holding companies, and agree to adjust for qualified companies within the guarantee line.
5、 Opinions of independent directors
After verification, according to the company's development strategy and business plan in 2022, the company and its subordinate holding company plan to apply for a comprehensive credit line from banks (or other financial institutions and similar financial institutions) and the company or its subordinate holding company to provide guarantee for the comprehensive credit line, in order to meet the needs of the company's daily production, operation and business expansion for bank credit and other businesses and improve the approval efficiency. The total comprehensive credit line to be applied and the total guarantee line to be provided are not equal to the actual loan amount and guarantee amount of the company and its subordinate holding companies.
We believe that the entities applying for comprehensive credit and guaranteed are companies within the scope of the company's consolidated statements, the company can effectively control risks, and the decision-making procedures of guarantee comply with relevant laws and regulations, normative guidelines and the provisions of the articles of Association; This item is conducive to raising funds to carry out business, which is in line with the overall interests of the company, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we agree to apply for comprehensive credit line and guarantee in 2022.
6、 Accumulated external guarantees and overdue guarantees
After the guarantee was provided, the actual guarantee balance of the company to its holding subsidiaries was 4006 million yuan, accounting for 273.31% of the company's latest audited net assets; The total balance of guarantees provided by the company and its holding subsidiaries to entities outside the consolidated statements was 1652151300 yuan, accounting for 111.22% of the company's latest audited net assets. At present, the guarantee balance of the company's guarantee for the directional financing plan debt of Jinghan Real Estate Group Co., Ltd. (hereinafter referred to as "Jinghan real estate") is 285531200 yuan, and the due outstanding principal amount of Jinghan real estate is 181195900 yuan, of which the litigation amount is 613712 million yuan, and the litigation has not yet been heard. As Xiangyang Guoyi state owned Assets Management Co., Ltd. provided guarantee for the financing of Hubei Jinhuan Green Fiber Co., Ltd., the holding company of the company, and Hubei Jinhuan New Material Technology Co., Ltd., a wholly-owned subsidiary of the company, provided counter guarantee to Xiangyang Guoyi state owned Assets Management Co., Ltd. outside the consolidated statements, the balance was 100 million yuan, accounting for 6.82% of the company's latest audited net assets.
7、 Documents for future reference
1. Resolutions of the 28th meeting of the 10th board of directors of the company;
2. Independent opinions of independent directors on matters related to the 28th meeting of the 10th board of directors of the company. Annex: basic information of the guaranteed party
It is hereby announced.
Aoyuan Beauty Valley Technology Co.Ltd(000615)
Board of directors
April 30, 2002
Annex: information of the guaranteed party 1. Basic information
Whether the registered capital of the legal representative is the name of the company (10000 yuan) Establishment date domicile main business equity structure dishonest executee
Production and sales of viscose fiber, food paper packaging containers and other products in Taipingdian, Fancheng District, Xiangyang City
Hubei Jinhuan new material science and technology class sold 10000 in March 2015, production and sales of refined cotton and chemical fiber pulp (excluding seed cotton and leather, whether the company holds 100% equity or not, and cotton products such as chenjiahu cotton in the 20th town of Co., Ltd.); Production technology consultation of chemical fiber products, etc
Taipingdian, Fancheng District, Xiangyang City, China cargo transportation agency; General cargo warehousing service (excluding dangerous goods) Hubei Jinhuan New Material Technology Co., Ltd
Hubei aomeixin Supply Chain Management Co., Ltd. (Yu Dashan 1000, No. 145 chemicals of No. 2 branch of Tianshan Village, 11 town, 2021) and other projects requiring license and approval; China trade agency; Maofuli Co., Ltd., building e brokerage on August 23; The supply chain management service company holds 100% equity
