Securities code: 300185 securities abbreviation: Tongyu Heavy Industy Co.Ltd(300185) Announcement No.: 2022-003 Tongyu Heavy Industy Co.Ltd(300185)
Announcement on the guarantee provided by the company for Qingdao Baojian, a wholly-owned subsidiary
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.
1、 Overview of guarantee
Tongyu Heavy Industy Co.Ltd(300185) (hereinafter referred to as “the company” or “the guarantor”) recently received the maximum guarantee contract signed between the company and Agricultural Bank Of China Limited(601288) Qingdao Blue Valley sub branch (hereinafter referred to as ” Agricultural Bank Of China Limited(601288) Blue Valley sub branch” or “the creditor”) on January 11, 2022, The company provided 135 million yuan guarantee for the financing business handled by the wholly-owned subsidiary Qingdao Baojian Technology Engineering Co., Ltd. (hereinafter referred to as “Qingdao Baojian” or “debtor”) in Agricultural Bank Of China Limited(601288) Blue Valley sub branch.
On April 13, 2021, the company issued the announcement on the company and its subsidiaries applying for financing quota from financial institutions and authorizing the company to provide guarantee for the financing of its subsidiaries on cninfo.com (Announcement No.: 2021-053), and held the 2020 annual general meeting of shareholders on May 7, 2021, The proposal on the company and its subsidiaries applying for financing quota from financial institutions and authorizing the company to provide guarantee for the financing of subsidiaries was deliberated and adopted. The chairman or chief financial officer of the company was authorized to decide that the total amount of new guarantee provided by the company for the financing business of subsidiaries in financial institutions was 2.2 billion yuan (the amount was recycled), The guarantee balance at any time point shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders, and authorize the chairman or chief financial officer of the company to sign relevant legal documents. The authorization period shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. The guarantee provided by the company for Qingdao Baojian to handle financing matters in Agricultural Bank Of China Limited(601288) langu sub branch falls within the scope of the above guarantee amount.
2、 Basic information of the guaranteed
1. Company name: Qingdao Baojian Technology Engineering Co., Ltd
2. Type: limited liability company
3. Address: South section of Shugang Road, Tianheng Island provincial tourist resort, Jimo District, Qingdao
4. Legal representative: Si Jiantao
5. Registered capital: 150 million yuan only
6. Date of establishment: January 17, 2013
7. Business scope: production and sales of marine engineering and marine port equipment, petrochemical and energy equipment, environmental protection and energy recycling equipment, new energy and new material synthesis equipment, power engineering equipment, machinery and nuclear power equipment parts and structural parts; Machining and sales of forgings and castings; Goods and technology import and export business (except for projects prohibited by laws and administrative regulations; projects restricted by laws and administrative regulations can be operated only after obtaining permission). 8. Relationship with the company: it is a wholly-owned subsidiary of the company.
9. Credit status: after inquiry through credit China and other channels, Qingdao Baojian is not a dishonest executee.
10. Main financial position:
Unit: 10000 yuan
Project September 30, 2021 December 31, 2020
Total assets 43800.09 39589.16
Total liabilities 30478.68 26264.49
Including: bank loan 0.5617.50
Current liabilities 30478.68 20646.99
Total amount involved in contingencies 0
Net assets 13321.41 13324.67
Project from January to September 2021 to 2020
Operating income 41024.96 56163.59
Total profit -3.66 195.21
Net profit -3.26 1.07
Asset liability ratio 69.59% 66.34%
Note: the financial data from January to September 2021 are unaudited.
3、 Main contents of guarantee contract
1. Maximum balance of secured creditor’s rights: RMB 135 million.
2. Guarantee mode: joint and several liability guarantee.
3. Scope of guarantee: 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 debt, preservation insurance premium and litigation (Arbitration) fee 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 Lawyer’s fees and other expenses for creditors to realize their creditor’s rights.
4. Guarantee period: ① the guarantee period of the guarantor is three years from the expiration of the debt performance period agreed in the main contract, and the guarantee period under each main contract is calculated separately. If there is a debt to be performed by stages under the main contract, the guarantee period of the main contract is three years from the date of expiration of the last debt performance period. 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 performance of the debt under the main contract, the Guarantor agrees to continue to undertake joint and several liability guarantee for a period of 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 creditor’s right of the main contract to expire ahead of schedule, the guarantee period shall be three years from the date of early maturity of the creditor’s right of the main contract determined by the creditor.
5. Effective conditions: it shall take effect from the date of signature or seal of each party to the contract.
4、 Opinions of the board of directors
The company provides guarantee for the financing business carried out by Qingdao Baojian in Agricultural Bank Of China Limited(601288) Blue Valley sub branch in order to ensure the demand for working capital for the normal production and operation of Qingdao Baojian.
Qingdao Baojian is a wholly-owned subsidiary of the company, with normal production and operation, not a dishonest executee, good debt repayment ability and controllable guarantee risk. Qingdao Baojian did not provide counter guarantee to the company.
5、 Accumulated external guarantees and overdue guarantees
The general meeting of shareholders authorizes the chairman or chief financial officer of the company to decide that the total amount of new guarantee provided by the company for the financing business of subsidiaries in financial institutions is 2.2 billion yuan (the amount is recycled), the guarantee balance at any time point shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders, and authorizes the chairman or chief financial officer of the company to sign relevant legal documents. Up to now, the total amount of guarantee of the company and its holding subsidiaries is RMB 1.424 billion, and the total balance of guarantee provided by the company for each subsidiary is RMB 776 million, accounting for 13.94% of the audited shareholder’s equity attributable to the parent company in the latest fiscal year. In addition, the company does not have any other external guarantee, nor does it have the guarantee amount involved in litigation and the guarantee amount to be borne due to the judgment of losing the guarantee.
6、 Documents for future reference
The maximum guarantee contract signed by the company and Agricultural Bank Of China Limited(601288) langu sub branch.
It is hereby announced.
Tongyu Heavy Industy Co.Ltd(300185) board of directors January 14, 2022
