Securities abbreviation: Shanghaichengdiconstructioncorporationltd(603887) securities code: 603887 Announcement No.: 2022-006 bond abbreviation: urban land convertible bond bond bond Code: 113596
Shanghaichengdiconstructioncorporationltd(603887)
Announcement on progress of external guarantee
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Name of the guaranteed:
Xiangjiang Technology Co., Ltd. (hereinafter referred to as “Xiangjiang technology”) and Xiangjiang System Engineering Co., Ltd. (hereinafter referred to as “Xiangjiang system”) are wholly-owned subsidiaries of the company.
Total guarantee amount: the total guarantee provided for Xiangjiang technology is 230 million yuan;
The guarantee for Xiangjiang system is 75 million yuan.
Including this guarantee, the guarantee balance provided by the company to Xiangjiang technology and its subsidiaries is RMB 1326.5 million.
Whether there is counter guarantee in this guarantee: there is no counter guarantee in this guarantee.
Cumulative amount of overdue external guarantee: as of the announcement date, the company has no overdue external guarantee.
1、 Overview of guarantee
Recently, Shanghaichengdiconstructioncorporationltd(603887) (hereinafter referred to as “the company”) provided a guarantee to Bank Of China Limited(601988) Yangzhong sub branch (hereinafter referred to as “Bank of China”) for the financing and credit of Xiangjiang technology, a wholly-owned subsidiary, with a guarantee amount of 200 million yuan; Provide guarantee to Bank Of Communications Co.Ltd(601328) Zhenjiang Branch (hereinafter referred to as “bocom”) for the financing and credit of Xiangjiang technology, a wholly-owned subsidiary, with a guarantee amount of RMB 30 million; Provide guarantee to Agricultural Bank Of China Limited(601288) Yangzhong sub branch (hereinafter referred to as “ABC”) for the financing and credit of the wholly-owned subsidiary Xiangjiang system, with a guarantee amount of 75 million yuan.
Including this guarantee, the guarantee balance provided by the company to Xiangjiang technology and its subsidiaries is RMB 1326.5 million.
The company’s guarantee does not exceed the authorized guarantee limit.
The above guarantee authorization has been approved by the 29th meeting of the third board of directors and the shareholders of the company in 2020
It is approved by the general meeting. For details, please refer to the relevant announcements disclosed by the company (Announcement No.: 2021-018
2021-046）。
2、 Basic information of the guaranteed
1. Xiangjiang Technology Co., Ltd
Unified social credit Code: 91321100789924074g
Registered address: No. 666, Chunliu North Road, Yangzhong City, Jiangsu Province
Legal representative: Wang Zhiyuan
Registered capital: RMB 200 million
Date of establishment: July 18, 2006
Business scope: communication equipment (except radio transmitting equipment and satellite receiving equipment), high voltage switchgear
Low voltage switchgear, column head cabinet, bus duct, distribution box, optical fiber channel, wiring rack, energy-saving equipment, photoelectric conversion
R & D, production and sales of replacement equipment and related supporting software; Optoelectronics and sensors, generic cabling equipment
R & D, production and sales of; Precision sheet metal manufacturing; R & D, production and sales of generator sets and supporting equipment;
Planning, design, system integration, installation, operation and maintenance of data center computer room and software development of data room products
Technical consulting and technical service business; Self support and agency of import and export business of various commodities and technologies (limited by the state)
Goods and technologies operated by the enterprise or prohibited from import and export (except for goods and technologies); Operate value-added telecommunications services.
Relationship with the company: it is a wholly-owned subsidiary of the company.
Financial data of the guarantor in the latest year:
(unit: yuan)
Subject: December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 3720004332.44 4997930921.74
Total liabilities 2414202472.11 3650598290.25
Including: total bank loans 739882601.39 668724457.39
Total current liabilities 2414202472.11 3650598290.25
Net assets 1305801860.33 1347332631.49
Operating income 1245562903.63 589911230.78
Net profit 233060854.60 41530771.16
2. Xiangjiang System Engineering Co., Ltd
Unified social credit Code: 91321182ma1t9323xa
Registered address: No. 666, Chunliu North Road, Sanmao street, Yangzhong City, Zhenjiang City
Legal representative: Xu Jin
Registered capital: 100 million yuan only
Date of establishment: November 9, 2017
Electronic engineering installation services; Intelligent installation engineering services; Construction of power engineering, housing construction engineering, fire protection engineering and building decoration engineering; Design, construction and maintenance of security engineering; Engineering supervision services; R & D, processing and manufacturing of communication equipment (excluding satellite television broadcasting ground receiving facilities and transmitting devices), high voltage switchgear, low voltage switchgear, column head cabinet, bus duct, distribution box, optical fiber channel, cabling rack and energy-saving equipment; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies limited or prohibited by the state); Computer software development and network technology services; R & D and sales of electronic products, lighting appliances, fire fighting equipment, air conditioning equipment, photoelectric conversion equipment and related supporting software; Installation of electromechanical equipment; Construction labor subcontracting.
Relationship with the company: Xiangjiang system is a wholly-owned subsidiary of the company.
Financial data of the guarantor in the latest year and period:
(unit: yuan)
Subject: December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 1360026613.04 1694445873.96
Total liabilities 1280236313.48 1531076424.79
Including: total bank loans 10017500.00 50017500.00
Total current liabilities 1280236313.48 1531076424.79
Net assets 79790299.56 163369449.17
Operating income 1224416566.89 52198885.18
Net profit -1494883.73 -16543408.71
3、 Main contents of the guarantee agreement
1. Main contents of the maximum guarantee contract signed between the company and BOC
(1) Signed by:
Creditor: Bank Of China Limited(601988) (Yangzhong sub branch)
(2) Maximum guarantee limit: RMB 200 million only
(3) Guarantee mode: joint and several liability guarantee.
(4) Scope of guarantee: interest (including legal interest, agreed interest, compound interest and penalty interest), liquidated damages, damages, expenses for realizing the creditor’s rights (including but not limited to legal fees, lawyer’s fees, notarization fees, execution fees, etc.), losses caused to the creditor due to the debtor’s breach of contract and all other payable expenses, etc, It also belongs to the secured creditor’s right, and its specific amount shall be determined when it is paid off. 5. Guarantee period: the guarantee period of the guaranteed debts under this contract shall be calculated separately one by one, and the guarantee period of each debt shall be three years from the date of expiration of the performance period of the debt.
During the guarantee period, the creditor has the right to require the guarantor to bear the guarantee liability for all or part, multiple or single of the main creditor’s rights involved.
2. Main contents of the guarantee contract signed between the company and bocom
(1) Guarantor: Shanghaichengdiconstructioncorporationltd(603887)
(2) Maximum amount of guarantee: RMB 30 million only
(3) Guarantee mode: joint and several liability guarantee.
(4) Scope of guarantee: principal and interest, compound interest, default interest, liquidated damages, damages and expenses for realizing creditor’s rights under all main contracts. The expenses for realizing the creditor’s rights include but are not limited to collection fees, litigation fees (or arbitration fees), preservation fees, announcement fees, execution fees, lawyer fees, travel expenses and other expenses. (5) Guarantee period: calculated separately according to the debt performance period of each main debt agreed in the main contract (under the bank acceptance bill / letter of credit / letter of guarantee, according to the date of advance payment by the creditor). The guarantee period under each main debt is from the date of expiration of the performance period of the debt (or the date of advance payment by the creditor) to three years after the date of expiration of the performance period of the last due main debt under all the main contracts (or the date of advance payment by the creditor).
If the creditor and the debtor agree that the debtor can perform the repayment obligations by stages, the guarantee period of the main debt shall be calculated separately according to the repayment obligations of each period, from the date of expiration of the performance period of each period of debt (or the date of advance payment by the creditor) to three years after the date of expiration of the performance period of the final due main debt under all the main contracts (or the date of advance payment by the creditor).
If the creditor declares that any main debt is due ahead of schedule, the expiration date of the performance period of the main debt shall be subject to the announced early maturity date.
3. Main contents of the maximum guarantee contract signed between the company and ABC
(1) Signed by:
Guarantor: Shanghaichengdiconstructioncorporationltd(603887)
Creditor: Agricultural Bank Of China Limited(601288) Yangzhong City sub branch
(2) Maximum guarantee limit: seventy five million yuan only
(3) Guarantee mode: joint and several liability guarantee
(4) The scope of guarantee includes the loan principal, interest, default interest, compound interest, liquidated damages, damages payable by the debtor under the main contract, the interest and liquidated damages for delayed performance of the debt determined to be 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, preservation insurance premium, litigation (Arbitration) fee Lawyer’s fees and other expenses for creditors to realize their creditor’s rights.
(5) 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 debtor. 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 term of performance of the debt under the main contract, the Guarantor agrees to continue to bear joint and several suretyship liability for a period of three years from the date of expiration of the term of performance of the debt 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.
4、 Opinions of the board of directors
The guarantee object is a wholly-owned subsidiary of the company, with solvency and business activities under the control of the company. This guarantee is provided for the wholly-owned subsidiary to meet its daily operation needs, and there is no guarantee
