Securities code: 002408 securities abbreviation: Zibo Qixiang Tengda Chemical Co.Ltd(002408) Announcement No.: 2022-002 bond Code: 128128 bond abbreviation: Qi Xiangzhuan 2
Zibo Qixiang Tengda Chemical Co.Ltd(002408)
Announcement on financial leasing business and guarantee of holding 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.
1、 Overview of financial leasing business and guarantee matters
In order to further revitalize stock assets and increase financing channels, Qi xianghuali new materials Co., Ltd. (hereinafter referred to as “Qi xianghuali”), the holding subsidiary of Zibo Qixiang Tengda Chemical Co.Ltd(002408) (hereinafter referred to as “the company”), and Sinopharm Holdings (China) Financial Leasing Co., Ltd. (hereinafter referred to as “Sinopharm leasing”) signed a financial leasing contract, Part of Qi xianghuali’s production equipment will be used as the lease item to apply to Sinopharm leasing for financial leasing (sale and leaseback) business, with a total financing amount of no more than 150 million yuan. The lease period is 36 months from the date when Sinopharm leasing pays the agreed price of the lease item to Qi xianghuali in accordance with the financial leasing contract. According to the business needs, the company signed the letter of guarantee with Sinopharm leasing to provide joint and several liability guarantee for the above financial leasing (sale and leaseback) business.
The company and its holding subsidiary Qi xianghuali have no related relationship with Sinopharm leasing. The above transactions do not constitute related party transactions or major asset restructuring specified in the administrative measures for major asset restructuring of listed companies. The 2020 annual general meeting of shareholders of the company deliberated and approved the proposal on the guarantee amount for subsidiaries within the scope of merger in 2021, and agreed that the total guarantee amount provided by the company for its wholly-owned subsidiaries and holding subsidiaries should not exceed RMB 2700 million. The company can allocate the guarantee amount between companies according to the actual operation situation, The guarantee is valid for 12 months from the date of deliberation and approval by the company’s 2020 annual general meeting of shareholders. The amount of guarantee provided by the company for Qi xianghuali this time is within the above guarantee limit and does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation.
2、 Basic information of counterparty
Company name: Sinopharm Holdings (China) Financial Leasing Co., Ltd
Legal representative: Jiang Xiuchang
Registered capital: 2777.8 million yuan
Unified social credit Code: 91310000329541574w
Date of establishment: February 6, 2015
Business scope: financial leasing business; charter business; Purchase of leased property from outside China; Disposal and maintenance of the residual value of the leased property; Leasing transaction consultation and guarantee; Engage in commercial factoring business related to the main business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Sinopharm leasing does not belong to the dishonest executee. Sinopharm leasing has no relationship with the company, its subsidiaries and the company’s top ten shareholders in terms of property rights, business, assets, creditor’s rights, debts and personnel, nor any other relationship that may or has caused the company and its subsidiaries to favor their interests.
3、 Basic information of the guaranteed
Company name: Qixiang Huali New Material Co., Ltd
Company type: limited liability company (invested or controlled by natural person)
Unified social credit Code: 91371700595232467w
Date of establishment: May 7, 2012
Legal representative: LV Guohua
Registered capital: 240 million yuan
Registered address: No. 333, Haihe Road, development zone, Heze City, Shandong Province
Business scope: licensed items: production of hazardous chemicals; Operation of hazardous chemicals. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: manufacturing of synthetic materials (excluding hazardous chemicals); Sales of synthetic materials; Manufacturing of special chemical products (excluding hazardous chemicals); Sales of special chemical products (excluding hazardous chemicals). (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Qi xianghuali’s latest audited main financial data:
Unit: Yuan
Main financial indicators December 31, 2020
Total assets 1315642932.26
Total liabilities 599948249.49
Net assets 715694682.77
Operating income 975283503.39
Net profit 93913276.91
The company holds 51% equity of Qi xianghuali and is the controlling shareholder of Qi xianghuali. Qi xianghuali does not belong to the person subject to execution for dishonesty. At present, Qi xianghuali has normal overall production and operation, stable business development, good credit status, normal performance ability and controllable guarantee risk. Other shareholders do not provide the same proportion guarantee and do not set counter guarantee in this guarantee.
4、 Main contents of signed contract
(I) main contents of financial lease contract
Lessor: Sinopharm Holdings (China) Financial Leasing Co., Ltd;
Lessee: Qixiang Huali New Material Co., Ltd;
Lease item: general equipment of MMA production plant;
Book value of lease item: 152987085.01 yuan;
Lease agreement price: RMB 150000000.00;
Total rent: 163542920.00 yuan;
Retained purchase price: 300 yuan;
Lease term: 36 months from the date when Sinopharm leasing pays the agreed price of the lease item to Qi xianghuali in accordance with the financial lease contract.
(II) main contents of letter of guarantee
Guarantor: Zibo Qixiang Tengda Chemical Co.Ltd(002408) ;
Beneficiary: Sinopharm Holdings (China) Financial Leasing Co., Ltd;
Guaranteed: Qixiang Huali New Material Co., Ltd;
Guarantee method: joint and several liability guarantee;
Guarantee period: three years from the date of signing the guarantee letter to the date of expiration of the performance period of the main debt under the financial lease contract.
Scope of guarantee: all rents, service charges, purchase retention price, liquidated damages for delay, damages, attorney’s fees, legal fees, preservation fees, preservation insurance fees / preservation guarantee fees, execution fees and other reasonable expenses incurred by your company to realize the creditor’s rights according to the financial lease contract, And all expenses that must be increased due to the change of benchmark interest rate according to the provisions of the main contract.
5、 Accumulated external guarantees and overdue guarantees
As of the date of this announcement, the company’s external guarantees are all guarantees provided to subsidiaries within the scope of consolidated statements, and there are no other external guarantees. Including this new guarantee, the total amount of guarantee from the listed company to its subsidiaries is 2750 million yuan. Including this new guarantee, the total balance of external guarantee of the listed company to its subsidiaries is 639 million yuan, accounting for 5.47% of the latest audited net assets of the listed company. The company has no overdue and litigation related external guarantee.
6、 Documents for future reference
1. Financial leasing contract signed by Qi xianghuali and Sinopharm leasing;
2. Letter of guarantee signed between the company and Sinopharm leasing.
It is hereby announced.
Zibo Qixiang Tengda Chemical Co.Ltd(002408) board of directors
January 14, 2022
