Securities code: 002271 securities abbreviation: Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) Announcement No.: 2022-005 Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271)
Progress announcement on providing guarantee for 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 guarantee
(I) basic information of this guarantee
Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) (hereinafter referred to as “the company”) and China Construction Bank Corporation(601939) Jiande sub branch (hereinafter referred to as “Jiande sub branch of CCB”) signed the maximum principal guarantee contract (Contract No.: htc330617500zgdb2021n008), The company provides joint and several liability guarantee for a series of debts of the debtor under the main contract signed between CCB Jiande sub branch and the company’s wholly-owned subsidiary Hangzhou Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) building materials Co., Ltd. (hereinafter referred to as “Hangzhou Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) ” or “debtor”), and the guarantee period is calculated separately according to the single credit business handled by CCB Jiande branch for the debtor, From the date of signing the main contract of a single credit business to three years after the expiration of the debtor’s debt performance period under the main contract. The maximum principal balance of the creditor’s rights guaranteed above is RMB 100 million.
The company has signed the guarantee contract (Contract No.: 20214081) with Bank Of Communications Co.Ltd(601328) Jiande sub branch (hereinafter referred to as ” Bank Of Communications Co.Ltd(601328) Jiande sub branch”), and the company provides joint and several liability guarantee for all main contracts signed within a certain period between Bank Of Communications Co.Ltd(601328) Jiande sub branch and Hangzhou Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) , a wholly-owned subsidiary of the company, The guarantee period shall be calculated separately according to the debt performance period of each main debt agreed in the main contract, from the date of expiration of each debt performance period to three years after the date of expiration of the debt performance period of all the final due main debts under the main contract. The maximum principal balance of the principal creditor’s rights guaranteed above is RMB 300 million.
The company signed the guarantee contract with Bank Of Communications Co.Ltd(601328) Xuzhou Branch (hereinafter referred to as ” Bank Of Communications Co.Ltd(601328) Xuzhou branch”), and the company provided joint and several liability guarantee for a series of debts under the main contract between Bank Of Communications Co.Ltd(601328) Xuzhou branch and Xuzhou Woniushan new waterproof material Co., Ltd. (hereinafter referred to as “Xuzhou Woniushan”), a wholly-owned subsidiary of the company, The guarantee period shall be calculated separately according to the debt performance period of each main debt agreed in the main contract, from the date of expiration of each debt performance period to three years after the date of expiration of the debt performance period of all the final due main debts under the main contract. The maximum amount of creditor’s rights guaranteed above is RMB 80 million.
The company signed the maximum irrevocable guarantee (Contract No.: 2021 Bao Zi No. 211101103) to China Merchants Bank Co.Ltd(600036) Xinyi sub branch (hereinafter referred to as ” China Merchants Bank Co.Ltd(600036) Xinyi sub branch”), and the company is jointly and severally liable for all debts owed to China Merchants Bank Co.Ltd(600036) Xinyi sub branch by Xuzhou Woniushan and China Merchants Bank Co.Ltd(600036) Xinyi sub branch under the credit agreement, The guarantee period is from the effective date of this guarantee to the maturity date of each loan or other financing or China Merchants Bank Co.Ltd(600036) account receivable creditor’s right transferred by Xinyi sub branch under the credit agreement or the advance date of each advance plus three years. The sum of the principal balance of the aforesaid guarantee is RMB 30 million.
(II) consideration of guarantee
At the 34th meeting of the 7th board of directors held on April 15, 2021 and the 2020 annual general meeting held on May 10, 2021, the company considered and adopted the proposal on providing guarantee for subordinate companies to apply for comprehensive credit from banks and other financial institutions, It is agreed to provide a guarantee with a total amount of no more than 18.7 billion yuan for subordinate companies to apply for comprehensive credit from banks and other financial institutions, including no more than 80 million yuan for Hangzhou Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) and no more than 45 million yuan for Xuzhou Woniushan. For details, please refer to securities times, China Securities Journal and cninfo.com published by the company on April 16, 2021 and May 11, 2021 respectively（ http://www.cn.info.com.cn. ）Announcement on the resolution of the 34th meeting of the seventh board of directors (Announcement No.: 2021-064), announcement on providing guarantee for subordinate companies (Announcement No.: 2021-069) and announcement on the resolution of 2020 annual general meeting of shareholders (Announcement No.: 2021-087).
Before the guarantee actually occurred, the company’s guarantee balance for Hangzhou Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) was 575 million yuan, of which 295 million yuan was the 34th meeting of the seventh board of directors held on April 15, 2021 The guarantee balance actually occurred before the 2020 annual general meeting of shareholders held on May 10, 2021 deliberated and adopted the proposal on providing guarantee for subordinate companies to apply for comprehensive credit from banks and other financial institutions (hereinafter referred to as the “guarantee proposal deliberated and approved by 2020 annual general meeting of shareholders”), 280 million yuan is the guarantee balance actually occurred after the guarantee proposal was considered and approved by the 2020 annual general meeting of shareholders. Therefore, the remaining available guarantee amount of Hangzhou Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) is 52 million yuan; The company’s guarantee balance for Xuzhou Woniushan is RMB 3.3542 million, which is the actual guarantee balance before the guarantee proposal is considered and approved by the 2020 annual general meeting of shareholders. Therefore, Xuzhou Woniushan
After the guarantee actually occurred, the company’s guarantee amount for Hangzhou Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) is 975 million yuan (including 295 million yuan of guarantee balance actually occurred before the guarantee proposal was considered and approved by the 2020 annual general meeting, 280 million yuan of guarantee balance actually occurred after the guarantee proposal was considered and approved by the 2020 annual general meeting, and the guarantee amount is 400 million yuan), The remaining available guarantee amount is 120 million yuan; The company’s guarantee amount for Xuzhou Woniushan is 113.3542 million yuan (of which the guarantee balance actually occurred before the guarantee proposal was considered and approved by the 2020 annual general meeting of shareholders is 3.3542 million yuan, and the guarantee amount this time is 110 million yuan), and the remaining available guarantee amount is 340 million yuan.
2、 Basic information of the guaranteed
(I) Company Name: Hangzhou Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) building materials Co., Ltd
1. Date of establishment: September 14, 2015;
2. Registered address: No. 1, Wuxing Road, xiaya Town, Jiande City, Hangzhou, Zhejiang Province;
3. Legal representative: Li Jingrong;
4. Registered capital: 100 million yuan;
5. Main business: technical development, manufacturing, sales and technical services of various waterproof materials, anti-corrosion materials, thermal insulation materials, lake asphalt materials, mortar materials and other relevant building materials and complete sets of building equipment; Undertake waterproof construction, anti-corrosion and thermal insulation construction; Operate the export business of the self-produced products and technologies of the enterprise; The import business of raw and auxiliary materials, instruments and meters, mechanical equipment, spare parts and technologies required for the production of the enterprise (except for commodities and technologies limited or prohibited by the state); Incoming processing, sample processing, incoming assembly and compensation trade of various waterproof materials, anti-corrosion materials, thermal insulation materials, lake asphalt materials and mortar materials.
6. Equity structure: the company holds 100% equity of Hangzhou Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) and is a wholly-owned subsidiary of the company. 7. Financial data of the latest year
As of December 31, 2020, Hangzhou Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) had total assets of 857491229.81 yuan, total liabilities of 545045444.55 yuan, total amount involved in contingencies of 0.00 yuan, net assets of 312445785.26 yuan, operating income of 911195064.39 yuan, total profit of 117616922.97 yuan and net profit of 98165592.21 yuan in 2020.
As of September 30, 2021, Hangzhou Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) had total assets of 1419587180.13 yuan, total liabilities of 997873392.70 yuan, total amount involved in contingencies of 0.00 yuan, net assets of 421713787.43 yuan, operating income of 1342321395.15 yuan in the first three quarters of 2021, and profit audited). The latest corporate credit rating of Hangzhou Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) is grade 8.
8. Hangzhou Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) has a good credit status and is not a dishonest person.
(II) Company Name: Xuzhou Woniushan new waterproof material Co., Ltd
1. Date of establishment: December 27, 1995;
2. Registered address: No. 9, Weiqi Road, Xinyi Economic Development Zone, Jiangsu Province;
3. Legal representative: Yu Jie;
4. Registered capital: RMB 10.02 million;
5. Main business: manufacturing building waterproof coiled materials; Technical development, manufacturing, sales and technical services of waterproof materials, anti-corrosion materials, thermal insulation materials, building coatings, mortar materials, sealing and bonding materials, rubber products, sealing products and building equipment; Waterproof engineering construction, anti-corrosion and thermal insulation engineering construction; Self operated and acting as an agent for the import and export of various commodities and technologies (except for commodities and technologies restricted or prohibited by the state); It is engaged in incoming processing and “three supplies and one compensation” business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) general projects: non residential real estate leasing (except for projects subject to approval according to law, business activities can be carried out independently according to law with business license).
6. Equity structure: the company holds 100% equity of Xuzhou Woniushan and is a wholly-owned subsidiary of the company.
7. Financial data of the latest year
As of December 31, 2020, Xuzhou’s Woniushan has total assets of 1122232488.69 yuan, total liabilities of 589202896.45 yuan, total amount involved in contingencies of 0.00 yuan, net assets of 533029592.24 yuan, operating revenue of 1236546583.03 yuan, total profit of 194151477.83 yuan and net profit of 149357571.47 yuan in 2020.
As of September 30, 2021, Xuzhou’s Woniushan has total assets of 1711274263.24 yuan, total liabilities of 1056036071.74 yuan, total amount involved in contingencies of 0.00 yuan, net assets of 655238191.50 yuan, operating income of 1148349832.98 yuan and total profit of 154686094.98 yuan in the first three quarters of 2021, The net profit is 121438466.85 yuan (the data of the first three quarters of 2021 are Unaudited). The latest enterprise credit rating of wuniushan in Xuzhou is grade 7.
8. Xuzhou Woniushan is in good credit condition and does not belong to the dishonest executee.
3、 Main contents of the guarantee agreement
(I) maximum principal guarantee contract signed by the company and Jiande sub branch of China Construction Bank
Guarantor (Party A): Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271)
Creditor (Party B): China Construction Bank Corporation(601939) Jiande sub branch
1. Guarantee mode
The guarantee provided by Party A under this contract is joint and several liability guarantee.
2. Guarantee period
(1) The guarantee period under this contract shall be calculated separately according to the single credit business handled by Party B for the debtor, that is, from the date of signing the main contract of the single credit business to three years after the expiration of the debtor’s debt performance period under the main contract.
(2) If Party B and the debtor reach an extension agreement on the debt performance period under the main contract, the guarantee period shall end three years after the expiration of the debt performance period re agreed in the extension agreement. The extension does not require the consent of the guarantor, and the guarantor shall still bear joint and several guarantee liabilities.
(3) In case of any event stipulated by laws and regulations or agreed in the main contract, if Party B declares that the debt is due in advance, the guarantee period shall end three years after the date of early maturity of the debt.
3. Guarantee amount and guarantee scope
The principal balance not exceeding RMB 100 million under the main contract; As well as interest, liquidated damages, compensation, judgment or mediation and other effective legal documents, double the debt interest payable during the delay in performance, other payments payable by the debtor to Party B, and all expenses incurred by Party B to realize its creditor’s rights and security rights.
(II) guarantee contract signed by the company and Bank Of Communications Co.Ltd(601328) Jiande sub branch
Guarantor: Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271)
Creditor: Bank Of Communications Co.Ltd(601328) Jiande sub branch
1. Guarantee mode
The guarantee under this contract is joint and several liability guarantee.
2. Guarantee period
(1) The guarantee period shall be calculated separately according to the debt performance period of each main debt agreed in the main contract. The guarantee period under each main debt is from the date of expiration of the performance period of the debt to three years after the expiration of the performance period of all the main debts finally due under the main contract.
(2) 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 to three years after the expiration of the performance period of all the final due main debts under the main contract.
(3) 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. Guarantee amount
The maximum principal balance of the principal creditor’s rights guaranteed by the guarantor is RMB 300 million only.
4. Guarantee scope
The scope of guarantee includes 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, legal fees, preservation fees, announcement fees, execution fees, lawyer fees, travel expenses and other expenses.
(III) guarantee contract signed by the company and Bank Of Communications Co.Ltd(601328) Xuzhou Branch
Guarantor: Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271)
Creditor: Bank Of Communications Co.Ltd(601328) Xuzhou Branch
1. Guarantee mode
The guarantee under this contract is joint and several liability guarantee.
2. Guarantee period
(1) The guarantee period shall be in accordance with the provisions of the main contract
