Soochow Securities Co.Ltd(601555)
About Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd
Verification opinions on providing guarantee for wholly-owned subsidiaries
Soochow Securities Co.Ltd(601555) (hereinafter referred to as ” Soochow Securities Co.Ltd(601555) ” or “sponsor”) as the sponsor of Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. (hereinafter referred to as ” Farasis Energy (Gan Zhou) Co.Ltd(688567) ” or “company”) to issue A-Shares to specific objects in 2021, in accordance with the administrative measures for securities issuance and listing recommendation business, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and other relevant provisions, The wholly-owned subsidiary farasisenergyglobal Limited (hereinafter referred to as “Funeng global”) applied to Shanghai Pudong Development Bank Co.Ltd(600000) (hereinafter referred to as ” Shanghai Pudong Development Bank Co.Ltd(600000) “) for a comprehensive credit line to provide guarantee, and issued verification opinions as follows: I. overview of guarantee
The company plans to provide guarantee for the wholly-owned subsidiary Funeng global to apply for a comprehensive credit line of Shanghai Pudong Development Bank Co.Ltd(600000) with a guarantee line of no more than US $26 million, and the guarantee period is within 12 months from the date of deliberation and approval by the board of directors. After obtaining the loan, Funeng global will eventually lend it to the wholly-owned subsidiary farasis energy USA (hereinafter referred to as “Funeng America”) for the operation and development of Funeng America.
This matter is within the scope of authorization of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the guaranteed
(I) farasis energy Global Limited
Date of establishment: August 29, 2018
Registered address: Suite 1008 property mtllennia Plaza 663 King’s sRoad Quarry Bay HK
Issued share capital: 1 share
Main business: platform for overseas shareholding of the company
Composition and control of shareholders: Farasis Energy (Gan Zhou) Co.Ltd(688567) holds 100% equity of Farasis Energy (Gan Zhou) Co.Ltd(688567) (Zhenjiang) Co., Ltd. and Farasis Energy (Gan Zhou) Co.Ltd(688567) (Zhenjiang) Co., Ltd. holds 100% equity of Funeng global.
Main financial data of the last year:
Currency: RMB unit: 10000 yuan
Project ending date / period total assets net assets operating income net profit
Farasis energy December 31, 20211404923-16.75 Global Limited / year 2021
Note: the above data have been audited.
Funeng global exists in accordance with the law, and there are no major contingencies affecting its solvency. It is not a dishonest executee.
3、 Main contents of the guarantee agreement
At present, the company has not signed the relevant guarantee agreement. The total amount of the above planned guarantee is only the guarantee limit that the company plans to apply for comprehensive credit for the wholly-owned subsidiary. The specific guarantee amount, guarantee type and guarantee method need to be reviewed and approved by the bank or relevant financial institutions, and the actual signed contract shall prevail.
4、 Reasons and necessity of guarantee
This guarantee is to accelerate the implementation of the company’s globalization strategy and meet the needs of the company’s overseas business operation and development. The operation and financial status of the wholly-owned subsidiaries of the company are stable. At the same time, the company has sufficient control over the wholly-owned subsidiaries. The company has less guarantee risk and will not affect the interests of the company and all shareholders.
5、 Accumulated external guarantee amount and overdue guarantee amount
As of the disclosure date of this announcement, the balance of external guarantees (all wholly-owned subsidiaries) of the company was 25829122 million yuan, accounting for 27.85% of the company’s latest audited net assets and 12.34% of the latest audited total assets. According to the principle of cumulative calculation of guarantee amount for 12 consecutive months, the total amount of guarantee amount of the company within 12 months is 4775.5 million yuan (including this time), which does not exceed 30% of the company’s latest audited total assets, so it is not necessary to submit it to the general meeting of shareholders for deliberation. The company does not provide guarantees for units outside the consolidated statements, overdue external guarantees, external guarantees involving litigation, or losses due to the judgment of losing the guarantee.
6、 Review procedure
At the 44th meeting of the first board of directors held on May 20, 2022, the company considered and adopted the proposal on providing guarantee for indirect wholly-owned subsidiaries to apply for comprehensive credit from banks with 11 votes in favor, 0 abstentions and 0 votes against. The independent directors expressed their independent opinions on the proposal. This guarantee does not need to be submitted to the general meeting of shareholders for deliberation.
In order to improve work efficiency and handle the above financing business in time, the board of directors authorizes the chairman or general manager to exercise financing decision-making power and sign relevant legal documents within the authorized amount and period. The specific matters shall be organized and implemented by the Finance Department of the company.
The board of Directors believes that the guarantee provided by the company for the wholly-owned subsidiary’s application for comprehensive credit is made in comprehensive consideration of the business development needs of the company and its subsidiaries, which is in line with the actual operation situation and overall development strategy of the company. The guarantee object is a wholly-owned subsidiary of the company, which has solvency and can effectively control and prevent guarantee risks. The guarantee matters are in line with the interests of the company and all shareholders.
The independent directors believe that the guarantee provided by the company for the comprehensive credit application of the wholly-owned subsidiary is to meet the needs of the company’s overseas business operation and development, in line with the company’s actual operation and overall development strategy. The guarantee object is a wholly-owned subsidiary of the company, which can effectively control and prevent guarantee risks. The decision-making and approval procedures comply with relevant laws and regulations and the articles of association of Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. (hereinafter referred to as the “articles of association”), and there is no situation that damages the interests of the company and shareholders, especially minority shareholders. Therefore, we unanimously agree that the company will provide guarantees for its wholly-owned subsidiaries.
7、 Verification opinions of the recommendation institution
The 44th meeting of the first board of directors of the company deliberated and approved the proposal on providing guarantee for indirect wholly-owned subsidiaries to apply for comprehensive credit from banks. The independent directors of the company expressed their independent opinions on the matter, fulfilled the necessary legal procedures, and met the requirements of relevant standardized operations such as the company law, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, etc.
It is to provide guarantee for the overall business development of the subsidiary and meet the actual business development needs of the wholly-owned company. The guarantee object is a wholly-owned subsidiary of the company, which can effectively control and prevent guarantee risks. The decision-making and approval procedures comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
Based on the above situation, the recommendation institution has no objection to the guarantee provided by the listed company for the wholly-owned subsidiary. (no text below)
(there is no text on this page, which is the signature page of Soochow Securities Co.Ltd(601555) verification opinions on the guarantee provided by Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. for wholly-owned subsidiaries)
Sponsor representative: Shen Xiaozhou, Zhang Dongliang
Soochow Securities Co.Ltd(601555) mm / DD / yyyy
