Securities code: Farasis Energy (Gan Zhou) Co.Ltd(688567) securities abbreviation: Farasis Energy (Gan Zhou) Co.Ltd(688567) Announcement No.: 2022041 Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd
Announcement on providing guarantee for wholly-owned subsidiaries
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law. Important content: Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. (hereinafter referred to as “the company”) plans to apply for a comprehensive credit line to Shanghai Pudong Development Bank Co.Ltd(600000) (hereinafter referred to as ” Shanghai Pudong Development Bank Co.Ltd(600000) “) for a wholly-owned subsidiary farasisenergy Global Limited (hereinafter referred to as “FEG”) to provide guarantee, with the guarantee line not exceeding US $26 million, and the guarantee period is within 12 months from the date of deliberation and approval of the board of directors. After obtaining the loan, FEG will eventually lend it to the wholly-owned subsidiary farasis energy USA (hereinafter referred to as “feu”) for the operation and development of feu. There is no counter guarantee in this guarantee. As of the disclosure date of this announcement, the balance of external guarantees (all wholly-owned subsidiaries) of the company was 25829122 million yuan. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Overview of guarantee
(I) overview
In order to accelerate the implementation of the company’s globalization strategy and meet the needs of the company’s overseas business development, the company plans to apply for a comprehensive credit line to Shanghai Pudong Development Bank Co.Ltd(600000) and its branches for a guarantee for FEG, a wholly-owned subsidiary, 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, FEG will eventually lend it to the wholly-owned subsidiary feu for the operation and development of feu.
(II) deliberation 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.
2、 Basic information of the guaranteed
Company name: 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
Main financial data:
Currency: RMB unit: 10000 yuan
Total assets, net assets, operating income and net profit of the guaranteed as of date / period
Farasis energy December 31, 2021 / 202114049231403162 – 16.75 year of Global Limited (audited)
FEG 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、 Opinions of the board of directors
At the 44th meeting of the first board of directors held on May 20, 2022, the company deliberated and adopted the proposal on providing guarantee for indirect wholly-owned subsidiaries to apply for comprehensive credit from banks.
The board of Directors believes that the guarantee provided by the company for the comprehensive credit application of the wholly-owned subsidiary 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.
6、 Opinions of the sponsor
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. 7、 Accumulated external guarantee amount and overdue guarantee amount
As of the disclosure date of this announcement, the balance of the company’s external guarantee (all wholly-owned subsidiaries) was 25829122 million yuan, accounting for 27.85% of the company’s latest audited net assets. The company does not provide guarantees to units outside the consolidated statements, overdue external guarantees, external guarantees involving litigation, or losses due to the judgment of losing the guarantee.
It is hereby announced.
Board of directors of Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. May 21, 2022
