Securities code: 000528 securities abbreviation: Liugong Announcement No.: 2022-22
Guangxi Liugong Machinery Co.Ltd(000528)
Announcement on the transfer of guarantee amount between 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
1. Consideration of guarantee
Guangxi Liugong Machinery Co.Ltd(000528) (hereinafter referred to as "the company"), the 29th meeting of the eighth board of directors held on December 28, 2020 and the first extraordinary general meeting of 2021 held on January 25, 2021, deliberated and adopted the proposal on the company's provision of guarantees to its subsidiaries in 2021, agreeing that the company will provide guarantees to 23 wholly-owned subsidiaries One holding subsidiary and the newly established or newly incorporated wholly-owned and holding companies of the company in 2021 provide a guarantee with a maximum amount of RMB 11.863 billion, and other shareholders of the holding subsidiary provide the same guarantee or counter guarantee according to the proportion of capital contribution. The validity period of the above guarantee matters is from the date of approval by the general meeting of shareholders to the date when the general meeting of shareholders considers the provision of external guarantee for subsidiaries in the next year, and authorizes Mr. Zeng Guangan, chairman of the board, or his authorized person to sign relevant documents and procedures when handling the company's financing guarantee within the financing guarantee limit. It is agreed that the company can adjust the guarantee amount between the guarantee objects under the condition of meeting the internal and external regulations, and authorize Mr. Zeng Guangan, the chairman of the board, to approve the adjustment. For details, please refer to cninfo.com.cn on December 30, 2020 Announcement on the company's provision of guarantees to its subsidiaries in 2021 (Announcement No.: 2020-55) disclosed on the.
2. Adjustment of guarantee amount
On December 24, 2021, the company received the reply on approving Guangxi Liugong Machinery Co.Ltd(000528) to issue shares to Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Co., Ltd. and merge Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. (zjxk [2021] No. 4021) issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC"), For details, please refer to the announcement on the approval of China Securities Regulatory Commission for the company's issuance of shares, absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions (Announcement No.: 2021-100) issued by the company on December 25, 2021, Agree to absorb and merge Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Co., Ltd. (hereinafter referred to as " Guangxi Liugong Machinery Co.Ltd(000528) " Co., Ltd.) (hereinafter referred to as "this absorption and merger").
Whereas: (1) since the merger was approved by the CSRC, the company and Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. are in the process of asset delivery. As of the disclosure date of this announcement, Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. has transferred its subsidiaries Liuzhou ouvim Machinery Co., Ltd., Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Agricultural Machinery Co., Ltd., Guangxi Zhongyuan Machinery Co., Ltd The equity of Guangxi Liugong Machinery Co.Ltd(000528) construction machinery Jiangsu Co., Ltd. and Guangxi Liugong Machinery Co.Ltd(000528) (Liuzhou) Compressor Co., Ltd. is transferred to the name of the company; (2) According to the absorption and merger plan, after the completion of the absorption and merger, the company, as the surviving party, will inherit and undertake all assets, liabilities, contracts and all other rights and obligations of Guangxi Liugong Machinery Co.Ltd(000528) limited. The guarantee of Guangxi Liugong Machinery Co.Ltd(000528) limited to its subsidiaries shall be undertaken by the company; (3) As of the disclosure date of this announcement, Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. has provided guarantees for its subsidiaries Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Agricultural Machinery Co., Ltd. and Si Neng Petrochemical Co., Ltd. (its controlling shareholder is Guangxi Zhongyuan Machinery Co., Ltd.), which are required to meet the daily business activities and business development needs of these subsidiaries.
Now Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Agricultural Machinery Co., Ltd. and Si Neng Petrochemical Co., Ltd. have become the holding subsidiaries of the company. According to the absorption and merger plan and the authorization of the company's first extraordinary general meeting in 2021, the unused guarantee amount of the company's newly established or newly incorporated wholly-owned and holding subsidiaries is RMB 150 million, Transfer 106.8 million yuan to Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Agricultural Machinery Co., Ltd. and 33.33 million yuan to sneng Petrochemical Co., Ltd; This adjustment is only within the total guarantee approved by the general meeting of shareholders, and the total guarantee provided for subsidiaries remains unchanged at RMB 11863.49 million. The guarantee adjustment has been approved by the chairman of the company, and the amount adjustment is as follows: unit: 10000 yuan
The assets of the guarantor and the secured party are negative, the approved guarantee is not used, and after the current adjustment, the debt ratio limit can be used as the guarantee limit
New establishment of the company
Guangxi Guangxi Liugong Machinery Co.Ltd(000528) or newly added
Wholly owned by machinery shares - 150000.00 150000.00 -14013.00 135987.00 135987.00 Co., Ltd. and holding subsidiaries
company
Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Guangxi Guangxi Liugong Machinery Co.Ltd(000528)
Machinery stock agricultural machinery 50.88% 0 0 10680.00 10680.00 10680.00 Co., Ltd
company
Guangxi Guangxi Liugong Machinery Co.Ltd(000528) sneng petroleum
Machinery and Chemical Co., Ltd. 60.80% 0 0 3333.00 3333.00 3333.00 Co., Ltd
Note: the latest asset liability ratio of the guaranteed party is calculated according to the financial data on September 30, 2021
2、 Basic information of the guaranteed
1. Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Agricultural Machinery Co., Ltd
Date of establishment: February 22, 2016
Registration place: No. 46, Baifan Road, Liuzhou City
Legal representative: Huang Xiangquan
Registered capital: 277.912088 million yuan
Main business scope: general items: agricultural machinery and agricultural machinery accessories, mechanical products and accessories, sprinkler irrigation equipment R & D, manufacturing, sales, installation and after-sales service; Leasing of agricultural machinery and equipment; Technical R & D, consultation, transfer, service and test of agricultural machinery and mechanical products; Technical management consulting; Site leasing; Installation and maintenance of industrial automation control system, electrical equipment and power engineering equipment; Import and export of goods and technologies (except for goods and technologies restricted or prohibited by the state); Crop planting and sales (planting is limited to branches).
Licensed items: tractor driving training (for items that must be approved according to law, economic activities can be carried out only after being approved by relevant departments. The specific business items shall be subject to the approval documents or licenses of relevant departments).
Ownership structure: the company indirectly controls 100%.
No. shareholder name contribution amount (10000 yuan) shareholding ratio (%)
1 Guangxi Liugong Machinery Co.Ltd(000528) 27,200 97.8727%
2 Guangxi Zhongyuan Machinery Co., Ltd. 100 0.3598%
3 Liuzhou Jiayou enterprise management partnership (limited partnership) 491.2088 1.7675%
Total 27791.2088 100%
Audited financial status in 2020: total assets of 647.12 million yuan, total liabilities of 309.27 million yuan, net assets of 337.85 million yuan, asset liability ratio of 47.79%, operating income of 253.17 million yuan, total profit of 27.14 million yuan and net profit of 25.38 million yuan.
Unaudited financial status in September 2021: total assets of 687.85 million yuan, total liabilities of 350 million yuan, net assets of 337.86 million yuan, asset liability ratio of 50.88%, operating income of 113.17 million yuan, total profit of 7.69 million yuan and net profit of 6.71 million yuan.
2. Si Neng Petrochemical Co., Ltd
Date of establishment: September 17, 2008
Registered address: No. 6, Yangtai Road, Yanghe industrial new area, Liuzhou City
Legal representative: Yu chuanfen
Registered capital: 120 million yuan
Main business scope: production, sales, import and export trade of lubricating oil, grease, cooling oil, motor vehicle brake fluid, engineering plastic parts and automobile exhaust treatment solution, road general cargo transportation and special cargo transportation (tank transportation); Foreign investment with its own funds, investment management consulting, automobile maintenance, automobile maintenance, automobile supplies sales and automobile cleaning. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
Ownership structure: the company indirectly controls 51%.
No. shareholder name contribution amount (10000 yuan) shareholding ratio (%)
1 Guangxi Zhongyuan Machinery Co., Ltd. 6120.00 51.00%
2 Shi Yaogang 2808.00 23.40%
3 Wu Tujin 2172.00 18.10%
4. Shi Jiangang 270.00 2.25%
5 Huang Dejing 270.00 2.25%
6 Huang Fuyun 216.00 1.80%
7 Wu Xian 144.00 1.20%
Total 12000.00 100%
Audited financial status in 2020: total assets of 441.17 million yuan, total liabilities of 271.7 million yuan, net assets of 169.47 million yuan, asset liability ratio of 61.59%, operating income of 376.74 million yuan, total profit of 29.29 million yuan and net profit of 24.13 million yuan.
Unaudited financial status in September 2021: total assets of 411.29 million yuan, total liabilities of 250.07 million yuan, net assets of 161.22 million yuan, asset liability ratio of 60.80%, operating income of 297.77 million yuan, total profit of 25.68 million yuan and net profit of 21.74 million yuan.
3、 Main contents of the guarantee agreement
1. Main contents of the guarantee agreement for Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Agricultural Machinery Co., Ltd
Agreement 1:
Guarantor: Guangxi Liugong Machinery Co.Ltd(000528)
Debtor: Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Agricultural Machinery Co., Ltd
Creditor: Liuzhou Bank Co., Ltd
Guarantee method: maximum guarantee
Guarantee amount: RMB 33.3 million
Guarantee period: the period during which the guarantor assumes the guarantee liability is two years after the expiration of the debt performance period.
It is a wholly-owned subsidiary of the company and does not involve the same proportion of guarantee or counter guarantee of other shareholders.
Agreement 2:
Guarantor: Guangxi Liugong Machinery Co.Ltd(000528)
Debtor: Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Agricultural Machinery Co., Ltd
Creditor: Bank Of China Limited(601988) Liuzhou Branch
Guarantee method: maximum guarantee
Guarantee amount: RMB 30 million
Guarantee period: the period during which the guarantor assumes the guarantee liability is three years from the date of expiration of the main debt performance period.
It is a wholly-owned subsidiary of the company and does not involve the same proportion of guarantee or counter guarantee of other shareholders.
Agreement 3:
Guarantor: Guangxi Liugong Machinery Co.Ltd(000528)
Debtor: Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Agricultural Machinery Co., Ltd
Creditor: medium
