Securities code: 002266 securities abbreviation: Zhefu Holding Group Co.Ltd(002266) Announcement No.: 2022-007 Zhefu Holding Group Co.Ltd(002266)
Announcement on providing guarantee for wholly-owned 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
In order to meet the production and operation needs of the subsidiary, Zhefu Holding Group Co.Ltd(002266) (hereinafter referred to as “the company”) recently signed the maximum guarantee contract with Bank Of Beijing Co.Ltd(601169) Hangzhou branch, Provide joint and several liability guarantee for the creditor’s rights with a maximum balance of 50 million yuan (in words: 50 million yuan only) applied by the wholly-owned subsidiary Zhejiang Fuchunjiang Hydropower Equipment Co., Ltd. (hereinafter referred to as “Zhefu Hydropower”) to the bank, and the guarantee period is three years from the expiration of the debt performance period.
The company held the 9th meeting of the 5th board of directors and the general meeting of shareholders in 2020 on April 27 and May 20, 2021 respectively, deliberated and adopted the proposal on the application of credit line and guarantee from the bank by the company and its subsidiaries, and agreed to apply for comprehensive credit line and special loan from the bank to provide guarantee for the production and operation of Zhefu hydropower in 2021, The guarantee amount is 1 billion yuan, and the period is from the date of deliberation and approval of the 2020 annual general meeting of shareholders to the date of convening the next annual general meeting of shareholders. Before this guarantee, the company’s guarantee balance for Zhefu hydropower was 159.435 million yuan; After this guarantee, the company’s guarantee balance for Zhefu hydropower is 159.435 million yuan, and the remaining available guarantee amount is 840.565 million yuan. The independent directors of the company have expressed their independent opinions on this matter.
For details, please refer to securities times, Shanghai Securities News, securities daily and cninfo.com on April 29 and May 21, 2021（ http://www.cn.info.com.cn. ）Announcement on the resolution of the board of directors (Announcement No.: 2021-023), announcement on the application of the company and its subsidiaries for credit line and guarantee from the bank (Announcement No.: 2021-027) and announcement on the resolution of the general meeting of shareholders in 2020 (Announcement No.: 2021-042).
This guarantee is not a connected transaction and there is no counter guarantee.
2、 Basic information of the guaranteed
(I) basic information of the guaranteed
Name: Zhejiang Fuchunjiang Hydropower Equipment Co., Ltd
Unified social credit code 91330122566091108t
Legal representative: Zheng huaiyong
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered capital: RMB 802 million
Date of establishment: January 12, 2011
Registration authority: Tonglu County market supervision and Administration Bureau
Address: No. 99, Hongqi South Road, Fuchunjiang Town, Tonglu County
General items: Manufacture of water turbine and auxiliary equipment; Generator and generator set manufacturing; Sales of generators and generator sets; Manufacturing of marine energy generator set; Sales of marine energy generating units; General equipment repair; General mechanical equipment installation services; Maintenance of electronic and mechanical equipment (excluding special equipment); Research and development of mechanical equipment; Sales of mechanical equipment; Manufacturing of mechanical and electrical equipment; Sales of power electronic components; Manufacturing of marine supporting equipment; Pump and vacuum equipment manufacturing; Sales of pumps and vacuum equipment; General equipment manufacturing (excluding special equipment manufacturing); Metal structure manufacturing; Metal structure sales; Technical services, technical development, technical business scope, technical consultation, technical exchange, technology transfer and technology promotion; Water conservancy related consulting services; Foreign contracted projects; Sales of special equipment; Research and development of complete sets of nuclear power equipment and engineering technology; Ship design; Research and development of motor and its control system (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). Licensed items: import and export of goods; Power supply business; Manufacturing of special equipment; Design of civil nuclear safety equipment; Manufacturing of civil nuclear safety equipment; Installation of civil nuclear safety equipment; Road cargo transportation (excluding dangerous goods) (for projects that must be approved 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 results).
Zhefu hydropower is a wholly-owned subsidiary of the company.
(II) financial situation of the guaranteed
The main financial data of Zhefu hydropower in the latest year and phase I are as follows:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
(Unaudited) (audited)
Total assets 258511.01 226275.77
Total liabilities 93435.34 75932.64
Total owner’s equity 165075.67 150343.13
Project from January to September 2021 to 2020
(Unaudited) (audited)
Operating income 44657.92 68273.29
Total profit 14732.54 5667.99
Net profit 14732.54 5667.99
Note: as of September 30, 2021, the statement (data) has not been audited, and as of December 31, 2020, the statement (data) has been audited by Tianjian Certified Public Accountants (special general partnership).
After verification, Zhefu hydropower does not belong to the “dishonest executee”.
3、 Main contents of this guarantee agreement
1. Guarantor: Zhefu Holding Group Co.Ltd(002266)
2. Guarantor: Zhejiang Fuchunjiang Hydropower Equipment Co., Ltd
3. Creditor: Bank Of Beijing Co.Ltd(601169) Hangzhou Branch
4. Guarantee amount: 50 million yuan (in words: 50 million yuan only)
5. Guarantee method: joint and several liability guarantee
6. Guarantee period: three years from the date of expiration of the debt performance period
4、 Opinions of the board of directors
The board of Directors believes that the guarantee has been deliberated and approved at the 9th meeting of the 5th board of directors and the 2020 general meeting of shareholders, the financial risk of providing guarantee is within the company’s control, the company has the ability to control its operation and management risk, the guarantee for subsidiaries will not affect the normal operation of the company, and the loans of subsidiaries are required for daily operation, Meet the needs of the company’s overall development strategy. The guarantee provided by the company for the wholly-owned subsidiary complies with relevant regulations, the decision-making process is legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
5、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the total amount of the company’s approved guarantee amount for subsidiaries within the scope of consolidated statements is 350 million yuan, and the guarantee balance is 579132700 yuan, accounting for 7.52% of the company’s latest audited net assets; The accumulated guarantee balance of subsidiaries to subsidiaries within the scope of consolidated statements is 4536.71 million yuan. In addition, the company and its holding subsidiaries do not provide guarantees for units outside the consolidated statements, overdue external guarantees, external guarantees involving litigation, or bear losses due to the judgment of losing the guarantee.
6、 Documents for future reference
1. Zhefu Holding Group Co.Ltd(002266) resolution of the 9th meeting of the 5th board of directors;
2. Zhefu Holding Group Co.Ltd(002266) resolutions of the 2020 annual general meeting of shareholders;
3. The maximum guarantee contract signed by the company and Bank Of Beijing Co.Ltd(601169) Hangzhou branch.
It is hereby announced.
Zhefu Holding Group Co.Ltd(002266) board of directors January 22, 2002
