Securities code: 002266 securities abbreviation: Zhefu Holding Group Co.Ltd(002266) Announcement No.: 2022-008 Zhefu Holding Group Co.Ltd(002266)
Announcement on the guarantee provided by the wholly-owned subsidiary Zhefu technology to the parent company
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 company’s production and operation needs, Hangzhou Zhefu Technology Co., Ltd. (hereinafter referred to as “Zhefu technology”), a wholly-owned subsidiary of Zhefu Holding Group Co.Ltd(002266) (hereinafter referred to as “the company” or “the parent 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 the maximum balance of RMB 300 million (in words: RMB 300 million) applied by the parent company to the bank, and the guarantee period is three years from the date of expiration of the debt performance period.
The guarantee is provided by Zhefu technology, a wholly-owned subsidiary of the company, to the parent company. It has been decided by the shareholders of Zhefu technology and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
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 Zhefu Holding Group Co.Ltd(002266)
Unified social credit code 91330000759522947d
Legal representative: Sun Yi
Company type other joint stock limited company (listed)
The registered capital is 536979596200 yuan
Date of establishment: March 26, 2004
Registration authority: Zhejiang market supervision administration
Address: 25F, Zhefu building, 177 Yingchun South Road, Tonglu County, Zhejiang Province
General items: holding company services; Foreign contracted projects; Manufacturing of water turbine and auxiliary equipment; Generator and business scope: Sales of generator sets; General equipment manufacturing (excluding special equipment manufacturing); Motor manufacturing; General equipment repair; Sales of marine energy generating units; Generator and generator set manufacturing; Manufacturing of marine energy generator set; Research and development of mechanical equipment; Sales of mechanical equipment; General mechanical equipment installation services; Electronics and machinery
Equipment maintenance (excluding special equipment); Manufacturing of special mechanical equipment for water resources; Manufacturing of mechanical and electrical equipment; Sales of power electronic components; Manufacturing of power electronic components; Metal structure sales; Metal structure manufacturing; Water conservancy related consulting services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of pumps and vacuum equipment; Pump and vacuum equipment manufacturing; Research and development of complete sets of nuclear power equipment and engineering technology; Manufacturing of marine supporting equipment; Manufacturing of special equipment for environmental protection; Common nonferrous metal smelting; Soil pollution control and remediation services; Socio economic advisory services; Information consulting services (excluding licensed information consulting services); Non ferrous alloy manufacturing; Non ferrous alloy sales; Non ferrous metal casting; Solid waste treatment (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). Permitted projects: various engineering construction activities; Import and export of goods; Technology import and export; Manufacturing of civil nuclear safety equipment; Manufacturing of special equipment; Design of civil nuclear safety equipment; Installation of civil nuclear safety equipment; Hazardous waste business shall be invested with its own funds. (for projects subject to approval 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).
(II) financial situation of the guaranteed
The main financial data of the parent company in the latest year and the first period are as follows:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
(Unaudited) (audited)
Total assets 1768765.92 1760513.01
Total liabilities 404892.53 385461.95
Total owner’s equity 1363873.38 1375051.06
Project from January to September 2021 to 2020
(Unaudited) (audited)
Operating income 45134.41 69267.88
Total profit 21039.72 36426.55
Net profit 16410.61 26533.45
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, the parent company does not belong to the “dishonest executee”.
3、 Main contents of this guarantee agreement
1. Guarantor: Hangzhou Zhefu Technology Co., Ltd
2. Guaranteed: Zhefu Holding Group Co.Ltd(002266)
3. Creditor: Bank Of Beijing Co.Ltd(601169) Hangzhou Branch
4. Guarantee amount: RMB 300 million (in words: RMB 300 million 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、 Decision opinions of the guarantor’s shareholders
The guarantee has been deliberated and approved by the shareholders of Zhefu technology. The financial risk of providing guarantee is within the controllable range of Zhefu technology. Zhefu technology has the ability to control its operation and management risk. The guarantee to the parent company will not affect the normal operation of Zhefu technology, and the loan of the parent company is required for daily operation and meets the needs of the company’s overall development strategy. The guarantee provided by Zhefu technology for the parent company complies with relevant regulations, the decision-making procedure is legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially minority 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. Decided by the shareholders of Hangzhou Zhefu Technology Co., Ltd;
2. The maximum guarantee contract signed by Hangzhou Zhefu Technology Co., Ltd. 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
