Citic Securities Company Limited(600030) verification opinions on Hengyi Petrochemical Co.Ltd(000703) providing guarantee and related party transactions to Hainan Yisheng Petrochemical Co., Ltd
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “) as the sponsor of Hengyi Petrochemical Co.Ltd(000703) (hereinafter referred to as ” Hengyi Petrochemical Co.Ltd(000703) ” and “the company”) to publicly issue convertible corporate bonds, in accordance with the stock listing rules of Shenzhen Stock Exchange and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant provisions, The Hengyi Petrochemical Co.Ltd(000703) prudently verified the guarantee provided to Hainan Yisheng Petrochemical Co., Ltd. and related party transactions. The specific verification is as follows:
interpretation:
Company, Hengyi Petrochemical Co.Ltd(000703) refers to Hengyi Petrochemical Co.Ltd(000703)
Hainan Yisheng refers to Hainan Yisheng Petrochemical Co., Ltd
Rongsheng Petro Chemical Co.Ltd(002493) means Rongsheng Petro Chemical Co.Ltd(002493)
Yisheng investment refers to Dalian Yisheng Investment Co., Ltd
Hengyi trading refers to Ningbo Hengyi Trading Co., Ltd
Petrochemical Co., Ltd. refers to Zhejiang Hengyi Petrochemical Co.Ltd(000703) Co., Ltd
1、 Overview of guarantee
Hainan Yisheng is a joint-stock company of the company’s subsidiary Hengyi trade. The registered capital of Hainan Yisheng is RMB 4580 million, of which Hengyi trade contributes RMB 2290 million, accounting for 50% of the registered capital of Hainan Yisheng; Yisheng invested 2290 million yuan, accounting for 50% of the registered capital of Hainan Yisheng.
The 16th meeting of the 11th board of directors of the company deliberated and adopted the proposal on related party transactions providing guarantee to Hainan Yisheng Petrochemical Co., Ltd. The company and its subsidiaries intend to provide RMB comprehensive credit guarantee for Hainan Yisheng, with a total amount of no more than 70 million yuan and a guarantee period of 1 year. According to the guarantee requirements and coordination of all parties, the company and its holding subsidiaries intend to provide full guarantee for Hainan Yisheng, and Yisheng investment, as the shareholder of Hainan Yisheng, provides guarantee for other loans of Hainan Yisheng.
2、 Basic information of the guaranteed
(I) Hainan Yisheng Petrochemical Co., Ltd
1. Date of establishment: May 31, 2010
2. Unified social credit Code: 914603005527989627
3. Registered capital: RMB 4580 million
4. Address: plant area of Hainan Yisheng Petrochemical Co., Ltd., petrochemical functional zone on the west side of Binhai Avenue, Yangpu Economic Development Zone
5. Nature of enterprise: other limited liability companies
6. Legal representative: Fang Xianshui
7. Main business: production, processing, wholesale and retail of purified terephthalic acid, polyester chip, polyester bottle chip, polyester staple fiber, POY wire, FDY wire, crude cobalt manganese oxide and chemical fiber raw materials; P-xylene (PX), acetic acid and ethylene glycol; Self operated and acting as an agent for the import and export of various commodities and technologies. Operation of wharf facilities, engaged in general cargo loading and unloading services, wharf tugboat operation and ship service business in the wharf area, providing fresh water supply, receiving of ship pollutants (oily sewage, residual oil, tank washing water, domestic sewage and garbage) and oil containment boom supply services for ships.
8. Major shareholders: Ningbo Hengyi Trading Co., Ltd. (50%) and Dalian Yisheng Investment Co., Ltd. (50%)
9. Basic financial position:
Unit: RMB 10000
Project September 30, 2021 December 31, 2020
(Unaudited) (audited)
Total assets 1111201.36 1021744.86
Total liabilities 690462.05 624019.82
Net assets 420739.31 397725.04
Project: January September 2021 January December 2020
(Unaudited) (audited)
Operating income 1176213.11 1808764.93
Total profit 20383.67 115245.38
Net profit 16632.02 98267.26
10. Upon inquiry, Hainan Yisheng Petrochemical Co., Ltd. is not the subject of liability for breach of trust, nor is it a party to a major tax violation case.
11. Credit status: good credit status.
12. Performance capability analysis: Hainan Yisheng’s main business products are PTA and polyester bottle chips. Relying on the advantages of Hainan Yisheng’s shareholders in PTA scale and industrial chain integration, Hainan Yisheng operates normally, has stable income, has good solvency, and the risk of guarantee provided by the company is controllable.
(II) relationship with listed companies
As Mr. long Xianshui, the deputy director of the company, also serves as the chairman of Hainan Yisheng, according to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Hainan Yisheng has a related relationship with the company, and this guarantee constitutes a related party transaction.
3、 Main contents of the guarantee agreement
If the guarantee agreement has not been signed, the specific contents and guarantee period of the guarantee agreement shall be subject to the actually signed guarantee contract.
4、 Accumulated external guarantee amount and overdue guarantee quantity
As of the date of issuance of this verification opinion, except for the guarantee matters considered by the board of directors, the company’s accumulated external guarantee balance (excluding the guarantee provided for subsidiaries within the scope of consolidated statements) was RMB 441.5 million, accounting for 1.84% of the latest audited net assets, and there was no overdue guarantee.
At present, the company and its subsidiaries operate normally and have sufficient funds. There is no risk of undertaking guarantee liability due to failure to pay the loan on time.
5、 Review procedure
(I) independent opinions of independent directors
The independent directors believe that the review procedures for the guarantee provided by the company and its subsidiaries to Hainan Yisheng Petrochemical Co., Ltd. are legal and effective, comply with the relevant laws and regulations such as the company law, the stock listing rules of Shenzhen Stock Exchange and the relevant provisions of the articles of association, and the guarantee will effectively support the business development of Hainan Yisheng, Hainan Yisheng Petrochemical Co., Ltd. has normal operation, stable income, good solvency and controllable guarantee risk; The matter follows the principles of fairness, impartiality, voluntariness and good faith, conforms to the interests of the company and all shareholders, has no adverse impact on the independence of the company, and will not damage the interests of the company and non affiliated shareholders. Therefore, we agree to the company’s guarantee amount for subsidiaries this time.
(II) opinions of the board of directors
The 16th meeting of the 11th board of directors of the company deliberated and adopted the proposal on related party transactions providing guarantee for Hainan Yisheng Petrochemical Co., Ltd., and considered that the guarantee provided by the company and its subsidiaries for Hainan Yisheng is to ensure the operation of its PTA and polyester bottle chip projects and the funds required for new projects. Relying on the advantages of Hainan Yisheng shareholders in PTA scale and industrial chain integration, Hainan Yisheng has good solvency, and the risk of providing guarantee for it is controllable. Among them, Mr. Fang Xianshui, a related director, avoided voting.
According to the articles of association and relevant provisions, this connected transaction needs to be submitted to the general meeting of shareholders for deliberation.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company has fulfilled the necessary approval procedures for the guarantee and related party transactions provided by Hainan Yisheng Petrochemical Co., Ltd., and the decision-making procedures comply with the requirements of the company law, the stock listing rules of Shenzhen Stock Exchange and the provisions of the articles of association. This matter needs to be submitted to the general meeting of shareholders for deliberation. To sum up, the sponsor has no objection to the guarantee and related party transactions provided by the company to Hainan Yisheng Petrochemical Co., Ltd.
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Sponsor representative:
Mao Zongxuan, Xu Rui
Citic Securities Company Limited(600030) mm / DD / yy
