Securities code: 600509 securities abbreviation: Xinjiang Tianfu Energy Co.Ltd(600509) Announcement No.: 2022-lin013 Xinjiang Tianfu Energy Co.Ltd(600509)
Implementation announcement on providing guarantee to controlling shareholders
hot tip
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● name of the guaranteed: Xinjiang Tianfu Group Co., Ltd. (hereinafter referred to as “Tianfu group”).
● amount of this guarantee: the company provided 60 million yuan of guarantee to Tianfu group, the controlling shareholder. As of the disclosure date of the announcement, the company’s accumulated external guarantee balance was 62.80 million yuan, including 56.40 million yuan of guarantee for Tianfu group and its affiliated enterprises. (including this guarantee)
● whether there is counter guarantee for this guarantee: Yes
● cumulative number of overdue external guarantees: as of the disclosure date of the announcement, the company has no overdue external guarantees.
1、 Overview of guarantee
The 41st meeting of the 6th board of directors and the first extraordinary general meeting in 2021 of Xinjiang Tianfu Energy Co.Ltd(600509) (hereinafter referred to as “the company”) deliberated and approved the proposal on the company’s plan to provide new guarantees for controlling shareholders in 2021, and agreed that the company would provide bank loans to the controlling shareholder Xinjiang Tianfu Group Co., Ltd. and its wholly-owned subsidiaries in 2021 Plans to provide new guarantees for various borrowings such as financial leasing loans and trust loans, with the amount of new guarantees not exceeding 3.5 billion yuan. Later, in view of Tianfu group’s business expansion and large capital demand, the proposal on increasing the amount of guarantee for controlling shareholders planned by the company in 2021 was deliberated and adopted at the eighth meeting of the seventh board of directors and the third extraordinary general meeting in 2021, It is agreed to increase the company’s 2021 plan to provide the controlling shareholder Xinjiang Tianfu Group Co., Ltd. and its wholly-owned subsidiaries with a new guarantee of no more than 650 million yuan for bank loans, financial lease loans, trust loans and other borrowings of Tianfu group and its wholly-owned subsidiaries. After this addition, the company plans to provide guarantee for controlling shareholders in 2021, with a total amount of 4.15 billion yuan. The validity period of the above guarantee matters is from the date when the proposal is reviewed and approved by the general meeting of shareholders of the company to the date when the company holds the general meeting of shareholders to review the new guarantee plan for controlling shareholders in 2022. For details, please refer to Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 12, January 28, November 11 and November 27, 2021 Relevant announcements of 2021-pro 002, 2021-pro 006, 2021-pro 014, 2021-pro 088, 2021-pro 092 and 2021-pro 095 disclosed on the.
According to the above resolutions of the general meeting of shareholders, the company recently signed a guarantee contract with Bank of Xinjiang Co., Ltd. (hereinafter referred to as “Bank of Xinjiang”) to provide joint and several guarantee liability for Tianfu group’s loan from Bank of Xinjiang, with a guarantee amount of 60 million yuan. Tianfu group provides counter guarantee for the above guarantee matters to the company and assumes joint and several guarantee liabilities.
2、 Basic information of the guaranteed
Company name: Xinjiang Tianfu Group Co., Ltd
Registered address: No. 2, Beiyi East Road, community 52, Shihezi, Xinjiang
Enterprise type: limited liability company (state-owned holding)
Legal representative: Liu Wei
Registered capital: 1741378100 yuan
Business scope: engaging in investment activities with its own funds; Asset management services invested by self owned funds; Operation of power and energy assets; Enterprise management consulting services; Business information consulting services (except financial information); Information technology consulting services; House leasing; Human resources services (excluding professional intermediary activities and labor dispatch services); Business training (excluding education training, vocational skill training and other training requiring permission); Industrial equipment maintenance, technical services, technology transfer, equipment maintenance and equipment leasing; Energy saving technology promotion services; Metal surface treatment and heat treatment processing (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). As of December 31, 2020, Tianfu group had total assets of 45011676928.06 yuan, net assets of 11266674695.40 yuan, operating income of 24918752439.53 yuan and net profit of 157271510.10 yuan. (the above figures are consolidated and audited)
Tianfu group and its wholly-owned subsidiary Shihezi Tianxin Investment Development Co., Ltd. jointly hold 41.11% of the equity of the company, so Tianfu group is the controlling shareholder of the company.
3、 Main contents of the guarantee agreement
The company signed the guarantee contract with the Bank of Xinjiang for the loan of Tianfu group of 60 million yuan. The main contents of the contract are as follows:
1. The guarantee amount of the guarantee contract is RMB 60 million only (￥ 60000000). 2. Scope of guarantee: principal, interest (including legal interest, agreed interest and default interest), compound interest, handling charges, liquidated damages, compensation, etc. that the debtor of the main contract shall repay or pay to the creditor under the main contract Expenses for realizing creditor’s rights (including but not limited to notarization fees, evaluation fees, appraisal fees, auction fees, preservation fees, litigation or arbitration fees, service fees, execution fees, custody fees, transfer fees, attorney’s agency fees, travel expenses and all other expenses payable).
3. Guarantee mode: joint and several guarantee liability.
4. Guarantee period: an additional three years from the effective date of the independent contract to the due date of the debtor of the main contract performing the debts under the main contract (if the main contract expires early due to events stipulated by law or agreed in the main contract), or the date of advance. If the debt under the main contract is extended, the guarantee period shall be extended to another three years after the expiration of the extended period.
The above 60 million yuan guarantee is included in the guarantee amount of no more than 4.15 billion yuan for the company’s controlling shareholders in 2021, which is considered and approved by the company’s first and third extraordinary general meetings in 2021.
4、 Accumulated external guarantee quantity and overdue guarantee quantity
As of the disclosure date of the announcement, the company’s accumulated external guarantee balance was 6280 million yuan, accounting for 94.9652% of the company’s audited net assets as of December 31, 2020; Among them, the guarantee balance of Xinjiang Tianfu Tianyuan Gas Co., Ltd., a subsidiary of the company, is 480 million yuan, accounting for 7.2585% of the audited net assets of the company on December 31, 2020; The guarantee balance of Xinjiang Tianfu Jinyang New Energy Co., Ltd. is 130 million yuan, accounting for 1.9658% of the company’s audited net assets as of December 31, 2020; The guarantee balance of Shihezi Zezhong water affairs Co., Ltd. is 30 million yuan, accounting for 0.4537% of the audited net assets of the company on December 31, 2020; As the controlling shareholder of the company, Xinjiang Tianfu Group Co., Ltd. and its related parties, the guarantee balance is RMB 5640 million, accounting for 85.2872% of the audited net assets of the company as of December 31, 2020.
As of the disclosure date of the announcement, the company has no overdue external guarantee.
5、 Online announcement attachment
1. Resolutions of the 41st meeting of the 6th board of directors of the company;
2. Resolutions of the first extraordinary general meeting of shareholders of the company in 2021; 3. Resolutions of the 8th meeting of the 7th board of directors of the company; 4. Resolutions of the third extraordinary general meeting of shareholders of the company in 2021; 5. Guarantee contract. It is hereby announced.
Xinjiang Tianfu Energy Co.Ltd(600509) board of directors January 21, 2022
