China Securities Co.Ltd(601066) about
China Resources Chemical Innovative Materials Co.Ltd(301090)
It is expected to provide verification opinions on the guarantee amount to the wholly-owned subsidiary China Resources chemical new materials Co., Ltd. in 2022
China Securities Co.Ltd(601066) (hereinafter referred to as “sponsor”) as a sponsor of China Resources Chemical Innovative Materials Co.Ltd(301090) (hereinafter referred to as ” China Resources Chemical Innovative Materials Co.Ltd(301090) ” and “company”) for initial public offering and listing on GEM, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, after careful verification, The verification opinions on the amount of guarantee expected to be provided to the wholly-owned subsidiary China Resources new chemical materials Co., Ltd. (hereinafter referred to as “new chemical materials”) in China Resources Chemical Innovative Materials Co.Ltd(301090) 2022 are as follows:
1、 Overview of the expected guarantee amount
In order to improve the efficiency of applying to the bank for comprehensive credit line and ensure the smooth completion of comprehensive credit financing scheme, and to standardize the company’s guarantee behavior, according to the relevant provisions and requirements of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies and the notice on regulating the external guarantee behavior of listed companies, The company expects to provide a joint and several liability guarantee line of no more than RMB 500 million for the bank credit application of wholly-owned subsidiary chemical new materials in 2022, including but not limited to guarantee guarantee, asset mortgage, pledge, etc.
Whether the guarantee amount of the guarantor and the guaranteed party accounts for the proportion of the listed company up to the current target
The shareholding ratio of the guaranteed party to the assets and liabilities of the first period guarantees the latest net closing of the new company
Party rate balance guarantee quota asset proportion joint undertaking
protect
500 million yuan for new chemical materials
The company expects 100% 68.10% 0 RMB (8.11% no)
(total)
2、 Basic information of the guaranteed
(I) basic information of the guaranteed
Date of establishment: March 6, 2014
Registered address: No. 1, Xinyu East Road, Weitang Industrial Park, Xinbei District, Changzhou City
Legal representative: Zheng Lu
Registered capital: 100 million yuan
Business scope: Sales of polyester raw materials and products (except dangerous goods); Trade agency; Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that the state restricts the company to operate or prohibits the import and export. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). Permitted items: operation of hazardous chemicals (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results).
Ownership structure and relationship with the company: the company holds 100% equity of new chemical materials and is a wholly-owned subsidiary of the company.
(II) main financial data of the guaranteed
Unit: RMB
Main financial data December 31, 2021
Total assets 369720897.44
Total liabilities 251792020.63
Including: total bank loans 0
Total current liabilities 250305812.21
Net assets 117928876.81
Asset liability ratio 68.10%
Main financial data January December 2021
Operating income 12965933.76
Total profit 5582229.38
Net profit 4208533.88
Note: 1. On May 26, 2021, as the plaintiff, the guaranteed chemical new materials sued the other party of the contract for the dispute over the sales contract. The case was accepted by the people’s Court of Xinbei District, Changzhou City, involving an amount of 11004202.00 yuan. At present, the first instance judgment of the case has not been made. In addition to the above matters, the guaranteed has no other contingencies such as guarantee, mortgage, litigation or arbitration.
2. The presentation of financial data is unaudited.
(III) the guaranteed party is not a dishonest executee of new chemical materials.
3、 Main contents of the guarantee agreement
Up to now, the guaranteed chemical new materials has not applied for the bank credit line, so the company has not signed the contract or agreement related to the guarantee. After the approval of the board of directors of the company and in combination with the actual capital needs of the guaranteed, the general manager of the company is authorized to sign the relevant contract and agreement on behalf of the company within the guarantee line Agreements and other legal documents (including but not limited to credit, loan, mortgage, financing, guarantee, etc.).
The actual loan and guarantee corresponding to the guarantee line shall be within the credit and guarantee line, and the actual financing amount of relevant banks and new chemical materials shall prevail.
The above authorization period shall come into force after being deliberated and approved at the 22nd Meeting of the first board of directors of the company, and the validity period is one year.
4、 Accumulated external guarantee quantity and overdue guarantee quantity
Up to now, the company and its subsidiaries have not provided external guarantee or overdue guarantee.
5、 Deliberation and comments of the board of directors and relevant parties
1. Opinions of the board of directors
The company and its wholly-owned subsidiaries intend to apply for comprehensive credit line and expected guarantee line from domestic and foreign banks in 2022. It is a financing plan based on the needs of the daily operation of the company and its subsidiaries and in combination with the actual business development. It is to ensure the continuity of bank credit within the overall scope of the company, reduce financing costs and improve capital operation capacity.
This guarantee is expected to provide guarantee for the wholly-owned subsidiary of the company, and does not involve the provision of guarantee for units outside the scope of the consolidated statements. The guaranteed has a good industry prospect, high asset quality, stable operation, good financial status and expected profitability, and the ability to repay debts. This guarantee risk is within the control of the company and will not affect the normal operation and business development of the company.
This guarantee complies with the provisions of relevant laws, regulations, normative documents and the articles of Association for the approval authority of guarantee. Its decision-making procedure 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.
The guaranteed party is a wholly-owned subsidiary within the scope of the company’s consolidated statements. The company has absolute control over it and can effectively supervise and manage it. The guaranteed party does not provide counter guarantee.
2. Deliberation of the board of supervisors
The 14th meeting of the first board of supervisors of the company deliberated and approved the proposal on the guarantee amount expected to be provided by the company to the wholly-owned subsidiary China Resources new chemical materials Co., Ltd. in 2022, and agreed that the company would provide a guarantee amount of no more than 500 million yuan for the wholly-owned subsidiary new chemical materials in 2022.
3. Opinions of independent directors
In 2022, the company provided a total guarantee amount of no more than RMB 500 million for the new chemical materials of the wholly-owned subsidiary, which is to meet the actual development needs of the wholly-owned subsidiary, will not affect the company’s daily operation and the risk is controllable. The decision-making procedure of the expected matters of the guarantee amount is in line with the relevant national laws, regulations and the articles of association, There is no situation that damages the interests of the company and minority shareholders. The independent directors unanimously agreed to this matter. 6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
China Resources Chemical Innovative Materials Co.Ltd(301090) the guarantee provided for the subsidiary this time complies with the requirements of laws, regulations and normative documents such as the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the provisions of the articles of association, There is no behavior damaging the interests of the company and shareholders. The board of directors of the company has deliberated and approved relevant proposals, independent directors have expressed clear consent, and the voting procedures are legal and compliant. The recommendation institution has no objection to China Resources Chemical Innovative Materials Co.Ltd(301090) providing guarantee for subsidiaries this time.
(there is no text on this page, which is the signature page of China Securities Co.Ltd(601066) verification opinions on the amount of guarantee expected to be provided to the wholly-owned subsidiary China Resources new chemical materials Co., Ltd. in China Resources Chemical Innovative Materials Co.Ltd(301090) 2022)
Sponsor representative:
Zhao Xu, Li Xudong
China Securities Co.Ltd(601066) mm / DD / yy
