Securities code: 301090 securities abbreviation: China Resources Chemical Innovative Materials Co.Ltd(301090) Announcement No.: 2022-006 China Resources Chemical Innovative Materials Co.Ltd(301090)
Announcement on the prediction of comprehensive bank credit and guarantee line of the company and its wholly-owned subsidiaries in 2022
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 bank comprehensive credit and guarantee line
In order to ensure the continuity of bank credit within the overall scope of China Resources Chemical Innovative Materials Co.Ltd(301090) (hereinafter referred to as “the company”) and the needs of the company’s business development, the company and its subsidiaries plan to apply to domestic and foreign banks for a comprehensive credit line of no more than RMB 59.60 million and us $265 million in 2022. At the same time, in order to ensure the smooth completion of the comprehensive credit financing scheme, The company expects to apply for bank credit for a wholly-owned subsidiary China Resources new chemical materials Co., Ltd. (hereinafter referred to as “new chemical materials”) in 2022, and provide a joint and several liability guarantee line with an accumulated amount of no more than RMB 500 million. On January 25, 2022, the 22nd Meeting of the first board of directors deliberated and adopted the proposal on the company’s application for comprehensive credit line from domestic and foreign banks in 2022 and the proposal on the company’s expected guarantee line to China Resources new chemical materials Co., Ltd. in 2022 by 7 votes in favor, 0 votes against and 0 abstentions. The 14th meeting of the first board of supervisors of the company also considered and approved the expected guarantee amount. The independent directors of the company expressed their independent opinions on the guarantee, and the recommendation institution China Securities Co.Ltd(601066) issued its verification opinions without objection. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, the above proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(I) application for bank comprehensive credit line
According to the needs of the company’s business development in 2022, in order to ensure the smooth progress of the company’s production and operation, reduce financing costs and improve capital operation efficiency, the company and its subsidiaries plan to apply to domestic and foreign banks for comprehensive credit lines with a total amount of no more than 59.60 million yuan and 265 million US dollars. The above credit lines include the extension or renewal of new credit lines and original credit lines. The loans under the credit line are mainly used to meet the needs of the company’s operation and development. The credit methods include but are not limited to bank loans, bank acceptance bills, letters of credit, letter of guarantee and other comprehensive credit businesses. The details are as follows:
Unit: 10000 yuan
No. bank name proposed credit line credit term remarks
1 Industrial And Commercial Bank Of China Limited(601398) Changzhou branch will continue to apply after the expiration of 20000 in December 2022
2 Agricultural Bank Of China Limited(601288) Changzhou Zhonglou sub branch has 63000 years, of which 60 million yuan of credit will continue to apply after it expires in March 2022, and 30 million yuan of credit will be added in 2022
3 Bank Of China Limited(601988) Changzhou branch will continue to apply after 60000 expires in August 2022
4 China Construction Bank Corporation(601939) Changzhou Yanling road sub branch 80000 expires on January 21, 2023
5 China Merchants Bank Co.Ltd(600036) Shenzhen branch business department 70000 1 year, of which 500 million yuan of credit will continue to apply after it expires in February 2022
Please continue to apply after the credit of 200 million yuan expires in April 2022
6 Industrial And Commercial Bank Of China Limited(601398) Zhuhai Lingang sub branch will continue to apply after the expiration of 20000 in December 2022
7 Bank Of China Limited(601988) Zhuhai Zhuhai Port Co.Ltd(000507) sub branch 123000 will continue to apply after it expires in June 2022
8 Bank Of Communications Co.Ltd(601328) Zhuhai Port Co.Ltd(000507) District sub branch 80000 2 due in March 2023
9 Agricultural Bank Of China Limited(601288) Shenzhen branch business department 10000 continues to apply after it expires in March 2022
10 Industrial Bank Co.Ltd(601166) Changzhou Xinbei sub branch 50000 application to be added in 2022
11 Bank Of Communications Co.Ltd(601328) Changzhou branch plans to add 20000 applications in 2022
12 Bank of China (Hong Kong) $65 million automatic renewal after one year
13 DBS Bank (Hong Kong) $100 million automatic renewal after one year’s expiration
14. Hang Seng Bank‘s automatic renewal of US $100 million after one year’s expiration
The allocation of specific credit lines among banks (including but not limited to the above banks) and between the company and subsidiaries shall be determined by the company through negotiation with the credit granting banks (including but not limited to the above banks) within the total credit line to be applied, and the final credit line shall be subject to the approval of the bank. The above credit line is not equal to the actual financing amount of the company, and the specific financing amount will be determined within the credit line according to the actual needs of the company’s working capital. Within the credit term, the credit line can be recycled.
In order to improve work efficiency and handle financing business in time, according to the needs of the actual operation of the company, it is agreed to authorize the general manager of the company to review and sign relevant financing contract documents within the scope of the above credit line. In addition, within the scope of the company’s credit line, the general manager of the company is authorized to review and sign relevant loan contract documents within the scope that the total loan balance of the company and its subsidiaries does not exceed RMB 1 billion (or equivalent foreign currency).
The above authorization period shall come into force after being deliberated and approved at the 22nd Meeting of the first board of directors, and the validity period is
(II) estimated 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.
The guarantor, the secured party and the guarantor hold the proportion of the newly increased guarantee amount of the secured party in the proportion of the listed company’s closed shares, the asset liability ratio guarantee balance guarantee amount and the proportion of the latest net assets as a guarantee
500 million yuan
New chemical materials of the company 100% 68.10% 0.8.11% no mincoin (estimated)
2、 Basic information of the guaranteed
1. Basic information of the guaranteed
Name: China Resources new chemical materials Co., Ltd
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.
2. 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.
3. The warrantee 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 12 months.
4、 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 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 does not provide counter guarantee.
2. Deliberation of the board of supervisors
The fourteenth meeting of the first board of supervisors of the company deliberated and adopted the report on the company’s annual forecast for 2022
