The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the content of the announcement, and assume individual and joint responsibility for the authenticity, accuracy and completeness of its content.
Important content reminder:
●Name of Guarantee: Sailun Group Co., Ltd.
●The amount of the guarantee and the balance of the actual guarantee provided for it: Sailun (Dongying) Tire Co., Ltd. provided a joint liability guarantee of 400 million yuan for Sailun Group Co., Ltd., including the guarantee that all subsidiaries have actually provided Sailun Lun Group Co., Ltd. provided a guarantee of 5.559 billion yuan.
●There is no counter-guarantee for this guarantee
●The company’s external guarantee has not been overdue
●Special risk warning: The total amount of external guarantees of listed companies and holding subsidiaries is 21.7 billion yuan (when the annual guarantee is estimated, the total amount of guarantees provided by the company to the holding subsidiaries, the holding subsidiaries to the company, and the subsidiaries) accounts for the company’s latest period. 202.23% of the audited net assets, investors are requested to pay full attention to guarantee risks.
I. Overview of Guarantee
On March 31, 2022, Sailun Group Co., Ltd. (hereinafter referred to as the “Company”) held the 31st meeting of the 5th Board of Directors, reviewed and approved the “Proposal on Estimated External Guarantees in 2022”, and agreed that the company will be the controlling shareholder. Subsidiaries provide guarantees with a total amount of not more than 12.1 billion yuan (including guarantees that are being executed); agree that relevant controlled subsidiaries provide guarantees for the company with a total amount of not more than 7.6 billion yuan (including guarantees that are being executed); agree that relevant controlled subsidiaries are each other’s Provide a total guarantee of not more than 2 billion yuan (including the guarantee that is being executed). The validity period is from the date of review and approval at the 2021 annual general meeting to the period when the company holds the 2022 annual general meeting. The above matters have also been reviewed and approved by the company’s 2021 annual general meeting held on April 22, 2022. For details, please refer to the company’s website on April 2, 2022 and April 23, 2022 on the website of the Shanghai Stock Exchange (www.sse.com.cn) and China Securities Journal, Shanghai Securities News, Securities Daily, and The Announcement on Estimated External Guarantees in 2022 (Announcement No.: Lin 2022-029) and the Announcement on Resolutions of the 2021 Annual General Meeting (Announcement No.: 2022-049) disclosed by Securities Times.
On June 27, 2022, Sailun (Dongying) Tire Co., Ltd. signed the “Maximum Guarantee Contract” with the relevant commercial bank, which agreed to provide the maximum amount of joint liability guarantee for the “Comprehensive Credit Agreement” signed by the company and the bank. The amount involved in this guarantee and the time for signing the contract are within the scope of the aforementioned review, and there is no need to perform the review procedure again.
2. Basic information of the guarantor
Name of unit: Sailun Group Co., Ltd.
Unified social credit code: 91370200743966332L
Registered address: No. 588, Maoshan Road, Huangdao District, Qingdao City, Shandong Province
Legal representative: Yuan Zhongxue
Registered capital: RMB 3,063,484,800
Business scope: R&D, production, sales, installation and related services of tires, rubber products, mechanical equipment, molds, and chemical products (excluding dangerous goods); tire production technology software development and related technology development, sales and related services; goods Import and export, technology import and export and related services; acquisition and sales of waste tires; research and development, production and sales of tire recycling equipment, materials and products; tire recycling technology development, sales and related services (except for items prohibited by laws and administrative regulations , projects restricted by laws and administrative regulations can only be operated after obtaining a license); (For projects subject to approval according to law, business activities can only be carried out after approval by relevant departments).
The main financial data of the latest year and another period (consolidated statement data):
Unit: ten thousand yuan
3. Main Contents of the Guarantee Agreement
1. Creditors: Commercial Banks
2. Debtor: Sailun Group Co., Ltd.
3. Guarantor: Sailun (Dongying) Tire Co., Ltd.
4. The maximum amount of creditor’s rights guaranteed: RMB 400 million
5. Scope of Guarantee: The principal creditor’s rights and their interest, penalty interest, compound interest, liquidated damages, damages, and the cost of realizing creditor’s rights and security rights (including but not limited to litigation fees, execution fees, preservation fees, etc.) stipulated in the contract. Guarantee fees, security property custody fees, arbitration fees, notarization fees, appraisal fees, service fees, announcement fees, attorney fees, travel expenses, double interest during the period of delayed performance of effective legal documents and all other reasonable fees payable).
6. Guarantee method: joint and several liability guarantee
7. Guarantee period: three years from the expiry date of the debt performance period under any specific business (debt), starting date: the expiry date of any debt performance period under the main contract is earlier than or equal to the guaranteed creditor’s right When the date of confirmation of the secured creditor’s right is determined, the starting date of the guarantee period of the guarantee liability for the debt occurred before the date of confirmation of the secured creditor’s right shall be the date of confirmation of the secured creditor’s right; On the date of determination of the obligee’s right, the starting date of the guarantee period for undertaking the guaranty liability for the debt occurred before the date of the determination of the secured obligee’s right shall be the expiry date of the performance period of the debt.
8. Whether there is a counter-guarantee: No.
4. Necessity and Reasonability of Guarantee
This guarantee is mainly to meet the company’s daily production and operation needs. The company’s current operating conditions are good, there is no major breach of contract, there is no major litigation or arbitration, and there are no major contingent events that affect the solvency. The risks are generally controllable, and there is no situation that damages the interests of the company and minority shareholders, which is necessary and reasonable.
V. Review Procedure
The amount involved in this guarantee and the time for signing the contract are within the scope of review and approval at the 31st meeting of the company’s fifth board of directors and the 2021 annual general meeting, and there is no need to perform the review procedure again.
6. Cumulative external guarantee and overdue situation
As of June 27, 2022, the company’s total external guarantees were 21.7 billion yuan (when it is estimated for the annual guarantee, the company’s total guarantees for holding subsidiaries, holding subsidiaries to the company, and between subsidiaries), the actual guarantee amount is 112.05 100 million yuan, accounting for 202.23% and 104.43% of the company’s latest audited net assets. Among them, the company’s total guarantee for wholly-owned subsidiaries was 12.1 billion yuan, and the actual guarantee amount was 4.911 billion yuan, accounting for 112.76% and 45.77% of the company’s latest audited net assets.
The company’s guarantee objects are all companies within the scope of the listed company’s consolidated statements, and no overdue guarantee has occurred so far.
Sailun Group Co., Ltd. Board of Directors
June 28, 2022Return to Sohu, see more
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