Announcement of Henan Xinda New Materials Co., Ltd. on the External Guarantee of the Holding Subsidiary Liaoning Xinda New Energy Investment Co., Ltd.
The company and all board members guarantee the truthfulness, accuracy and completeness of the information disclosure, and there are no false records, misleading statements or major omissions.
I. Overview of guarantees
Chaoyang Tianhua Sunshine New Energy Investment Co., Ltd., a wholly-owned subsidiary of Liaoning Xinda New Energy Investment Co., Ltd. (hereinafter referred to as â€œLiaoning Xindaxinâ€), a subsidiary of Henan Xinda New Materials Co., Ltd. (hereinafter referred to as â€œCompanyâ€) (hereinafter referred to as "Tianhua Sunshine") Due to the needs of production and operation, it is proposed to apply for a loan of RMB 80 million from Chaoyang Bank Co., Ltd., and Liaoning Xindaxin is required to provide joint and several liability guarantee for this payment. The guarantee period is three years. The loan is limited to the development and construction of the Tianhua Solar Power Project.
On December 10, 2013, the company held the 31st meeting of the second board of directors. The meeting approved and approved 11 votes against Liaoning Xinda New Energy Investment Co., Ltd. in favor of 11 votes, against 0 votes, and abstained from voting. Proposal for guarantee of bank loan from Chaoyang Tianhua Sunshine New Energy Investment Co., Ltd., a wholly-owned subsidiary, due to the large amount of Tianhua Sunshineâ€™s loan amount compared with its assets, this matter still needs to be submitted to the companyâ€™s shareholders meeting for consideration.
Second, the basic situation of the guarantor
(1) Basic situation
Name of the sponsor: Chaoyang Tianhua Sunshine New Energy Investment Co., Ltd.;
Registered capital: RMB 10,000 yuan;
Registered address: Chaoyang High-tech Park;
Legal representative: Zhang Jianhua;
Business scope: investment and development of new energy projects; investment management of power projects; agency and sales of crystalline silicon and other photovoltaic materials; solar photovoltaic power generation; research and development and utilization of photovoltaic power generation technology. (If the state prohibits or restricts, it shall not operate; if it has obtained the approval, permission or qualification of the relevant department, it shall not operate before it has been obtained; if it has obtained the approval, permission or qualification of the relevant department, it shall operate with valid approval, permit or qualification certificate).
Relationship with the company: Tianhua Sunshine is a wholly-owned subsidiary of Liaoning Xindaxin, a subsidiary of the company.
(II) Main financial indicators
In 2012, Tianhua Sunshine's operating income was 0 yuan, operating cost was 0 yuan, and net profit was -363,668.34 yuan. As of December 31, 2012, the company's total assets were 13,027,227.64 yuan and net assets were 9,636,331.66 yuan (the above data were audited).
Third, the main content of the guarantee agreement
This guarantee, the company's wholly-owned subsidiary Liaoning Xindaxin as a guarantor provided a joint and several liability guarantee for the party that was guaranteed by Tiantian Sunshine to apply for a bank loan of 80 million yuan to Chaoyang Bank Co., Ltd., with a guarantee period of three years. The loan is limited to the development and construction of the Tianhua Solar Power Project.
Fourth, the board of directors
Tianhua Sunshine is a wholly-owned subsidiary of Liaoning Xindaxin, a subsidiary of the company. Liaoning Xindaxin has control over it and financial risks are within the scope of effective control. The guarantee is to meet Tianhua Sunshine. The capital demand for photovoltaic power station construction is conducive to the long-term development of the company. Liaoning Xindaxin will not guarantee the interests of the company and its shareholders. Therefore, this guarantee is fair, reasonable and equitable. This proposal has been reviewed and approved at the 31st meeting of the second board of directors of the company.
Due to the large amount of Tianhua Sunshine's loan amount compared with its assets, this matter still needs to be submitted to the company's shareholders meeting for consideration.
V. The cumulative amount of external guarantees and the number of overdue guarantees
Up to now, neither the company nor its subsidiaries have provided external guarantees for other external companies.
After the guarantee came into effect, the total amount of external guarantees to the subsidiaries during the validity period of the company's board of directors was 164,695,802 yuan, accounting for 8.62% of the company's latest audited net assets. The actual amount of external guarantees incurred by the company was RMB 114,695,802, accounting for 6% of the company's latest audited net assets. The company and its subsidiaries have no overdue external guarantees, no external guarantees involving litigation, and circumstances in which losses should be incurred as a result of the defendant being defeated.
VI. Documents for reference
1. "Resolution of the 31st Meeting of the Second Board of Directors of Henan Xinda New Materials Co., Ltd.";
2. Independent Director of Henan Xinda New Materials Co., Ltd. Regarding the Independent Opinion of the Holding Subsidiary Liaoning Xinda New Energy Investment Co., Ltd. External Guarantee.
December 10, 2013
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