Jianfeng Group Lin2016 -009 (Announcement of Mutual Guarantee with Zhejiang Kane)
Release time:
2020-08-05
Securities Code: 600668 Securities Abbreviation: Jianfeng Group No.: Lin 2016-009
Bond Abbreviation: 13 Peak 01 Bond Code: 122227
Bond Abbreviation: 13 Peak 02 Bond Code: 122344
Announcement of Zhejiang Jianfeng Group Co., Ltd. on Mutual Guarantee between
and Zhejiang Kane Special Materials Co., Ltd.
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 assumes individual and joint responsibility for the truthfulness, accuracy and completeness of its contents .
Important Content Tips
● Name of Guaranteed Party: Zhejiang Kane Special Materials Co., Ltd. (hereinafter referred to as Kane Stock)
● Quantity of this guarantee: RMB 5000 Yuan
● Is there any counter-guarantee in this guarantee: this guarantee is subject to equal mutual guarantee
● Cumulative number of overdue external guarantees: no
1. guarantee overview
April 8, 2016 Zhejiang Jianfeng Group Co., Ltd. held the sixth meeting of the 9th Board of Directors, and all eight directors of the company attended the meeting in person; comply with the relevant provisions of the "Company Law" and the "Articles of Association", and the resolutions made are legal and valid. The meeting was presided over by Chairman Jiang Xiaomeng. After deliberation and voting, the proposal of mutual guarantee with Zhejiang Kane Special Materials Co., Ltd. was deliberated and passed with 8 votes in favor, 0 against and 0 abstention.
agreed to implement a mutual guarantee with Kane shares of 5000 yuan for a period of one year. The external guarantee matters shall be submitted to the general meeting of shareholders for consideration.
2. basic information of the guarantor
1 , name of the guarantor: Zhejiang Kane Special Materials Co., Ltd. (hereinafter referred to as Kane shares).
2 , date of establishment: January 23, 1998 .
3 , listing: 2004# listed on Shenzhen stock exchange on July 5, 71, stock code: 002012.
4, domicile: No. 76, 1008 Kane Road, Suichang County, Zhejiang Province. 5
, registered capital: 46762.55yuan. Legal representative: Ji Hao. 6
. Business scope: manufacturing, processing and sales of electronic materials, paper and paper products; papermaking raw materials, etc.7
, relationship with the company: there is no relationship with the company. Financial situation ofKane shares: the company disclosed its annual report on March 29, 2016
. as of the end of 2015, the audited total assets were 1623.8619 million yuan and the total liabilities were 376.1424 million yuan, of which the total bank loans were 177.2111 million yuan, the total current liabilities were 357.7157 million yuan, and the total 118005.02 attributable to the owner's equity of the parent company was 960000 yuan. In 2015, the operating income was 892.5006 million yuan and the net profit was 19.3002 million yuan. Kane shares disclosed the "suggestive announcement of changes in the shareholding structure of controlling shareholders and changes in actual controllers" on April 8, 2016 . Announcement disclosure:
1 , 2016 On April 6,, the company's controlling shareholder Kane Group Co., Ltd. Shareholders Wang Bailang and Zhejiang Kelang Energy Co., Ltd. and Suzhou Hengyu Liuhe Investment Partnership (Limited Partnership) (hereinafter referred to as "Suzhou Hengyu") signed the "Equity Transfer Agreement", the agreement stipulates that Suzhou Hengyu will be transferred to 50% of Kane Group Co., Ltd. held by Wang Bailang and 40% of Kane Group Co., Ltd. held by Zhejiang Kelang Energy Co., Ltd.
2 . After the completion of this equity transfer, Suzhou Hengyu will hold 90% of Kane Group Co., Ltd. and become the controlling shareholder of Kane Group Co., Ltd. Natural person Cai Yang is the general partner and executive partner of Suzhou Hengyu, and actually controls Suzhou Hengyu. As a result, the actual controller of the company was changed from Wang Bailang and Wang Wenwei to Cai Yang.
On the same day, the information disclosure obligor: Suzhou Hengyu Liuhe Investment Partnership (Limited Partnership disclosed the "Detailed Equity Change Report". The report stated: "As of the date of signing this report, information disclosure The obligor has no specific plans to change the main business of the listed company or make major adjustments to the main business of the listed company. However, in order to enhance the sustainable development ability and profitability of listed companies, improve the asset quality of listed companies, and promote the long-term and healthy development of listed companies, we do not rule out the possibility of restructuring the company's assets and business in the next 12 months." And "the information disclosure obligor promises to perform the corresponding legal procedures and obligations in accordance with the requirements of relevant laws and regulations." The main content of
3. guarantee
company plans to carry out mutual guarantee with Kane shares in an amount of 5000.21 million yuan for a period of one year. Kane shares held the 23rd meeting of the sixth board of directors on March 25, 2016, and deliberated and passed the proposal on mutual guarantee with Zhejiang Jianfeng Group Co., Ltd. on April 22, 2016, Kane shares will hold the 2015 annual general meeting of shareholders to consider the proposal.
4. Board Opinion
Kane is a listed company with transparent financial information, good financial condition and the ability to repay debts. According to the announcement of Kane shares on April 8, 2016and the detailed equity change report disclosed by Suzhou Hengyu Liuhe Investment Partnership, the above-mentioned change of actual controller will not lead to significant changes in Kane's main business and financial situation in the short term. If there is any change, it is also to "enhance the sustainable development ability and profitability of listed companies and improve the asset quality of listed companies, to promote the long-term and healthy development of listed companies" for the purpose.
Board of Directors agreed to mutual insurance with them. The three independent directors of the company expressed their independent opinions on the matter and believed that the formation of the resolution complied with the "Company Law", the company's "Articles of Association" and other relevant provisions, and did not harm the interests of small and medium shareholders.
5. Cumulative Number of External Guarantees and Number of Overdue GuaranteesAs of the disclosure date of this announcement, the total amount of external guarantees approved by the company and its controlling subsidiaries is 12.5
.8 billion yuan, accounting for 57.7 of the total owner's equity attributable to the parent company in 2015. Among them, the total amount of the approved guarantee for the holding subsidiary is 650 million yuan, accounting for 30.01 of the total owner's equity attributable to the parent company's audited consolidated caliber in 2015.
As of the disclosure date of this announcement, the actual balance of external guarantees of the company and its controlling subsidiaries (excluding subsidiaries) was 6.25 .2 billion yuan, accounting for 28.85 of the total owner's equity attributable to the parent company audited by the company in 2015. The actual balance of the company's guarantee to the controlling subsidiary is 25 million yuan, accounting for 1.15 of the company's total equity attributable to the parent company's audited consolidated caliber in 2015.
As of the disclosure date of this announcement, the company has no overdue guarantee.
6. Reference Document Catalogue1
, Resolution of the Sixth Meeting of the Ninth Board of Directors of the Company;
2 , photocopy of the guaranteed person's business license;
hereby announce
Zhejiang Jianfeng Group Co., Ltd.
Board of DirectorsApril 12, 2016
More information
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