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Securities code: 688295 Securities abbreviation: Zhongfu Shenying Announcement No.: 2025-013
Zhongfu Shenying Carbon Fiber Co., Ltd
Announcement on the provision of guarantees for wholly-owned subsidiaries in 2025
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Important Content Notes:
Name of the guarantor and whether it is a related party of the listed company: The guarantor, Zhongfu Shenying Carbon Fiber Xining Co., Ltd. (hereinafter referred to as "Shenying Xining"), is a wholly-owned subsidiary of the company.
The amount of the guarantee and the balance of the guarantee actually provided for it: The company intends to continue to provide no more than 225,591 yuan of credit guarantee to financial institutions for the comprehensive credit line of Shenying Xining. As of the disclosure date of this announcement, the balance of the guarantee actually provided by the company for the above-mentioned wholly-owned subsidiaries was 115,638.95 million yuan. No overdue guarantees.
Is there a counter-guarantee for this guarantee: No.
The guarantee still needs to be submitted to the company's general meeting of shareholders for deliberation.
1. Overview of the guarantee
In order to meet the project investment needs of a wholly-owned subsidiary of Zhongfu Shenying Carbon Fiber Co., Ltd. (hereinafter referred to as the "Company"), the Company intends to continue to provide credit guarantee of no more than RMB 225,591 million to financial institutions for the comprehensive credit of Shenying Xining in 2025. The above-mentioned guarantee amount is the stock guarantee of previous years, and relevant guarantee agreements have been signed between 2020 and 2022, and there is no other new guarantee amount in 2025.
On March 24, 2025, the company held the ninth meeting of the second board of directors and the sixth meeting of the second board of supervisors
At the meeting, the "Proposal for the Company to Provide Guarantee for Wholly-owned Subsidiaries in 2025" was deliberated and approved, and it was agreed to provide a credit guarantee of no more than 225,591 yuan for the subsidiary Shenying Xining. The guarantee matters still need to be submitted to the company's 2024 annual general meeting of shareholders for deliberation, and the authorization period will be from the date of deliberation and approval of the company's 2024 annual general meeting of shareholders to the date of the next annual general meeting of shareholders.
2. Basic information of the guarantor
Zhongfu Shenying Carbon Fiber Xining Co., Ltd
1. Basic information of the company
Company name: Zhongfu Shenying Carbon Fiber Xining Co., Ltd
Place of registration/main place of production and operation: No. 2, Ganjia Road, Ganhe Industrial Park, Xining Economic and Technological Development Zone
Legal representative: Lian Feng
Founded: March 13, 2019
R&D, manufacturing and manufacturing of carbon fiber precursors, carbon fibers, and carbon fiber products
Sale; Undertake relevant engineering design and provide technical consulting services; self
Business scope Operate and act as an agent for the import and export business of various commodities and technologies, but the country is limited
Except for the goods and technologies that are specified or prohibited from being operated. (Subject to approval by law.)
business activities can only be carried out after approval by relevant departments)
The main business and its main business with the company The main business is the production and sales of high-performance carbon fiber, which is invested by the company
The relationship between the capital construction of the Xining production base.
2. The company's financial situation
Unit: 10,000 yuan
Project 2024 audited 2023 audited
Total assets 490,398.93 538,857.62
Total liabilities 378,855.56 411,482.48
Net assets 111,543.37 127,375.14
Debt-to-asset ratio 77.25% 76.36%
Operating income 106,275.69 161,534.79
Net profit -15,831.77 25,911.73
Net profit after deducting non-recurring gains and losses -19,788.99 20,947.32
Note: The above financial data has been audited by Grant Thornton Certified Public Accountants (Special General Partnership).
The guarantor is a wholly-owned subsidiary of the Company and does not fall under the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange
Specified Related Parties; It is not a judgment defaulter, and there are no major contingencies that affect its ability to repay debts (including
including guarantees, mortgages, litigation and arbitration, etc.).
3. The main content of the security agreement
Unit: 10,000 yuan
Liable Financial institution Guarantee amount Guarantee occurrence date Guarantee start date Guarantee maturity date Guarantee Whether the guarantee has been guaranteed is
Insurer (10,000 yuan) (Date of signing the agreement) Type Completed after performance Is it overdue
Xining CITIC Bank 29,591 2022.09.08 2020.08.31 2030.09.03 No No
Condor Xining Pudong Development Bank 80,000 2021.12.03 2021.12.08 2031.12.07 Joint and several No No
Xining Lianyungang China Merchants Bank 70,000 2021.12.29 2021.12.29 2031.12.28 Responsibility No No
CCB Xining Branch 30,000 2022.03.18 2022.04.25 2031.03.06 Guarantee No No
Bank of China Xining Branch 16,000 2022.06.02 2022.07.14 2031.07.13 No No
Total 225,591 - - - - - - -
4. The reason and necessity of the guarantee
The above-mentioned guarantee is to meet the capital needs of the construction of the 25,000-ton carbon fiber project in Xining, which will help ensure the construction progress of the project and improve the company's production capacity. The above-mentioned guarantor is a wholly-owned subsidiary of the company, with good operating conditions, good credit status, strong solvency, and overall controllable guarantee risks. This guarantee is in line with the needs of the company's overall development, will not harm the interests of the company and all shareholders, and will not adversely affect the company's normal operation and business development.
5. Explanation of special opinions
(1) Opinions of the Board of Directors
The board of directors believes that the company's provision of guarantee for the bank loans of the subsidiaries is based on comprehensive consideration of the needs of the business operation and development of the company and its subsidiaries, in line with the actual operating conditions and overall development strategy of the company, and the board of directors agrees that the company provides guarantees for the bank loans of the subsidiaries.
(2) Opinions of the Board of Supervisors
The Board of Supervisors believes that the provision of guarantee for the wholly-owned subsidiary is conducive to the operation and development of the subsidiary and is in line with the overall interests of the company. The decision-making procedure is in line with the relevant national laws, regulations and the provisions of the Articles of Association, and there is no harm to the interests of the company and small and medium-sized shareholders.
(3) The sponsor's verification opinions
After verification, the sponsor believes that the provision of guarantee by Zhongfu Shenying to its wholly-owned subsidiary has been deliberated and approved by the board of directors and the board of supervisors of the company, and the decision-making procedures comply with the relevant provisions of the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 11 - Continuous Supervision, the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, the Articles of Association and the Company's External Guarantee Management System. The provision of guarantee to the wholly-owned subsidiary is based on the company's operation and management needs, and there is no harm to the interests of the company and all shareholders.
In summary, the sponsor has no objection to the company's provision of guarantees for its wholly-owned subsidiaries in 2025.
6. The cumulative amount of external guarantee and the amount of overdue guarantee
As of the disclosure date of this announcement, the actual guarantee balance of the company for its wholly-owned subsidiary is 1156.3895 million yuan, accounting for 25.00% and 12.36% of the company's audited net assets and total assets in 2024, respectively. There is no overdue guarantee.
The announcement is hereby made.
Zhongfu Shenying Carbon Fiber Co., Ltd
board of directors
March 26, 2025
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