Stock code: 605196 Stock abbreviation: Huatong Cable Announcement number: 2021-064
The Board of Directors and all Directors of the Company warrant that the contents of this announcement are free from any misrepresentation, misleading statement or material omission and accept sole and several liability for the truthfulness, accuracy and completeness of the contents.
The notice of the fifth meeting of the third board of directors of Hebei Huatong Cable Group Co., Ltd. (hereinafter referred to as the "Company") was issued in writing, telephone, etc. on October 13, 2021, and the meeting was held on October 19, 2021 in the company's conference room by a combination of on-site voting and communication voting. The meeting shall be attended by 9 directors and 9 directors shall be physically present. The company's supervisors and senior management attended the meeting as observers. The meeting was presided over by Chairman Zhang Wendong, the meeting complied with the relevant provisions of the Company Law and the Articles of Association of the Company, and the meeting was held legally and effectively. The meeting was voted in writing by the directors attending the meeting and made the following resolutions:
In view of the Company's initial public offering of shares to raise funds for investment projects "New Aluminum Alloy Composite and Data Center Special Distribution Cable, Offshore oil and Gas Engineering Submersible Pump Cable, Coiling Pipe and Smart Pipe Cable Project", the Company's wholly-owned subsidiary Cinda Kechuang (Tangshan) Petroleum Equipment Co., Ltd. (hereinafter referred to as "Cinda Kechuang"), Tangshan Huatong Special Cable Manufacturing Co., Ltd. (hereinafter referred to as "Huatong Special Cable"), and the overseas wholly-owned grandson company Busan Cable Engineering Co., Ltd. (hereinafter referred to as "Busan Cable") have been added as the joint implementation entities In order to standardize the management and use of the raised funds and maintain the continuity of the supervision of the raised funds, Cinda Kechuang, Huatong Special Cable and Busan Cable intend to open special accounts for new raised funds, and sign a four-party supervision agreement with the company, the bank where the raised funds are deposited and the sponsoring institutions are signed separately to supervise the deposit and use of the raised funds. The Board of Directors of the Company authorizes the management of the Company to handle relevant matters according to the actual situation.
Voting result: 9 votes in favour, 0 against, 0 abstentions.
(2) Proposal on the Use of Raised Funds to Provide Loans to Wholly-Owned Sons and Grandchildren to Implement the Investment Projects of the Raised Funds
In view of the fact that all the funds raised by the company's initial public offering of shares have been received, and the implementation of the fund-raising investment projects "New Aluminum Alloy Composite and Data Center Special Distribution Cable, Offshore oil and Gas Engineering Submersible Pump Cable, Coiling Pipe and Intelligent Pipe Cable Project" has been added to the Company's wholly-owned subsidiaries Cinda Kechuang (Tangshan) Petroleum Equipment Co., Ltd. (hereinafter referred to as "Cinda Kechuang"), Tangshan Huatong Special Cable Manufacturing Co., Ltd. (hereinafter referred to as "Huatong Special Cable"), and the overseas wholly-owned Sun Company Busan Cable Engineering Co., Ltd. ( Hereinafter referred to as "Busan Cable") as the main body of implementation, in order to improve the efficiency of the use of the raised funds, accelerate the implementation of the investment of the raised funds, according to the actual situation of the net amount of funds raised and the actual needs of the fundraising project, the company intends to use the raised funds of 100 million yuan to provide interest-free loans to the company's wholly-owned subsidiaries Cinda Kechuang, Huatong Special Cable and wholly-owned Sun Company Busan Cable to implement the fundraising project, and according to the actual needs of the fundraising project, the loan period is 5 years from the date of actual transfer. The above-mentioned wholly-owned children and grandchildren may repay the loan in advance according to the actual progress of the project or make other arrangements after consideration. This loan is limited to the implementation of the investment of the raised funds and may not be used for other purposes. After the loan provided to the children and grandchildren is in place, it will be deposited in the special account for the raised funds to be opened by the son and grandson companies, and the company will supervise the use of the funds raised by the subsidiaries in accordance with the requirements of the Shanghai Stock Exchange and the provisions of the company's management system for the use of funds raised. The board of directors of the company authorizes the chairman of the board of directors of the company to handle the follow-up specific work of the above-mentioned loan matters.
This proposal does not need to be submitted to the company's general meeting of shareholders for consideration.
For details, please refer to the "Announcement of Hebei Huatong Cable Group Co., Ltd. on Using the Raised Funds to Borrow from Wholly-Owned Sons and Grandchildren to Implement the Investment Projects of the Raised Funds" (Announcement No. 2021-066) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
This is hereby announced.
Board of Directors of Hebei Huatong Cable Group Co., Ltd
October 20, 2021
Stock code: 605196 Stock abbreviation: Huatong Cable Announcement number: 2021-065
Hebei Huatong Cable Group Co., Ltd
Announcement of the resolution of the fifth meeting of the third session of the Board of Supervisors
The Supervisory Board and all the Supervisors of the Company warrant that the contents of this announcement are free from any false records, misleading statements or material omissions, and assume individual and joint liability for the truthfulness, accuracy and completeness of the contents.
The notice of the third meeting of the third session of the Supervisory Board of Hebei Huatong Cable Group Co., Ltd. (hereinafter referred to as the "Company") was issued on October 13, 2021, and the meeting was held on October 19, 2021 in the company's conference room by means of on-site voting. The meeting should be attended by 3 supervisors, 3 actually attended the supervisors, and the secretary of the board of directors of the company and the representative of securities affairs attended the meeting as observers. The meeting was presided over by Ma Hongrui, chairman of the board of supervisors, and the convening and decision-making procedures complied with the relevant provisions of the Company Law and the Articles of Association of the Company, and the meeting was held legally and effectively. The meeting was voted in writing by the supervisors attending the meeting and the following proposals were deliberated and passed:
I. Deliberated and passed the "Proposal on the Establishment of a Special Account for Raising Funds by Wholly-Owned Sons and Grandchildren and signing a Four-Party Supervision Agreement on Raising Funds"
1. Contents of the proposal: In view of the company's initial public offering of shares to raise funds for investment projects "New Aluminum Alloy Composite and Data Center Special Distribution Cable, Offshore oil and Gas Engineering Submersible Pump Cable, Coiling Pipe and Intelligent Pipe Cable Project" has been added to the Company's wholly-owned subsidiaries Cinda Kechuang (Tangshan) Petroleum Equipment Co., Ltd. (hereinafter referred to as "Cinda Kechuang"), Tangshan Huatong Special Cable Manufacturing Co., Ltd. (hereinafter referred to as "Huatong Special Cable"), and the overseas wholly-owned Sun Company Busan Cable Engineering Co., Ltd. (hereinafter referred to as "Busan Cable") In order to standardize the management and use of the raised funds and maintain the continuity of the supervision of the raised funds, Cinda Kechuang, Huatong Special Cable and Busan Cable intend to open special accounts for new raised funds, and sign a four-party supervision agreement with the company, the bank where the raised funds are deposited and the sponsoring institutions are respectively signed to supervise the deposit and use of the raised funds. The Board of Directors of the Company authorizes the management of the Company to handle relevant matters according to the actual situation.
2. Voting result: 3 votes in favor, 0 votes against, 0 abstentions.
II. Deliberated and passed the "Proposal on Using the Raised Funds to Provide Loans to Wholly-Owned Sons and Grandchildren to Implement the Investment Projects of the Raised Funds"
1. Contents of the proposal: In view of the fact that all the funds raised by the company's initial public offering of shares have been received, and the implementation of the fund-raising investment projects "new aluminum alloy composite and data center special power distribution cables, sea and land oil and gas engineering submersible oil pump cables, coiling pipes and smart pipe cable projects" has been added to the company's wholly-owned subsidiaries Cinda Kechuang (Tangshan) Petroleum Equipment Co., Ltd. (hereinafter referred to as "Cinda Kechuang"), Tangshan Huatong Special Cable Manufacturing Co., Ltd. (hereinafter referred to as "Huatong Special Cable"), Busan Cable Engineering Co., Ltd. (hereinafter referred to as "Busan Cable"), a wholly-owned overseas company, is the main body of implementation, in order to improve the efficiency of the use of the raised funds and accelerate the implementation of the investment in the raised funds, according to the actual situation of the net amount of funds raised and the actual needs of the fundraising project, the company intends to use the raised funds of 100 million yuan to provide interest-free loans to the company's wholly-owned subsidiaries Cinda Kechuang, Huatong Special and wholly-owned Sun Company Busan Cable to implement the fundraising project, and transfer the funds in batches according to the actual needs of the fundraising project. The term of the loan is 5 years from the date of actual transfer. The above-mentioned wholly-owned children and grandchildren may repay the loan in advance according to the actual progress of the project or make other arrangements after consideration. This loan is limited to the implementation of the investment of the raised funds and may not be used for other purposes. After the loan provided to the children and grandchildren is in place, it will be deposited in the special account for the raised funds to be opened by the son and grandson companies, and the company will supervise the use of the funds raised by the subsidiaries in accordance with the requirements of the Shanghai Stock Exchange and the provisions of the company's management system for the use of funds raised.
2. Opinion of the Board of Supervisors: The company's use of the raised funds to provide loans to the subsidiaries of quan and sun capital is the actual need for the implementation of the fundraising project, in line with the company's development strategy and long-term planning, in line with the use of the raised funds plan, is conducive to improving the efficiency of the use of the raised funds, there is no disguised change in the use of the raised funds and damage to the interests of shareholders. The Company's decision-making procedures comply with the relevant provisions of the Guidelines for the Supervision of Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies, the Measures for the Administration of Funds Raised by Listed Companies on the Shanghai Stock Exchange (Revised in 2013), and other relevant provisions. The Board of Supervisors agreed that the Company would use the raised funds to provide loans to its wholly-owned sons and grandchildren to implement the investment projects of the raised funds.
3. Voting result: 3 votes in favor, 0 votes against, 0 abstentions.
4. Recusal from Voting: This proposal does not involve related party transactions.
For details, please refer to the "Announcement of Hebei Huatong Cable Group Co., Ltd. on Using the Raised Funds to Borrow from Wholly-Owned Sons and Grandchildren to Implement the Investment Projects of the Raised Funds" (Announcement No. 2021-064) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
Supervisory Board of Hebei Huatong Cable Group Co., Ltd
Stock code: 605196 Stock abbreviation: Huatong Cable Announcement number: 2021-066
About the use of raised funds to wholly-owned children and grandchildren
Announcement of borrowing to implement the investment project of the raised funds
Hebei Huatong Cable Group Co., Ltd. (hereinafter referred to as the "Company") held the fifth meeting of the third board of directors and the fifth meeting of the third session of the supervisory board on October 19, 2021, and deliberated and passed the "Proposal on Using the Raised Funds to Borrow from wholly-owned Sons and Grandchildren to Implement the Investment Project of the Raised Funds", and the Company's initial public offering of shares raised funds to raise funds for investment projects "New Aluminum Alloy Composite and Data Center Special Distribution Cables, Submarine Oil Pump Cables for Sea and Land Oil and Gas Projects, Continuous Pipes and Smart Pipe Cable Projects" "Has added the company's wholly-owned subsidiaries Cinda Kechuang (Tangshan) Petroleum Equipment Co., Ltd. (hereinafter referred to as "Cinda Kechuang"), Tangshan Huatong Special Cable Manufacturing Co., Ltd. (hereinafter referred to as "Huatong Special Cable"), and the overseas wholly-owned Grandson Company Busan Cable Engineering Co., Ltd. (hereinafter referred to as "Busan Cable") as the joint implementation body, in order to improve the efficiency of the use of the raised funds and accelerate the implementation of the investment in the raised funds, the company intends to use the raised funds to provide interest-free loans to Cinda Kechuang, Huatong Special Cable, Busan Cable, The specifics are as follows:
First, the basic situation of funds raised
With the approval of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on the Approval of the Initial Public Offering of Shares of Hebei Huatong Cable Group Co., Ltd. (CSRC License [2021] No. 202), Hebei Huatong Cable Group Co., Ltd. (hereinafter referred to as the "Company" or the "Company") issued 76 million RMB ordinary shares (A shares) to the public for the first time, with an issue price of RMB 5.05 per share, with a total raised amount of 383 yuan. 800,000.00 yuan, after deducting various issuance expenses of RMB56,132,692,39 in accordance with the relevant regulations, the actual net amount of funds usable is 327,667,307.61 yuan. The above-mentioned amounts were all collected on April 30, 2021, and were examined and verified by Fong's Certified Public Accountants (Special General Partnership) and issued a Capital Verification Report (Xinhuishi Baozi [2021] No. ZB10554). The company has implemented a special account storage system for the raised funds, and signed a tripartite supervision agreement with the sponsoring institution and the bank that deposits the raised funds.
Second, the basic situation of the investment projects of the raised funds
According to the company's "Prospectus for Initial Public Offering of Shares", the specific circumstances of the investment projects raised by the offering are disclosed as follows:
On September 28, 2021, the company held the third meeting of the third board of directors and the third meeting of the third session of the board of supervisors to deliberate and pass the "Proposal on Increasing the Implementation Entity and Implementation Location of Part of the Raised Capital Investment Project", and agreed to increase the Company's wholly-owned subsidiaries Cinda Kechuang, Huatong Special Cable, and the overseas wholly-owned Sun Company Busan Cable to raise funds for the company's initial public offering of shares to raise funds for the investment project "New Aluminum Alloy Composite and Data Center Special Distribution Cable, Submarine Oil Pump Cable for Sea and Land Oil and Gas Engineering", The main body of the implementation of the "continuous pipe and intelligent pipe cable project" corresponds to the increase in the implementation site of Busan, South Korea, that is, the company and its wholly-owned subsidiaries Cinda Kechuang, Huatong Special Cable and the wholly-owned Sun Company Busan Cable as the joint implementation of the fundraising project.
After the implementation of the increase in the number of entities, the specific investment projects of the raised funds are as follows:
3. The use of raised funds to provide loans to wholly-owned subsidiaries
According to the "Proposal on The Use of Raised Funds to Borrow from Wholly-Owned Sons and Grandchildren to Implement the Investment Projects of the Raised Funds" deliberated and passed by the Fifth Meeting of the Third Board of Directors and the Fifth Meeting of the Third Supervisory Board held on October 19, 2021 respectively. In view of the fact that all the funds raised by the company's initial public offering of shares have been received, and the implementation of the fund-raising investment projects "New Aluminum Alloy Composite and Data Center Special Distribution Cable, Offshore oil and Gas Engineering Submersible Pump Cable, Coiling Pipe and Intelligent Pipe Cable Project" has been added to the Company's wholly-owned subsidiaries Cinda Kechuang (Tangshan) Petroleum Equipment Co., Ltd. (hereinafter referred to as "Cinda Kechuang"), Tangshan Huatong Special Cable Manufacturing Co., Ltd. (hereinafter referred to as "Huatong Special Cable"), and the overseas wholly-owned Sun Company Busan Cable Engineering Co., Ltd. ( Hereinafter referred to as "Busan Cable") as the main body of implementation, in order to improve the efficiency of the use of the raised funds, accelerate the implementation of the investment of the raised funds, according to the actual situation of the net amount of funds raised and the actual needs of the fundraising project, the company intends to use the raised funds of 100 million yuan and the corresponding deposit interest to provide interest-free loans to the company's wholly-owned subsidiaries Cinda Kechuang, Huatong Special Cable and wholly-owned Sun Company Busan Cable to implement the fundraising project, and transfer the funds in batches according to the actual needs of the fundraising project. The term of the loan is 5 years from the date of actual transfer. The above-mentioned wholly-owned children and grandchildren may repay the loan in advance according to the actual progress of the project or make other arrangements after consideration. This loan is limited to the implementation of the investment of the raised funds and may not be used for other purposes. After the loan provided to the children and grandchildren is in place, it will be deposited in the special account for the raised funds to be opened by the son and grandson companies, and the company will supervise the use of the funds raised by the subsidiaries in accordance with the requirements of the Shanghai Stock Exchange and the provisions of the company's management system for the use of funds raised. The board of directors of the company authorizes the chairman of the board of directors of the company to handle the follow-up specific work of the above-mentioned loan matters.
Fourth, the basic situation of the borrower
(1) The basic situation of Cinda Science and Technology Innovation
(2) The basic situation of Huatong special cable
(3) Basic situation of Busan cable
Fifth, the impact of this loan on the company
The loan provided to the subordinate wholly-owned sons and grandchildren is implemented by the company for the construction of the fundraising project, which is conducive to meeting the capital needs of the fundraising project, reducing the cost of project financing, and ensuring the smooth implementation of the fundraising project. After the completion of this loan, the company's financial strength and operating ability will be further improved, which will help the company's business development and long-term planning, which is in line with the interests of the company and all shareholders. The company has absolute control over the production and operation management activities of wholly-owned sons and grandchildren during the period of providing loans, the financial risk is extremely small, it is within the controllable range, and the possibility of bad debts formed by borrowing is extremely small.
Subsequently, Cinda Kechuang, Huatong Special Cable and Busan Cable will sign a four-party supervision agreement with the company, the sponsoring institution and the bank with the special account for raising funds and set up a special account for raising funds to deposit the raised funds to ensure the safety of the use of the raised funds.
VI. Explanation of special opinions
(1) Opinions of independent directors
All the independent directors of the company unanimously agreed that the company used the raised funds to provide interest-free loans to its wholly-owned subsidiaries Cinda Kechuang, Huatong Special Cable and wholly-owned Sun Company Busan Cable for the implementation of "new aluminum alloy composite and data center special distribution cables, submarine oil pump cables for sea and land oil and gas projects, coiled pipes and intelligent pipe cable projects", and the use of the raised funds to borrow from wholly-owned subsidiaries to implement the fundraising project is the actual need for the implementation of the fundraising project, which is in line with the company's development strategy and long-term planning. The content and procedures of the matter comply with the relevant provisions of the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies and the Measures for the Administration of Funds Raised by Listed Companies on the Shanghai Stock Exchange (Revised in 2013), and there is no disguised change in the use of the raised funds and damage to the interests of shareholders, and the independent directors of the Company unanimously agree that the Company will use the raised funds to borrow funds from wholly-owned sons and grandchildren to implement the fundraising projects.
(2) Opinions of the Board of Supervisors
The company's use of the raised funds to provide loans to the subsidiaries of Quan and Sun Zi is the actual needs of the implementation of the fundraising project, in line with the company's development strategy and long-term planning, in line with the use of the raised funds plan arrangement, is conducive to improving the efficiency of the use of the raised funds, there is no disguised change in the use of the raised funds and damage to the interests of shareholders. The Company's decision-making procedures comply with the relevant provisions of the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies and the Measures for the Administration of Funds Raised by Listed Companies on the Shanghai Stock Exchange (Revised in 2013). The Board of Supervisors agreed that the Company would use the raised funds to provide loans to its wholly-owned sons and grandchildren to implement the investment projects of the raised funds.
(3) Opinions of the sponsoring institution
After verification, the sponsoring institution believes that the company's use of the raised funds to borrow money from the wholly-owned subsidiary to implement the fundraising project has been deliberated and approved by the company's board of directors and the board of supervisors, and the independent directors have expressed their explicit consent. The above matters are consistent with the implementation plan of the investment project of the raised funds, and do not affect the normal implementation of the investment projects of the raised funds, nor do they change the investment direction of the raised funds in disguise and harm the interests of shareholders. The above matters have fulfilled the necessary deliberation procedures and complied with the relevant laws and regulations, normative documents and relevant systems of the company. In summary, the sponsoring institution has no objection to the company's use of the raised funds to borrow money from a wholly-owned subsidiary to implement the fundraising project.
October 20, 2021
Stock code: 605196 Stock abbreviation: Huatong Cable Announcement number: 2021-067
Hebei Huatong Cable Group Co., Ltd. about for
The company applied to the bank for a comprehensive credit pledge guarantee and a progress announcement on the acceptance of guarantees from wholly-owned subsidiaries and related parties
1. Overview of the guarantee situation
Hebei Huatong Cable Group Co., Ltd. (hereinafter referred to as the "Company") held the 24th meeting of the second board of directors and the 2020 annual general meeting of shareholders on February 19, 2021 and March 12, 2021 respectively, deliberated and passed the "Proposal on the Mutual Insurance provided by the Company and its subsidiaries when applying for comprehensive credit", and agreed that the company and its subsidiaries intend to carry out mutual insurance when applying for comprehensive credit (including mutual insurance between the company and its subsidiaries and mutual insurance between subsidiaries). The total amount is RMB800 million (or the equivalent in foreign currency), which includes but is not limited to mortgage guarantee, pledge guarantee, credit guarantee and other guarantee methods, and authorizes the chairman of the board of directors to exercise the approval authority to exercise the mutual insurance when the company and its subsidiaries apply for comprehensive credit facilities. The resolution is valid for one year from March 12, 2021.
On September 6, 2021, the Company held the second meeting of the third board of directors and the second meeting of the third board of directors and supervisors respectively, and deliberated and passed the "Proposal on the Company's Proposed Application for Comprehensive Credit Facility and Acceptance of Guarantees from Related Parties", in order to meet the capital needs of production and operation and business development, the Company intends to apply for a comprehensive credit line of not more than RMB 1 billion from financial institutions such as the Export-Import Bank of China as a supplement to the company's working capital. The controlling shareholder of the Company provides various types of guarantees free of charge for the comprehensive credit line to be applied for within the above-mentioned limit. When the controlling shareholder of the company provides a guarantee for the above comprehensive credit line, it does not charge the company any guarantee fee, nor does it require the company to provide a counter-guarantee. The combined credit line is recyclable for the duration of the authorization. Within this limit, the Company will not hold a separate Board of Directors for each credit or loan. The board of directors of the company authorizes the management of the company to handle relevant matters within the above-mentioned comprehensive credit line according to the actual situation, and authorizes mr. Zhang Wendong, the chairman of the board, to sign the relevant documents for business transactions with various financial institutions. The above quota and authorization are valid for one year from the date of the issuance of this board resolution.
On October 18, 2021, the Company signed the RMB Working Capital Loan Contract with a credit of RMB 50 million and the Domestic Letter of Credit Issuance Contract with a credit of RMB 30 million, and the Company and its wholly-owned subsidiary, Cinda Kechuang (Tangshan) Petroleum Equipment Co., Ltd. (hereinafter referred to as "Cinda Kechuang"),and CCB Signed a Pledge Contract for Maximum Rights. Tangshan Huatong Special Cable Manufacturing Co., Ltd. (hereinafter referred to as "Huatong Special Cable"), a wholly-owned subsidiary of the Company, signed the "Maximum Mortgage Contract" with China Construction Bank, and the actual controllers of the Company, Zhang Wendong, Zhang Wenyong, Zhang Shujun, Mr. Zhang Baolong, etc., signed the "Maximum Principal Guarantee Contract (Natural Person Version)" with China Construction Bank respectively to provide guarantees for the above-mentioned companies to apply for comprehensive credit to China Construction Bank.
3. The main content of the security agreement
(1) The "Maximum Amount Rights Pledge Contract" signed between the Company and its wholly-owned subsidiary Cinda Kechuang and the Tangshan Branch (Creditor) of China Construction Bank
1. Pledgee (Party A): The company, Cinda Kechuang
2. Pledgee (Party B): Tangshan Jidong Oilfield Branch of China Construction Bank Co., Ltd
3. Contents, scope and amount of guarantee:
Whereas, Party B is going to and/or has entered into RMB fund loan contracts, foreign exchange fund borrowing contracts, bank acceptance agreements, letter of credit issuance contracts, letter of credit issuance contracts, letter of guarantee agreements and/or other legal documents (the above contracts, agreements and/or other legal documents signed between 18 October 2021 and 17 October 2022) (hereinafter referred to as the "Claim Determination Period") for the Company (hereinafter referred to as the "Debtor") for the Company (hereinafter referred to as the "Debtor") or other legal documents hereinafter referred to as the "Master Contract").
(1) Issuing RMB/foreign currency loans;
(2) Acceptance of commercial bills of exchange;
(3) Opening a letter of credit;
(4) Issuing a letter of guarantee;
(5) Other credit granting business: This column is blank.
Party A is willing to provide a maximum pledge of rights for a series of debts under the debtor's main contract. The scope of security for this maximum right pledge is all debts under the main contract, including but not limited to all principal, interest (including compound interest and penalty interest), liquidated damages, compensation, judgments or mediation documents and other effective legal documents such as the interest on debts that should be doubled during the delay in performance of effective legal documents, and other payments that the debtor should pay to Party B (including but not limited to relevant handling fees advanced by Party B, telecommunications fees, miscellaneous fees, relevant bank fees that the beneficiary under the letter of credit refuses to bear), etc.), Expenses incurred by Party B in realizing claims and security rights (including but not limited to litigation costs, arbitration fees, property preservation fees, travel expenses, enforcement fees, appraisal fees, auction fees, notary fees, service fees, announcement fees, lawyer fees, etc.).
The maximum limit of the guarantee liability under the pledge of this maximum amount of rights is RMB (in currency) RMB (capitalized) 100 million 500 million 500 000 000 000 000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000 If Party A performs the guarantee obligation under this contract, the maximum amount shall be reduced accordingly according to the amount of performance.
Loans, advances, interest, expenses or any other claim of Party B under the main contract are actually formed at the time of formation, even if it exceeds the period for which the claim is determined, it is still within the scope of the security of the pledge of the maximum amount of rights. The expiry date of the period for the performance of the obligation under the main contract is not limited by the date of expiry of the period during which the claim is determined.
4. List of pledge rights
(2) The "Maximum Mortgage Contract" signed by Huatong Special, a wholly-owned subsidiary, and the Tangshan Jidong Oilfield Sub-branch Company (mortgagee) of China Construction Bank Co., Ltd.
1. Mortgagor (Party A): Huatong Special
2. Mortgagee (Party B): China Construction Bank Co., Ltd. Tangshan Jidong Oilfield Sub-branch Company
Party A is willing to provide a maximum mortgage guarantee for a series of debts under the debtor's main contract. The scope of security for this maximum mortgage is all debts under the main contract, including but not limited to all principal, interest (including compound interest and penalty interest), liquidated damages, compensation, judgments or mediation documents and other effective legal documents such as the interest on debts that should be doubled during the delay in performance, and other payments that the debtor should pay to Party B (including but not limited to relevant handling fees, telecommunications fees, miscellaneous fees, and relevant bank fees that the beneficiary under the letter of credit refuses to bear), Expenses incurred by Party B in realizing claims and security rights (including but not limited to litigation costs, arbitration fees, property preservation fees, travel expenses, enforcement fees, appraisal fees, auction fees, notary fees, service fees, announcement fees, lawyer fees, etc.).
The maximum limit of the guarantee liability under this maximum mortgage is RMB (capitalized) Wu Qian Zero Lu Shi Lu Yuan. If Party A performs the guarantee obligation under this contract, the maximum amount shall be reduced accordingly according to the amount of performance. Loans, advances, interest, expenses or any other claim of Party B under the main contract that actually form at the time of formation exceeds the period for which the claim is determined, it is still covered by the security of the maximum amount of the mortgage. The expiry date of the period for the performance of the obligation under the main contract is not limited by the date of expiry of the period during which the claim is determined.
4. List of collateral
List of collateral
(3) The "Principal Maximum Guarantee Contract" signed by a natural person and the Tangshan Jidong Oilfield Branch Company (creditor) of China Construction Bank Co., Ltd., the main contents are:
1. Guarantor (Party A): Zhang Shujun, Zhang Jin, Zhang Wendong, Chen Shuying, Zhang Baolong, Wang Xiaoxiao, Zhang Wenyong, Guo Xiuzhi
2. Creditor (Party B): China Construction Bank Co., Ltd. Tangshan Jidong Oilfield Branch Company
3. Guarantee matters:
Whereas, Party B will and/or has entered into RMB fund borrowing contracts, foreign exchange fund borrowing contracts, bank acceptance agreements, letter of credit issuance contracts, and/or other legal documents (the above contracts, agreements and/or other legal documents signed between October 18, 2021 and October 17, 2022) between October 18, 2021 and October 17, 2022 (hereinafter referred to as the "Main Contract Signing Period") for the Company (hereinafter referred to as the "Debtor") in connection with the following credit granting business as follows: or other legal documents hereinafter referred to as the "Master Contract"):
Party A is willing to provide a maximum guarantee for a series of debts under the debtor's main contract.
4. Scope of Guarantee:
The principal balance of RMB (capitalized) not exceeding RMB (in currency) under the main contract of RMB10 million, as well as interest (including compound interest and penalty interest), liquidated damages, damages, judgments or mediation documents and other effective legal documents that should be doubled during the period of delay in performance, other amounts that the debtor should pay to Party B (including but not limited to relevant handling fees advanced by Party B, telecommunications fees, miscellaneous fees, relevant bank fees that the beneficiary under the letter of credit refuses to bear), etc.), All expenses incurred by Party B in realizing claims and security rights (including but not limited to litigation costs, arbitration fees, property preservation fees, travel expenses, enforcement fees, appraisal fees, auction fees, notary fees, service fees, announcement fees, lawyer fees, etc.).
If Party A performs its guarantee obligations under this contract, the maximum amount of the principal amount guaranteed by Party A shall be deducted accordingly according to the amount of principal paid by Party A.
Loans, advances, interest, expenses or any other claim of Party B under the main contract are actually formed at the time of formation, even if it exceeds the period during which the main contract was signed, it is still within the scope of the guarantee of this contract. The expiry date of the period for the performance of obligations under the main contract is not limited by the date of expiration of the period during which the main contract is concluded.
5. Guarantee method: The guarantee provided by Party A under this contract is a joint and several liability guarantee.
6. Warranty Period:
The guarantee period under this contract shall be calculated separately according to the single credit granting business handled by Party B for the debtor, that is, from the date of signing the main contract of the single credit granting business to three years after the expiration date of the debtor's debt performance period under the main contract.
If Party B and the debtor reach an extension agreement on the period for the performance of the obligations under the main contract, the guarantee period shall end three years after the expiration date of the period of performance of the obligations re-agreed upon in the extension agreement. The extension does not require the consent of the guarantor, and the guarantor is still liable for joint and several warranties.
If party B declares that the debt is due early in the event of a matter stipulated by laws and regulations or the main contract, the guarantee period shall end three years after the date of the early maturity of the debt.
7. Warranty Liability:
If the debts under the main contract are due or Party B declares the debts due early in accordance with the provisions of the main contract or the provisions of the law, the debtor fails to perform in full and on time, or the debtor violates other provisions of the main contract, or if the situation that endangers Party B's claims under the main contract causes Party B to exercise its security rights, Party A shall bear the guarantee liability within the scope of the guarantee.
Regardless of whether Party B has other guarantees for the claims under the main contract (including but not limited to guarantees, mortgages, pledges, letters of guarantee, standby letters of credit, etc.), regardless of when the above other guarantees are established, whether they are valid, whether Party B makes claims to other guarantors, whether there is a third party agreeing to assume all or part of the debts under the main contract, and whether other guarantees are provided by the debtor itself, Party A's guarantee liability under this contract will not be reduced. Party B may directly require Party A to assume the guarantee liability within the scope of its guarantee in accordance with this contract. Party A undertakes not to claim that Party B should first realize its claim on the security of the property provided by the debtor or the guarantee provided by other guarantors, and Party A agrees that Party B has the right to choose the order in which the guarantee is realized in each guarantee, and Party A will not raise any objection.
If the claim under the main contract has not been fully discharged after Party A assumes the guarantee liability, Party A undertakes that its claim (including prior exercise) of subrogation or recourse to the debtor or other guarantor shall not cause any damage to the interests of Party B, and agrees that the settlement of the debts under the main contract shall take precedence over the realization of Party A's right of subrogation or recovery.
Specifically, before Party B's claims are fully paid off,
(1) Party A agrees not to claim subrogation or recourse against the debtor or other guarantors, and if For any reason Party A realizes the above rights, party A shall give priority to the payment of Party B's outstanding claims;
(2) If the debt under the main contract is secured in kind, Party A agrees not to claim the collateral or the proceeds after its disposal on the grounds of exercising the right of subrogation or for any other reason, and the above collateral and the proceeds shall be used in priority to pay off Party B's outstanding claims;
(3) If the debtor or other guarantor provides a counter-guarantee to Party A, the money obtained by Party A based on the above counter-guarantee shall be used in priority to satisfy Party B's outstanding claims.
If the main contract is not formed, not valid, invalid, partially invalid or revoked, Party A shall be jointly and severally liable to the debtor for the debts arising from the return of property or compensation for losses. If the main contract is terminated, Party A shall continue to bear joint and several guarantee liability for the debts arising from the debtor's return of property or compensation for losses within the scope of the guarantee agreed in this contract.
Party A is fully aware of interest rate risk. If Party B adjusts the interest rate level, interest calculation or settlement method according to the provisions of the main contract or the change of the interest rate policy of the state, resulting in an increase in the interest, penalty interest or compound interest that the debtor should repay, Party A shall also bear joint and several guarantee liability for the increase.
In addition to the debts under the main contract, if the debtor has other debts to Party B, Party A agrees that Party B shall designate the order in which the debtor will pay off the debts in accordance with the provisions of the main contract, and Party A further agrees that Party B has the right to transfer the amount in RMB or other currencies in the account opened by the debtor in the China Construction Bank system in accordance with the provisions of the main contract to pay off any mature (including early maturity) debts. Your warranty liability will not be reduced by any consequence.
4. Opinions of the Board of Directors
The board of directors of the company believes that the company's application for a comprehensive credit pledge guarantee from the bank and the acceptance of the guarantee from wholly-owned subsidiaries and related parties are to meet the needs of the company's daily business activities, conform to the overall interests and development strategy of the company, and will not harm the interests of the company and shareholders.
5. The cumulative number of external guarantees and the number of overdue guarantees
As of the date of the announcement, the total external guarantee of the Company and its holding subsidiaries was RMB413,459,228.81, accounting for 23.52% of the Company's latest audited net assets. Among them, the total amount of guarantees provided by the Company to the holding subsidiaries is RMB140,246,953.81 (including this addition, of which foreign currencies are calculated at the exchange rate of the date of signature against RMB), accounting for 7.98% of the Company's latest audited net assets, and the total amount of guarantees provided by the Company's holding subsidiaries to the Company is RMB273,212,275 (of which foreign currencies are calculated at the exchange rate of the date of signature against RMB), accounting for 15.54% of the Company's latest audited net assets. The Company and its controlled subsidiaries do not have overdue guarantees.
board of directors