The guarantor is a wholly-owned subsidiary and a holding subsidiary within the scope of the company and the consolidated statement (including wholly-owned and holding subsidiaries directly or indirectly held by the company, including subsidiaries included in the scope of the consolidated statement within the validity period). The basic information of the guarantor is detailed in Annex 1 and 2 (including but not limited to the subject listed in the Annex, which will be adjusted according to the business needs at that time).
The main content of the security agreement
The main contents of the security agreement shall be determined by the guarantor, the guaranteed and the creditor through consultation. The Company requests the General meeting of shareholders to authorize the Chairman of the Company to authorize the legal representatives of the Company and each subsidiary of the Company to sign the relevant guarantee documents on behalf of their respective companies within the aforementioned quota. The guarantee method and term shall be subject to the guarantee contract or agreement actually signed.
Reason and necessity of guarantee
The Company's prediction of the guarantee amount for 2024 is to ensure the continuous and steady development of the company's production and operation, and the prediction of the amount based on the current business situation of the company and its subsidiaries is in line with the actual needs of the company's overall production and operation, and helps to meet the daily use of funds and business needs of the company. The guaranteed objects are the company and the subsidiaries within the scope of the company's consolidated statements, and the guarantee risks are generally controllable.
Special opinion
(1) Opinions of the Board of Directors
The Board of Directors believes that the projected amount of the Company's 2024 guarantee has fully considered the fund arrangement and actual needs of the Company and its subsidiaries in 2024, which is conducive to meeting the fund needs of the company and its subsidiaries, improving the efficiency of the company's use of funds, meeting the needs of the company's operation and development, and does not harm the interests of the Company and shareholders. The guaranteed objects are subsidiaries within the scope of the company and consolidated statements, and their credit and operating conditions are good. The Company will reasonably arrange the amount and method of guarantee within the scope authorized by the general meeting of shareholders.
(2) Opinions of independent directors
The independent directors believe that: The Company's estimate of the guarantee amount for 2024 is based on the current reasonable estimate of the daily operation and business development capital needs of the Company and its subsidiaries in 2024. The guaranteed objects are all subsidiaries within the scope of the Company and its consolidated statements, and the guarantee risks are within the control of the Company. The decision-making and approval procedures comply with relevant laws and regulations and the provisions of the Articles of Association of the Company, and there is no harm to the interests of the company and shareholders, especially minority shareholders.
In summary, we agree with the Proposal Concerning the Company's Estimated Guarantee Amount for 2024 and agree to submit the proposal to the Company's General Meeting for consideration.
(3) Opinions of the Board of Supervisors
The Board of Supervisors believes that the projected amount of the Company's guarantee in 2024 fully considers the fund arrangement and actual needs of the company and its subsidiaries in 2024, which is conducive to meeting the fund needs of the company and its subsidiaries, improving the efficiency of the company's fund use, and meeting the needs of the company's operation and development. The guaranteed objects are all subsidiaries within the scope of the company and the consolidated statements, and the guarantee risks are within the scope of the company's control. The guarantee matters are in line with the overall interests of the company, and the review procedures are legal and effective, without harming the interests of the company and shareholders, especially minority shareholders. Therefore, the Supervisory Board agreed to the Proposal on the Company's projected Guarantee amount for 2024.
Accumulative amount of external guarantee and overdue amount of guarantee
As of the date of disclosure of this announcement, the amount actually guaranteed by the Company to its subsidiaries is 9200.00 million yuan, the amount actually guaranteed by its subsidiaries to the Company is 128.2750 million yuan, the amount actually guaranteed by the subsidiaries to each other is 0.00 million yuan, and the amount actually guaranteed by the Company and its subsidiaries to their own debts is 17,500.00 million yuan. The total amount of actual guarantee of the Company and its subsidiaries is 39,5.2750 million yuan, accounting for 83.08% and 52.40% of the audited net assets and total assets of the Company in the latest period, respectively. The company has no overdue external guarantee and no guarantee involving litigation.
