Henan Xinda New Materials Co., Ltd. External Guarantee Announcement
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
Henan Chaoda Solar Energy Technology Co., Ltd., a wholly-owned subsidiary of Liaoning Xinda New Energy Investment Co., Ltd., a subsidiary of Henan Xinda New Materials Co., Ltd. (hereinafter referred to as “the companyâ€), intends to supply to Guodian Photovoltaic Co., Ltd. Purchasing solar modules, the total amount of goods is 5,345,802 yuan, and the two parties agree that the goods will be paid after half a year of acceptance, but the company is required to provide a general liability guarantee of 5,345,802 yuan for this payment. The company now agrees to provide a general liability guarantee of RMB 5,345,802 for this payment, and the guarantee period is up to the completion of the purchase contract.
On June 30, 2013, the company held the twenty-fifth meeting of the second board of directors. The meeting approved and approved the procurement contract for Liaoning Chaoyang Solar Energy Technology Co., Ltd. in favor of 11 votes, against 0 votes, and abstained from 0 votes. The proposal to provide guarantees, because Liaoning Chaoyang Solar Energy Technology Co., Ltd.'s asset-liability ratio exceeded 70% in 2012, according to the company's "External Guarantee Management System", the external guarantee must be submitted to the company's fifth temporary shareholders in 2013. The meeting deliberated.
Second, the basic situation of the guarantor
(1) Basic situation
Name of the sponsor: Liaoning Chaoyang Solar Technology Co., Ltd.;
Registration Number;
Registered capital: RMB 10 million;
Registered address: Chaoyang High-tech Park;
Legal representative: Zhang Jianhua;
Business scope: crystalline silicon solar cells and components, thin film solar cells and components, LED lighting products components and EMC photovoltaic applications, solar energy terminal products research and development, manufacturing; operating goods and technology import and export business. (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: Liaoning Chaoyang Solar Energy Technology Co., Ltd. is a wholly-owned subsidiary of Liaoning Xinda New Energy Investment Co., Ltd., a holding subsidiary of the company.
(II) Main financial indicators
    In 2012, the company's operating income was RMB 45,247,662.32, operating costs were RMB 41,138,353.30, and net profit was RMB -8,876,685.06. As of December 31, 2012, the company's total assets were RMB 112,144,720.79 and its net assets were RMB -4,166,886.17 (the above data were audited). The estimated value is 14,425,557.81 yuan.
Third, the main content of the guarantee agreement
For this guarantee, the company as a guarantor provided a general liability guarantee of the amount of RMB 5,345,802 for the solar module purchased by the guaranteed party Liaoning Chaoyang Solar Technology Co., Ltd. to Guodian Photovoltaic Co., Ltd., and the guarantee period was until the completion of the purchase contract.
Fourth, the board of directors
Liaoning Chaoyang Solar Energy Technology Co., Ltd. is a wholly-owned subsidiary of Liaoning Xinda New Energy Investment Co., Ltd., a controlled subsidiary of the company. The company has control over it and its financial risks are within the scope of effective control. Damage 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 twenty-fifth meeting of the second board of directors of the company.
V. The cumulative amount of external guarantees and the number of overdue guarantees
As of July 1, 2013, neither the company nor its subsidiaries had any external guarantees for other external companies. After the guarantee came into effect, the company's total external guarantee for the subsidiary was 195,345,802 yuan, accounting for 10.22% 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 25th Meeting of the Second Board of Directors of Henan Xinda New Materials Co., Ltd.
Special announcement.
Henan Xinda New Materials Co., Ltd. Board of Directors
June 30, 2013
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