Jiuri New Materials: Tianjin Jiuri New Materials Co., Ltd. announced on applying for a comprehensive credit line in 2025 and providing a guarantee line for wholly-owned subsidiaries and wholly-owned grandchildren
DATE:  Dec 06 2024

Securities code: 688199 Securities abbreviation: Jiuri New Materials Announcement No.: 2024-063

Tianjin Jiuri New Materials Co., Ltd

About the application for a comprehensive credit line in 2025 and the application for a wholly-owned subsidiary,

Announcement of the amount of guarantee provided by the wholly-owned grandson company

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:

In order to meet the capital needs of Tianjin Jiuri New Materials Co., Ltd. (hereinafter referred to as the Company) for daily production, operation and business development, the Company and the Company within the scope of the Company's consolidated statements intend to apply to financial institutions for a comprehensive credit line of no more than the equivalent of RMB 240,000 (including RMB 240,000, the actual loan currency includes but is not limited to RMB, USD, EUR, HKD, etc.), including but not limited to working capital loans, project loans, bank acceptance bills, and letters of guarantee, factoring, letter of credit, bills, trade financing, bill discounting, financial leasing and other comprehensive credit business (the specific form is subject to the approval of relevant financial institutions). The mortgage and guarantee methods of comprehensive credit include: mortgage of real estate, land, machinery and equipment, pledge of intellectual property rights, accounts receivable, monetary funds, etc.

Name of the guarantor and whether it is a related party of the listed company: The guarantor is Shandong Jiuri Chemical Technology Co., Ltd. (hereinafter referred to as Shandong Jiuri), a wholly-owned subsidiary of the company, Hunan Jiuri New Materials Co., Ltd. (hereinafter referred to as Hunan Jiuri), Tianjin Jiurui Xianghe Trading Co., Ltd. (hereinafter referred to as Jiurui Xianghe), Tianjin Jiuyuan New Material Technology Co., Ltd. (hereinafter referred to as Jiuyuan Technology), Inner Mongolia Jiuri New Materials Co., Ltd. (hereinafter referred to as Inner Mongolia Jiuri), Changzhou Jiusheng New Material Technology Co., Ltd. (hereinafter referred to as Changzhou Jiusheng) and Huaihua Taitong New Material Technology Co., Ltd. (hereinafter referred to as Huaihua Taitong), a wholly-owned grandson company of the Company, are all wholly-owned subsidiaries or wholly-owned grandchildren of the Company.

The amount of this guarantee and the balance of the guarantee actually provided for it: The company expects to provide a total guarantee amount of no more than RMB 200,000.00 (or equivalent in foreign currency) to the above-mentioned wholly-owned subsidiaries and wholly-owned grandchildren, including the balance of the guarantee for the above-mentioned wholly-owned subsidiaries and wholly-owned grandchildren that have existed until the disclosure date of this announcement, as mentioned above

The guarantee amount is the highest guarantee amount, which can be used on a rolling basis, and the guarantee amount is valid from the date when the proposal is deliberated and approved by the general meeting of shareholders of the company to the date of the board of directors or the general meeting of shareholders to consider the same matters in the next year. As of the disclosure date of this announcement, the company has actually provided a balance of 114,800.00 yuan of guarantee for the above-mentioned wholly-owned subsidiaries and wholly-owned grandchildren.

Is there a counter-guarantee for this guarantee: No.

The application for a comprehensive credit line and the provision of guarantee lines for wholly-owned subsidiaries and wholly-owned grandchildren need to be submitted to the general meeting of shareholders for deliberation.

1. Overview of the application for comprehensive credit and guarantee

(1) The basic information of the application for comprehensive credit and guarantee

In order to meet the capital needs of the company's daily production and operation and business development, the company and the company within the scope of the company's consolidated statements intend to apply for a comprehensive credit line of no more than the equivalent of RMB 240,000 (including 240,000 yuan, the actual loan currency includes but is not limited to RMB, USD, EUR, HKD, etc.) from financial institutions in 2025, including but not limited to working capital loans, project loans, bank acceptance bills, letters of guarantee, factoring, letter of credit issuance, bills, trade financing, Comprehensive credit business such as bill discounting and financial leasing (the specific form is subject to the approval of relevant financial institutions). The mortgage and guarantee methods of comprehensive credit include: mortgage of real estate, land, machinery and equipment, pledge of intellectual property rights, accounts receivable, monetary funds, etc. The aforesaid credit line and credit term are subject to the actual credit line and credit term approved by the relevant financial institutions, and the specific financing amount will be determined according to the actual business needs of the company. During the credit period, the credit line can be recycled.

At the same time, in order to meet the capital needs of the company's wholly-owned subsidiaries Shandong Jiuri, Hunan Jiuri, Jiurui Xianghe, Jiuyuan Technology, Inner Mongolia Jiuri, Changzhou Jiusheng and wholly-owned grandson company Huaihua Taitong, reduce the risk of capital use and reduce the pressure of capital turnover, the company intends to provide the above-mentioned wholly-owned subsidiaries and wholly-owned grandchildren to Industrial and Commercial Bank of China Co., Ltd., Agricultural Bank of China Co., Ltd., China Construction Bank Co., Ltd., Bank of China Co., Ltd., Bank of Communications Co., Ltd., Shanghai Pudong Development Bank Co., Ltd., Industrial Bank Co., Ltd., China Minsheng Bank Co., Ltd., Bohai Bank Co., Ltd., China CITIC Bank Co., Ltd., China Merchants Bank Co., Ltd., Huaxia Bank Co., Ltd., Bank of Beijing Co., Ltd. and other financial institutions (including but not limited to the listed financial institutions) are expected to provide a guarantee limit of no more than RMB 200,000.00 (or equivalent in foreign currency) when applying for comprehensive credit facilities. The amount of any single guarantee shall not exceed 10.00% of the latest audited net assets of the company

The maximum amount shall not exceed RMB 40,000.00 (or equivalent in foreign currency). The aforesaid guarantee amount is the maximum guarantee amount (including the balance of the guarantee that lasts until the date of the meeting of the board of directors of the company), which can be used on a rolling basis, and the guarantee amount is valid from the date when the proposal is deliberated and approved by the general meeting of shareholders of the company to the date of the board of directors or the general meeting of shareholders of the next year to consider the same matters.

(2) The internal decision-making procedures and procedures to be performed for the performance of the comprehensive credit and guarantee matters applied for this time

On December 5, 2024, the company held the 17th meeting of the fifth board of directors, with 9 votes and 0

voted against and abstained from 0 abstentions, and the "Proposal on Applying for a Comprehensive Credit Line in 2025 and Providing Guarantee Lines for Wholly-owned Subsidiaries and Wholly-owned Sun Companies" was deliberated and passed; On the same day, the fifth session of the Board of Supervisors was held

At the 16th meeting, the "About 2025" was deliberated and adopted by a vote of 3 votes in favor, 0 votes against and 0 abstentions

Proposal on annual application for comprehensive credit line and provision of guarantee line for wholly-owned subsidiaries and wholly-owned grandchildren. The application for a comprehensive credit line and the provision of guarantee lines for wholly-owned subsidiaries and wholly-owned grandchildren need to be submitted to the general meeting of shareholders for deliberation.

2. Basic information of the guarantor

(1) The basic information of the guarantor

1. Shandong Jiuri

Date of Establishment: April 7, 2010

Legal representative: Li Ke

Registered capital: 20,000.000000 RMB

Residence: Xinhai Industrial Park, Wudi County

Business scope: production, wholesale and retail of 2-methyl-2-propanol and hydrochloric acid (the validity period is subject to the license); production, wholesale and retail of 2-isopropylthioxanthone, 2,4-diethylthioxanthone, 2,4,6-trimethylbenzoyl-diphenylphosphine oxide, hydroxycycloethylphenyl oxyketone, ethyl 2,4,6-trimethylbenzoylphosphonate, 2-benzylbenzyl-2-dimethylamine-1-(4-morphobenzylphenyl)butanone, 2-hydroxy-2-methyl-1-phenyl-1-acetone, 2-methyl-2-(4-morpholino)-1-[4-(methylthio)phenyl]-1-acetone; Import and export business within the scope of filing (projects subject to approval in accordance with the law can only be carried out after approval by relevant departments).

Relationship with listed companies: It is a wholly-owned subsidiary of a listed company

Shareholding structure: The company holds 100.00% equity

Whether there are material contingencies affecting the ability of the guarantor to repay debts: none

Whether it is a judgment defaulter: No

2. Hunan Jiuri

Date of Establishment: January 22, 2015

Legal representative: Hu Zufei

Registered capital: 25,000.000000 RMB

Residence: No. 99, Maozhou Plot, Industrial Park, Hongjiang District, Huaihua City

Business Scope: 2-Hydroxy-2-methyl-1-phenyl-1-acetone, N,N-dimethylacrylamide, 1-hydroxycyclohexylphenyl ketone, 2-methyl-1-(4-methylthiophenyl)-2-morpholino-1-acetone, 1-(4-morpholinophenyl)-1-butanone, 4-phenyl benzophenone, 2,4,6-trimethylbenzoylphenyl phosphoethyl, acrylomorpholine, N,N-dimethylaminopropyl acrylamide, cyclohexyl chloride, monochloroethane, trimethylbenzoyl chloride, 2- Methyl-1-phenyl-1-acetone, phenylcyclohexyl methylone, 1-(4-chlorophenyl)-2-methyl-1-propanone, 1-(4-chlorophenyl)-2-methyl-2-chloro-1-propanone, 1-(4-chlorophenyl)-2-methyl-2-(4-morpholino)-1-acetone, benzoin dimethyl ether, methylparaben, ethylparaben, ethyl p-dimethylaminobenzoate, 2-chloro-2-methyl-1-phenyl-1-acetone, 1-chlorocyclohexylphenyl ketone, Phthaloylbenzoic acid, 2,4,6-trimethylbenzoyldiphenylphosphine oxide, 2,4,6-trimethylbenzaldehyde, diethyl phenylphosphonate, sodium chloride, aluminum chloride, sodium sulfate, polyaluminum chloride, dicyclohexyl methylketone, phosphorous acid, methanol, hydrochloric acid, isobutyryl chloride, diisopropyl methyl ketone, the production, processing and sales of the above photoinitiator series products. (phosphorous acid, methanol, hydrochloric acid, isobutyryl chloride, diisopropyl methyl ketone,

The safety production license is valid until 2023-09-24) (projects subject to approval in accordance with the law, subject to relevant requirements

Business activities can only be carried out after approval by the department)

Relationship with listed companies: It is a wholly-owned subsidiary of a listed company

Shareholding structure: The company holds 100.00% equity

Whether there are material contingencies affecting the ability of the guarantor to repay debts: none

Whether it is a judgment defaulter: No

3. Showa Kurui

Date of Establishment: September 8, 2011

Legal representative: He Xilin

Registered capital: 5,000.000000 RMB

Address: No. 22, Shuangchen Middle Road, Beichen Economic and Technological Development Zone, Beichen District, Tianjin (2nd Floor, Office Building, Jiuri Chemical Co., Ltd.)

Business scope: chemical industry (except dangerous goods and precursor drugs), daily necessities, paper products, arts and crafts, hardware, jiaodian, electronic products, communication equipment, instrumentation, wires and cables, plastic products, metal products, cultural office supplies, cultural office machinery wholesale and retail; Import and export of goods and technology. (The above business scope involves the industry license, with the license, within the validity period of the operation, the state has special monopoly provisions in accordance with the regulations.) )

Relationship with listed companies: It is a wholly-owned subsidiary of a listed company

Shareholding structure: The company holds 100.00% equity

Whether there are material contingencies affecting the ability of the guarantor to repay debts: none

Whether it is a judgment defaulter: No

4. Jiuyuan technology

Date of Establishment: December 20, 2017

Legal representative: Zhang Qi

Registered capital: 5,000.000000 RMB

Address: 302, Block B, No. 12, East District, No. 1 Xuefu West Road, Xiqing Xuefu Industrial Zone, Tianjin

Business scope: new material technology development, technology transfer, technical consulting, technical services; new material information consultation; business information consulting; intellectual property agency services; import and export of goods or technology (except for the import and export of goods and technology prohibited by the state or involving administrative approval); Wholesale and retail trade. (For projects subject to approval in accordance with the law, business activities can only be carried out after approval by relevant departments)

Relationship with listed companies: It is a wholly-owned subsidiary of a listed company

Shareholding structure: The company holds 100.00% equity

Whether there are material contingencies affecting the ability of the guarantor to repay debts: none

Whether it is a judgment defaulter: No

5. Inner Mongolia Jiuri

Date of Establishment: July 12, 2019

Legal representative: Sun Jianzhong

Registered capital: 30,000.000000 RMB

Residence: Metallurgical and Chemical Industry Zone, Linxi County Industrial Park, Chifeng City, Inner Mongolia Autonomous Region

Business scope: chemical product manufacturing, processing, consulting, sales (except hazardous chemicals) (the above business scope involves the industry license with the license, within the validity period of the operation, the state has special franchise provisions in accordance with the regulations.)

Fixed)

Relationship with listed companies: It is a wholly-owned subsidiary of a listed company

Shareholding structure: The company holds 100.00% equity

Whether there are material contingencies affecting the ability of the guarantor to repay debts: none

Whether it is a judgment defaulter: No

6. Changzhou Jiusheng

Date of Establishment: November 18, 2024

Legal representative: Zhao Zhiyong

Registered capital: 2,000.000000 RMB

Address: No. 99, Dongkang Road, Economic Development Zone, Jintan District, Changzhou City, Jiangsu Province

Business scope: Licensed items: road cargo transportation (excluding dangerous goods); Special equipment installation, transformation and repair (projects subject to approval in accordance with the law, business activities can only be carried out after approval by relevant departments, and specific business projects are subject to the approval results) General projects: technical services, technology development, technical consultation, technical exchanges, technology transfer, technology promotion; sales of glass fiber reinforced plastic products; sales of fiberglass and products; manufacturing of high-performance fibers and composite materials; sales of high-performance fibers and composite materials; manufacturing of plastic products; sales of plastic products; manufacturing of non-metallic mineral products; sales of non-metallic minerals and products; sales of synthetic materials; fiberglass and products manufacturing; manufacturing of glass fiber reinforced plastic products; manufacturing of new building materials (excluding hazardous chemicals); new material technology promotion services; research and development of new material technology; sales of building materials; industrial robot sales; car sales; R&D of machinery and equipment; sales of machinery and equipment; machinery and equipment leasing; sales of special equipment; Leasing of special equipment (except for projects subject to approval in accordance with the law, independently carry out business activities with a business license in accordance with the law)

Relationship with listed companies: It is a wholly-owned subsidiary of a listed company

Shareholding structure: The company holds 100.00% equity

Whether there are material contingencies affecting the ability of the guarantor to repay debts: none

Whether it is a judgment defaulter: No

7. Huaihua Taitong

Date of Establishment: May 3, 2017

Legal representative: Hu Zufei

Registered capital: 588.000000 RMB

Residence: Next to No. 99, Industrial Park, Hongjiang District, Huaihua City, Hunan Province

Business scope: special chemical manufacturing, phenylphosphine dichloride, diphenylphosphine chloride, TPO, TPO-L,

Production and sales of diphenylethoxyphosphine and other fine chemical products, barrel making, printing and coating, and injection molding equipment production

Sales, chemical product research and development, chemical product technology transfer, waterproof material sales (projects subject to approval in accordance with the law,

Business activities can only be carried out after approval by relevant departments)

Relationship with listed companies: It is a wholly-owned grandson company of a listed company

Equity structure: Hunan Jiuri holds 100.00% equity

Whether there are material contingencies affecting the ability of the guarantor to repay debts: none

Whether it is a judgment defaulter: No

(2) The main financial indicators of the guarantor in the most recent year and period

Unit: Yuan

December 31, 2023 2023 year

Company name deducts non-recurring

Total Assets Total Liabilities Net Assets Operating Income Net Profit Net Profit After Profit or Loss

moistening

Shandong Jiuri 321,825,841.96 97,960,083.10 223,865,758.86 161,489,773.54 -5,452,374.05 -1,927,008.59

Hunan Jiuri 924,045,026.28 352,597,743.40 571,447,282.88 396,192,606.49 29,787,368.18 26,195,283.42

Jiu Ruixiang and 424,402,402.79 361,371,549.46 63,030,853.33 581,259,191.83 388,723.90 478,532.91

Jiuyuan Technology 256,513,255.66 195,074,649.41 61,438,606.25 372,548,008.29 1,108,575.01 425,604.60

Jiuri, Inner Mongolia 931,332,154.10 560,165,853.02 371,166,301.08 138,640,987.37 -24,800,376.10 -21,989,446.14

Changzhou Jiusheng - - - - - - -

Huaihua Taitong 104,673,040.96 56,550,757.08 48,122,283.88 81,301,529.77 -3,190,634.42 -2,211,466.08

Note: The above key financial data for 2023 have been audited by Dahua Certified Public Accountants (Special General Partnership). Changzhou

Jiusheng is a wholly-owned subsidiary of the Company newly established on November 18, 2024, and there is no relevant financial data mentioned above.

Unit: Yuan

September 30, 2024 January-September 2024

Company name deducts non-recurring

Total Assets Total Liabilities Net Assets Operating Income Net Profit Net Profit After Profit or Loss

moistening

Shandong Jiuri 288,294,412.25 60,960,541.03 227,333,871.22 119,803,936.88 2,292,853.62 1,520,278.37

Hunan Jiuri 956,649,039.85 328,640,747.29 628,008,292.56 397,974,535.86 57,235,013.24 58,773,265.03

Jiu Ruixiang and 559,541,949.28 493,925,070.25 65,616,879.03 542,558,613.96 2,586,025.70 2,586,660.51

Jiuyuan Technology 203,277,754.87 143,054,375.19 60,223,379.68 277,087,812.68 -1,215,226.57 -1,556,322.47

Inner Mongolia Jiuri 908,451,794.40 201,962,009.54 706,489,784.86 87,317,176.37 -20,118,952.27 -20,201,238.11

Changzhou Jiusheng - - - - - - -

Huaihua Taitong 122,262,122.89 69,497,488.39 52,764,634.50 79,259,360.39 4,198,774.82 6,010,874.69

Note: The above key financial data for January-September 2024 are unaudited. Changzhou Jiusheng is the company on November 18, 2024

The wholly-owned subsidiary established by Nissin does not have the above-mentioned relevant financial data.

3. The main contents of the application for comprehensive credit and guarantee agreement

At present, the company has not signed the relevant agreement, and the specific application for comprehensive credit within the above limit is the above

The board of directors of the company authorizes the chairman of the board of directors to represent the full representative of the chairman of the board of directors for the provision of guarantees

The company signs the above-mentioned application for a comprehensive credit line and the credit period for the above-mentioned wholly-owned subsidiaries and wholly-owned grandchildren

Legal documents related to security matters (including but not limited to credit, loans, financing, mortgages, pledges,

Guarantees, other relevant applications, contracts, agreements and other documents) do not need to hold a separate meeting and form a case-by-case basis

Relevant Resolutions.

4. The reason and necessity of the guarantee

The company has invested in the company's wholly-owned subsidiaries Shandong Jiuri, Hunan Jiuri, Jiurui Xianghe, Jiuyuan Technology and Inner Mongolia

Jiuri, Changzhou Jiusheng and Huaihua Taitong, a wholly-owned grandson company, are investing in Industrial and Commercial Bank of China according to their actual capital needs

Ltd., Agricultural Bank of China Co., Ltd., China Construction Bank Co., Ltd., Bank of China

Co., Ltd., Bank of Communications Co., Ltd., Shanghai Pudong Development Bank Co., Ltd., Industrial Bank

Bank Co., Ltd., China Minsheng Bank Co., Ltd., Bohai Bank Co., Ltd., CITIC Bank

Bank Co., Ltd., China Merchants Bank Co., Ltd., Huaxia Bank Co., Ltd., Bank of Beijing

Financial institutions such as companies limited by shares (including but not limited to listed financial institutions) apply for comprehensive credit

The guarantee is conducive to improving the overall financing efficiency of the company and meeting the daily operating capital needs of the company's various business segments.

The production and operation of the above-mentioned wholly-owned subsidiaries and wholly-owned grandchildren are stable, there are no overdue guarantees, and the guarantee risks are controllable.

There is no harm to the interests of the company and shareholders.

5. Opinions of the Board of Directors

On December 5, 2024, the company held the 17th meeting of the fifth board of directors, and the directors attending the meeting were unanimous

Regarding the application for a comprehensive credit line in 2025 and the provision of guarantees for wholly-owned subsidiaries and wholly-owned grandchildren

degree of motion.

The board of directors of the company believes that the company's application for a comprehensive credit line and the provision of guarantee lines for wholly-owned subsidiaries and wholly-owned grandchildren are conducive to improving the company's overall financing efficiency and the development of the company's daily business segments. The production and operation of each guarantee object is stable, there is no overdue guarantee matter, the risk is controllable, and there is no damage to the interests of the company and shareholders.

6. The cumulative amount of external guarantee and the amount of overdue guarantee

As of the disclosure date of this announcement, the company and the company within the scope of all consolidated statements of the company do not provide guarantees for third parties, and there are no overdue guarantees and guarantees involving litigation. The total amount of guarantees provided by the company in the last 12 months for the company within the scope of all consolidated statements is 408,000.00 yuan (including the new guarantee amount of 200,000.00 yuan), accounting for 155.66% and 102.36% of the company's latest audited net assets and total assets respectively.

7. Attachment to the online announcement

The most recent financial statements of the sponsor

The announcement is hereby made.

Board of Directors of Tianjin Jiuri New Materials Co., Ltd

December 6, 2024

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