Announcement on the Guarantee for Shanghai Wai Gao Qiao Free Trade Zone Development Co., Ltd. by Shanghai Worldbest Co., Ltd.
Stock Code: 600094 900940 Stock Abbreviation: Worldbest A Share Worldbest B Share No: Lin2004-003
Announcement on the Guarantee for Shanghai Wai Gao Qiao Free Trade Zone Development Co., Ltd. by Shanghai Worldbest Co., Ltd.
The Company and all the members of the Board of Directors guarantee the authenticity, accuracy and integrity of the announcement and will be jointly liable for the false record, misleading statement or serious omission of the announcement.
Summary of the Important Content:
The name of the guaranteed company: Shanghai Wai Gao Qiao Free Trade Zone Development Co., Ltd.
The amount of this guarantee and the accumulated amount of the guarantee for the company:
The amount of this guarantee is RMB 300 million, and the accumulated amount of guarantee for the company is RMB 300 million.
Until Dec 31,2003, the accumulated amount of the guarantee for the subsidiaries and for the external companies by the Company was RMB 1.86306 billion, of which RMB1.32545 billion was for the f subsidiaries, RMB537.61 million for the external companies.
1. The general introduction of the guarantee:
The 5th session of the 3rd Board of Directors Meeting of the Company was held on April 15,2004, the Meeting reviewed and approved the proposal of the mutual guarantee by the Company and Shanghai Wai Gao Qiao Free Trade Zone Development Co., Ltd. (hereinafter briefed as “ Wai Gao Qiao”). The Company and “Wai Gao Qiao “ provided mutual credit guarantee for each other for the bank loan of working capital; the limit of the guarantee was RMB 300 million. 14 of the 15 Directors (proxy included) attended the Meeting and the Board of Directors attending the Meeting approved the proposal unanimously.
2.The brief introduction of the guaranteed company
Shanghai Wai Gao Qiao Free Trade Zone Development Co., Ltd., whose registration place is No.889, Yang Gao Road (N), Pudong, Shanghai, is a company listed at Shanghai Stock Exchange by A share (600648) and B Share (900912). The legal representative is Liu Xinmin. The Business Scope: The operation and management of real estate, contact for engineering, business, hotel, restaurant, cultural entertainment in the assigned land area; The entrepot trade, storage, international freight transportation agency, consultation and agency for the foreign invested project, international economic and trade consultation, the international agency for import and export commodities by sea transportation, including: canvass business orders, cabin reservation, storage enterpot,, container assembling and disassembling, settle account for freight , customs declaration, quarantine declaration ,insurance and relative short distance transportation service and consultation business. Until Dec 31, 2003, the total assets of “Wai Gao Qiao” was RMB 3.23059 billion, the total liability was RMB 1.88524 billion, the net assets was RMB 1.28764 billion, and the net profit was RMB 25.0128 million.
3. The major content of the guarantee agreement
The form of the guarantee: Credit Guarantee
The term of the guarantee: From the effective date of the agreement to Dec.31st, 2007.
The total amount of the guarantee: RMB 300,000,000
4. Opinions of Board of Directors:
The guarantee agreement needs to be reviewed and approved by the Shareholders’ meeting.
The Board of Directors believes that "Wai Gao Qiao." is a listed company, whose operation in the recent years has been relatively stable. It needs to apply the bank loan for the production, operation and development which require the Company to provide mutual guarantee. Concerning the profitability, bank credit and actual repayment ability of the company and the needs of both companies’ operation activity, the Board of Directors of the Company agreed to provide the equal amount mutual credit guarantee.
5. The accumulated amount of the guarantee and the amount of the exceed guarantee
Until Dec 31,2003, the actual external guarantee by the Company was RMB 537.61 million (guarantee for subsidiaries were not included), accounting for 34.33% of the total net assets of the Company by end of 2003 .This guarantee agreement will not increase the amount of total external guarantee by the Company. The Company has no exceed guarantee.
6. Documents for reference
1. Guarantee agreement (draft)
2. Resolutions of the Board of Directors Meeting
3.The photocopy of the business license of the guaranteed company and the latest financial statement.
Hereby Announced
Board of Directors of
Shanghai Worldbest Co., Ltd.
April 15,2004
04/02/2005
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