beta
/Binhai Energy: Announcement on Accepting Guarantees (Counter Guarantees) from Related Parties
NEWS

Binhai Energy: Announcement on Accepting Guarantees (Counter Guarantees) from Related Parties

Shenzhen Stock Exchange
2026/09/24

Securities code: 000695 Securities abbreviation: Binhai Energy Announcement number: 2026-074

Tianjin Binhai Energy Development Co., Ltd.

Announcement on Accepting Guarantees (Counter Guarantees) from Related Parties

The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete and contains no false records, misleading statements or major omissions.

1. Transaction Overview

  1. The first meeting of the 12th board of directors of Tianjin Binhai Energy Development Co., Ltd. (hereinafter referred to as the "Company") held on August 25, 2026, reviewed and approved the "Proposal on Adjusting the Financing Quota and Guarantee Quota for Subsidiaries in 2026" and the "Proposal on Adjusting the Guarantee Quota Accepted from Shareholders and Related Transactions in 2026", and agreed to the company's new financing quota in 2026 of 45 billion, the financing and performance guarantee limit provided to subsidiaries is 4.6 billion yuan, and the financing and performance guarantee limit provided by the company's controlling shareholders and its related parties to the company and subsidiaries is 4.6 billion yuan.

Because the direct/indirect shareholders of the three non-wholly owned subsidiaries Inner Mongolia Xiangfu New Energy Co., Ltd., Xingtai Xuyang New Energy Technology Co., Ltd., and Baotou Xuyang Silicon Carbon Technology Co., Ltd. are Xuyang Holdings Co., Ltd. (hereinafter referred to as "Rising Holdings"), the company is now reducing the company's share capital. Corporate guarantee risks. Within the scope of the newly added quota in the aforementioned year, if the company provides a full guarantee for the above-mentioned subsidiaries, Risun Holdings will provide a joint liability guarantee (counter-guarantee) to the company based on its direct/indirect shareholding ratio in each subsidiary. The above guarantee is a free guarantee. The company signed an overall framework agreement with relevant parties regarding the aforementioned matters, and submitted it to the competent authorities of each subject for approval procedures (if involved). The specific guarantee amount and period shall be subject to the guarantee contract signed when the actual guarantee business occurred.

This resolution on guarantee matters is valid until the date when the company's expected shareholder guarantee limit in the next year is reviewed by the shareholders' meeting. Guarantee contracts (counter-guarantees) signed during the period are applicable to this limit and the limit can be recycled. The balance of newly accepted guarantees at any point in time shall not exceed the limit approved by the shareholders' meeting.

  1. According to the "Shenzhen Stock Exchange Stock Listing Rules", the counterparty to this transaction is a person acting in concert with the controlling shareholder, constituting a related transaction. This transaction does not constitute a major asset reorganization or reorganization listing as stipulated in the "Administrative Measures for Major Asset Reorganization of Listed Companies".

  2. The company held the second meeting of the 12th Board of Directors on September 23, 2026. The meeting reviewed and approved the "Proposal on Accepting Guarantees (Counter Guarantees) from Related Parties" with 6 votes in favor, 0 votes against, and 0 abstentions. The related directors involved in this transaction, Mr. Yang Lu, Mr. Zhang Yingwei, and Mr. Han Qinliang have abstained from voting. The proposal was reviewed and approved at the second special meeting of independent directors of the company's 12th board of directors in 2026, with a vote of 3 in favor, 0 against, and 0 abstentions. It still needs to be approved by the shareholders' meeting, and related parties who are interested in the related transaction will avoid voting.

2. Basic information about related parties

  1. Name of related party: Xuyang Holdings Co., Ltd.

  2. Residence: 101 on the 1st to 10th floors of Building 2, No. 6 Sihezhuang Road, Fengtai District, Beijing, 201 on the inner floor

  3. Nature of enterprise: limited liability company (natural person investment or holding)

  4. Registered capital: 4.20 million yuan

  5. Legal representative and actual controller: Yang Xuegang

  6. Business scope: project investment; investment management; information consulting; technology development; sales of coke and by-products, anthracene oil, carbon black, asphalt, Wujinjiaodian, mechanical and electrical equipment, computer software and hardware and external equipment, building materials, metal materials; import and export of goods; import and export agency (enterprises independently select business projects and carry out business activities in accordance with the law; projects that are subject to approval according to law, carry out business activities in accordance with the approved content after approval by relevant departments; are not allowed to engage in business activities of projects prohibited and restricted by the city's industrial policies);

  7. Financial data: As of December 31, 2025, total assets were 8.722 billion yuan, net assets were 2.433 billion yuan, revenue was 14,000 yuan, and net profit was -52.4798 million yuan;

  8. According to the relevant provisions of the "Shenzhen Stock Exchange Stock Listing Rules", the counterparty to the transaction is a concerted action party of the controlling shareholder and a related legal person of the company;

  9. The financial status and operating conditions of the counterparty are in good condition and can fulfill responsibilities and obligations as stipulated in the contract. After checking the China Enforcement Information Disclosure Network (http://zxgk.court.gov.cn), it was found that he was not a person subject to execution for dishonesty.

3. Impact of transaction on the company

Accepting the counter-guarantee this time will help promote the subsidiary's financing matters and reduce the company's guarantee risks for non-wholly-owned subsidiaries. It is in the interests of the company and small and medium-sized shareholders and will not have an adverse impact on the company's production and operations.

4. Accumulated various related transactions that have occurred with the related party

From the beginning of this year to the disclosure date of this announcement, the total amount of various related transactions that have occurred between the company and its controlling shareholder Xuyang Group Co., Ltd. and its concerted parties Xuyang Holdings is RMB 546.58 million, including a total of RMB 168.82 million in principal and interest borrowed by the company and its subsidiaries from shareholders.

5. Documents for reference

  1. Resolution of the second meeting of the 12th Board of Directors.

Announcement is hereby made.

Board of Directors of Tianjin Binhai Energy Development Co., Ltd.

September 24, 2026