Zhong Guo Zheng Quan Bao - Zhong Zheng Wang·2025-12-01 23:27Core Viewpoint - The company has provided a guarantee of up to 600 million RMB for CMS International Gemstone Limited, a special purpose vehicle (SPV), to support its issuance of notes, with a focus on business development and liquidity enhancement [1][3]. Summary by Sections Guarantee Overview - The guarantee amount is capped at 600 million RMB, with an existing guarantee balance of 1 billion RMB provided by China Merchants Securities International Limited for CMS International Gemstone Limited [1]. - The guarantee does not have a counter-guarantee and there are no overdue guarantees [1]. Internal Decision-Making Process - The guarantee was approved by the company's board on April 18, 2025, and subsequently ratified at the annual shareholders' meeting on June 26, 2025 [2]. Basic Information of the Guaranteed Party - CMS International Gemstone Limited was established on August 18, 2021, with a registered capital of 1 USD and is located in the British Virgin Islands [2]. - The company primarily serves as an offshore bond issuer and has not engaged in other business activities [2]. Main Content of the Guarantee Agreement - The guarantee covers all payments due under the issued notes and any losses resulting from non-payment [3]. Necessity and Reasonableness of the Guarantee - The issuance of the notes aims to support business development and enhance liquidity, with the SPV being a wholly-owned subsidiary of the company [3]. - The SPV has a debt-to-asset ratio exceeding 70%, but the company maintains 100% control, allowing for manageable risk [3]. Board of Directors' Opinion - The board supports the guarantee as it falls within the approved limits and is expected to facilitate the company's overseas business development without harming shareholder interests [3]. Cumulative External Guarantee and Overdue Guarantees - As of November 27, 2025, the company has no overdue guarantees or guarantees involved in litigation [4]. - The total guarantee amount for the company's subsidiaries is within the limits set by recent audited net assets [3][4].