Securities code: 300393 securities abbreviation: Jolywood (Suzhou) Sunwatt Co.Ltd(300393) Announcement No.: 2022-020 Jolywood (Suzhou) Sunwatt Co.Ltd(300393)
Progress announcement on providing guarantee for holding subsidiaries
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special risk warning: the total amount of guarantee provided by the company and its holding subsidiaries has exceeded 100% of the company's latest audited net assets, of which the amount of guarantee provided by the company for units with asset liability ratio of more than 70% has exceeded 50% of the company's latest audited net assets. The above guarantee is mainly the guarantee provided by the company to its holding subsidiaries, and the financial risk is within the company's control, Please pay full attention to the guarantee risk.
1、 Overview of guarantee
Jolywood (Suzhou) Sunwatt Co.Ltd(300393) (hereinafter referred to as "the company") held the 20th meeting of the 4th board of directors and the 18th meeting of the 4th board of supervisors on December 31, 2021, deliberated and adopted the proposal on the prediction of guarantee amount for subsidiaries in 2022, which is expected to be no more than RMB 4 billion, The amount of guarantee for subsidiaries with asset liability ratio greater than or equal to 70% shall not exceed RMB 2.5 billion, and the amount of guarantee for subsidiaries with asset liability ratio less than 70% shall not exceed RMB 1.5 billion. The term of the above guarantee limit is from the date when the proposal is considered and approved by the general meeting of shareholders to the date when the resolution of the general meeting of shareholders expected to consider the annual guarantee limit in the next year is adopted. The limit can be recycled within the authorization period. Within this limit, the company will no longer submit each guarantee to the board of directors and the general meeting of shareholders for deliberation. For details, please refer to the announcement on the forecast of guarantee amount for subsidiaries in 2022 (Announcement No.: 2022-006) disclosed by the company on cninfo.com on January 1, 2022.
The company disclosed the progress announcement on providing guarantee for holding subsidiaries (Announcement No.: 2022-013, 2022-018) on January 24, 2022 and January 27, 2022 respectively.
2、 Guarantee progress
In order to ensure that Taizhou Zhonglai Photoelectric Technology Co., Ltd. (hereinafter referred to as "Taizhou Zhonglai"), the holding subsidiary of the company, successfully applies to the bank for credit business, the company recently signed the maximum guarantee contract (Contract No.: bz141422000020) with Bank Of Jiangsu Co.Ltd(600919) Taizhou Jiangyan sub branch (hereinafter referred to as " Bank Of Jiangsu Co.Ltd(600919) Jiangyan sub branch"), Within the maximum amount of 100 million yuan, the company provides joint and several liability guarantee for all debts incurred by Taizhou Zhonglai in fulfilling its application for credit business to Bank Of Jiangsu Co.Ltd(600919) Jiangyan sub branch. The details are as follows:
Unit: RMB 10000
For the year 2022 before and after this guarantee, the guarantee amount of the guarantor and the guaranteed party to the guaranteed party is the estimated remaining guaranteed balance of the guaranteed party to the guaranteed party, and the guarantee balance is used as the guarantee limit
Taizhou Zhonglai 10000 68374.78 78374.78 127000
Note: guarantee balance refers to the guarantee balance provided and still within the guarantee period.
According to the provisions of relevant documents such as the Listing Rules of Shenzhen Stock Exchange on the gem and the self regulatory guidelines for listed companies No. 2 - standardized operation of companies listed on the gem, the guarantee amount of the above guarantee matters is within the expected guarantee amount of the company in 2022 and does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation. 3、 Basic information of the guaranteed
(I) basic information of Taizhou Zhonglai Photoelectric Technology Co., Ltd
1. Basic information of industry and Commerce
Company name: Taizhou Zhonglai Photoelectric Technology Co., Ltd
Unified social credit Code: 91321204ma1mfcd49l
Type of company: limited liability company
Address: Kaiyang Road, Jiangyan Economic Development Zone
Legal representative: Xie Jianjun
Registered capital: 2334545700 yuan
Date of establishment: February 19, 2016
Business term: February 19, 2016 to no fixed term
Business scope: Cecep Solar Energy Co.Ltd(000591) cell, Cecep Solar Energy Co.Ltd(000591) module, Cecep Solar Energy Co.Ltd(000591) cell and module manufacturing related equipment R & D, manufacturing, sales, installation and technical services, photovoltaic power station construction, Cecep Solar Energy Co.Ltd(000591) silicon wafer, Cecep Solar Energy Co.Ltd(000591) cell module, Cecep Solar Energy Co.Ltd(000591) material sales, and provide relevant technical consultation and technical services; Photovoltaic power generation and power sales; Manufacturing and sales of photovoltaic equipment and components; Self support and agency of import and export business of various commodities and technologies (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
2. Property right and control relationship
Taizhou Zhonglai Photoelectric Technology Co., Ltd. is a holding subsidiary of the company, and the equity structure is as follows:
No. name of shareholder subscribed capital contribution (10000 yuan) shareholding ratio (%)
1 Jolywood (Suzhou) Sunwatt Co.Ltd(300393) 177,818.19 76.17
2 Taizhou Jiangyan Longxiang Urban Construction Development Co., Ltd. 37090.92 15.89
3 Taizhou Jiangyan state owned Assets Investment Group Co., Ltd. 9272.73 3.97
4 Taizhou jindongcheng Construction Investment Group Co., Ltd. (note) 9272.73 3.97
Total 233454.57 100
Note: Taizhou jindongcheng Construction Investment Group Co., Ltd. was renamed from Taizhou Jiangyan Urban Construction Investment Group Co., Ltd.
3. Main financial data of the latest year and the first period
Unit: RMB
December 31, 2020 September 30, 2021
Total assets 4854677628.54 5393305827.69
Total liabilities 2274736387.81 2933708945.52
Net assets 2579941240.73 24596882.17
Asset liability ratio 46.86% 54.40%
Project year 2020 first three quarters of 2021
Operating income 3232283656.92 2279263668.33
Total profit 33365670.64 -152537701.46
Net profit 32654162.32 -122904340.64
Note: the data of 2020 has been audited by Zhonghui Certified Public Accountants (special general partnership), and the data of the first three quarters of 2021 has not been audited.
4. According to the query results of China executive information disclosure network, Taizhou Zhonglai Photoelectric Technology Co., Ltd. does not have the situation of being executed in bad faith, and is not a person executed in bad faith.
(II) the above guaranteed objects have normal business operations, sound financial management, good credit status and good solvency, and the guaranteed objects are the holding subsidiaries of the company. The company can control the operation and management of the guaranteed objects, and the company can effectively supervise and control the guarantee provided by the company. The guarantee risk is controllable and will not damage the interests of the listed company, Therefore, the minority shareholders of the above-mentioned holding subsidiaries that accepted the guarantee did not provide the same proportion of guarantee or counter guarantee.
4、 Main contents of maximum guarantee contract
1. Creditor: Bank Of Jiangsu Co.Ltd(600919) Taizhou Jiangyan sub branch
Guarantor: Jolywood (Suzhou) Sunwatt Co.Ltd(300393)
Debtor: Taizhou Zhonglai Photoelectric Technology Co., Ltd
2. Main contract: the main contract of this contract is the single credit business contract between the creditor and the debtor for handling loans, commercial bill bank acceptance, commercial acceptance bill discount, trade financing, bank guarantee and other credit business from January 28, 2022 to January 20, 2023, as well as its amendment or supplement.
3. Principal creditor's rights and determination period: the guarantor unconditionally and irrevocably guarantees to the creditor to provide joint and several liability guarantee for all creditor's rights arising from the debtor's credit business according to the principal contract within the period agreed in this contract.
4. Guaranteed maximum amount of creditor's rights: the sum of the maximum principal of creditor's rights of RMB 100 million and all creditor's rights such as interest and expenses corresponding to the above principal.
5. Scope of guarantee: the principal of creditor's rights under the main contract between the creditor and the debtor and all the interest calculated and charged according to the main contract (including penalty interest and compound interest), as well as the handling charges, liquidated damages, compensation, etc. payable by the debtor Taxes and expenses incurred by the creditor to realize the creditor's rights and security rights (including but not limited to litigation fees, arbitration fees, property preservation fees, execution fees, evaluation fees, auction fees, lawyer fees, travel expenses, notarization fees, announcement fees, service fees, appraisal fees, etc.).
6. Guarantee period: from the effective date of this contract to the date three years after the expiration of the debt performance period (including extension and extension) under the main contract.
7. Dispute resolution: in case of any dispute during the performance of this contract, both parties can negotiate or mediate; If the negotiation or mediation fails, a lawsuit may be brought to the people's court where the creditor is located.
8. Effectiveness of the contract: the contract shall come into force after the legal representatives / principals or authorized representatives of both parties sign (sign or seal) and affix official seals.
5、 Accumulated external guarantee quantity and overdue guarantee quantity
After the company guarantees Taizhou Zhonglai this time, the total guarantee amount of the company and its holding subsidiaries is 9978492500 yuan, and the total actual guarantee balance of the company and its holding subsidiaries is 4291178300 yuan, accounting for 117.17% of the audited net assets of the company in 2020. Among them, the total balance of actual guarantees provided by the company and its holding subsidiaries to units outside the consolidated statements was 14.8568 million yuan, accounting for 0.41% of the latest audited net assets of the listed company.
The company and its holding subsidiaries do not have overdue guarantees, guarantees involving litigation and losses due to the judgment of losing the guarantee.
6、 Documents for future reference
The maximum guarantee contract signed by the company and Bank Of Jiangsu Co.Ltd(600919) Jiangyan sub branch.
It is hereby announced.
Jolywood (Suzhou) Sunwatt Co.Ltd(300393) board of directors
February 7, 2022
