Securities code: 688676 securities abbreviation: Hainan Jinpan Smart Technology Co.Ltd(688676) Announcement No.: 2022-003 Hainan Jinpan Smart Technology Co.Ltd(688676)
Announcement on providing guarantee for the wholly-owned subsidiary Jinpan Electric Group (Shanghai) Co., Ltd
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law. Important note: the guarantor: Jinpan Electric Group (Shanghai) Co., Ltd. (hereinafter referred to as "Shanghai Jinpan"), a wholly-owned subsidiary of Hainan Jinpan Smart Technology Co.Ltd(688676) (hereinafter referred to as "the company"). The amount of this guarantee and the guarantee balance actually provided for it: the company plans to provide joint and several liability guarantee of no more than RMB 50 million for Shanghai Jinpan, and the guarantee balance actually provided for it is RMB 0. There is no counter guarantee in this guarantee. The cumulative amount of overdue external guarantee is 0 yuan. This guarantee does not need to be considered by the general meeting of shareholders. 1、 Overview of guarantee: (I) basic information of guarantee
According to the actual business development needs, the company plans to provide joint and several liability guarantee for Shanghai Jinpan, a wholly-owned subsidiary within the scope of the consolidated statements, to apply for a comprehensive credit line from financial institutions. The total guarantee line this time does not exceed 50 million yuan. The guarantee period is until December 31, 2023. Shanghai Jinpan applies for credit separately according to the actual financing needs. The details are as follows:
Remarks on the guarantee amount and guarantee period of the guarantor and the guaranteed party
Hainan Jinpan zhijinpan Electric Group Co., Ltd. shall not exceed the total amount of exposure under the people's credit contract. From the date of signing the contract to 50 million yuan, it shall be provided by Hainan Jinpan Intelligent Technology Co., Ltd. on December 31, 2023
Joint and several liability guarantee
The above guarantee line is not equal to the actual guarantee amount of the company. The final credit line, guarantee line and term shall be subject to the agreement signed between Shanghai Jinpan and financial institutions. The specific financing amount will be reasonably determined according to the actual needs of Shanghai Jinpan.
The board of directors of the company authorizes the general manager of the company and its authorized persons to handle specific matters within the guarantee limit according to the actual business needs of Shanghai Jinpan, and all the legal and economic responsibilities arising therefrom shall be borne by Shanghai Jinpan. (II) internal decision-making procedure
On February 9, 2022, the company held the 19th meeting of the second board of directors, deliberated and adopted the proposal on providing guarantee for the wholly-owned subsidiary Jinpan Electric Group (Shanghai) Co., Ltd., and the independent directors of the company expressed their independent opinions on this matter. According to the relevant provisions of the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and the articles of association, this guarantee is within the decision-making scope of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. This guarantee will come into force after being deliberated and approved by the board of directors of the company. 2、 Basic information of the guaranteed: 1 Name of the guaranteed: Jinpan Electric Group (Shanghai) Co., Ltd
2. Date of establishment: April 17, 2006
3. Registered address: No. 999, Huijin Road, Qingpu District, Shanghai Legal representative: Fu Guohong 5 Registered capital: 150 million yuan Business scope: general items: import and export of goods or technologies (except those prohibited by the state or involving administrative approval), production and processing of transformers, power transmission and transformation equipment, complete sets of power transmission and distribution equipment, fire control equipment, industrial automation control equipment, power equipment accessories and their installation and maintenance, Sell the company's self-produced products and related technical services (except for the projects that must be approved according to law, carry out business activities independently according to law with the business license). 7. Ownership structure and relationship with the company: Shanghai Jinpan is a wholly-owned subsidiary of the company, and the company holds 100% of its equity. 8. Main financial data of the guaranteed party:
Unit: 10000 yuan
Main financial data December 31, 2020 September 30, 2021 (Unaudited)
Total assets 55243.39 56307.13
Total liabilities 14905.93 12781.30
Net assets 40337.46 43525.83
Operating income 42386.26 34677.67
Net profit 4675.72 3188.37
The above financial data for 2020 have been prepared in accordance with the accounting standards for business enterprises and the company's accounting policies and included in the financial statements of Shanghai Jinpan. The financial statements have been audited by the reporting accountant and issued the standard unqualified "Zhonghui kuaishan [2021] No. 1111" audit report. 3、 Main contents of the guarantee agreement: 1 Creditor: Bank Of China Limited(601988) Shanghai Qingpu sub branch 2 Guarantee method: joint and several liability guarantee 3 Guarantee period: from the date of signing the credit contract to December 31, 2023. 4. Guarantee amount: no more than 50 million yuan.
At present, no relevant guarantee agreement has been signed for this guarantee, which needs the review and consent of relevant financial institutions. The specific contents shall be subject to the actually signed agreement. 4、 Reasons and necessity of guarantee:
This guarantee is to meet the daily operation needs of the company's wholly-owned subsidiary and is used for issuing acceptance bills, bank guarantees, current loans, letters of credit, credit certificates and other businesses. Shanghai Jinpan's acquisition of bank credit is conducive to its expansion of business scale. The company's guarantee for Shanghai Jinpan's acquisition of bank credit is in line with the overall interests of the company. The company has full control over Shanghai gold sector, and the operation and financial status of Shanghai gold sector are stable. The guarantee risk is controllable and will not have an adverse impact on the interests of the company and all shareholders. 5、 Opinions of the board of directors (I) deliberations of the board of directors
On February 9, 2022, the company held the 19th meeting of the second board of directors, deliberated and adopted the proposal on providing guarantee for the wholly-owned subsidiary Jinpan Electric Group (Shanghai) Co., Ltd.
The guarantee provided by the company for Shanghai Jinpan is to meet the needs of the operation and development of Shanghai Jinpan and is conducive to the development of the company's business. The guaranteed party is a wholly-owned subsidiary of the company. The company can effectively control the risks and decisions of its daily business activities and timely control its credit status. The board of directors agrees that the company shall provide the above guarantee for Shanghai Jinpan. (II) opinions of independent directors
Independent directors believe that Shanghai Jinpan's application for comprehensive credit line from financial institutions is to meet the capital needs of its daily operation and business development and ensure the smooth development of business, which belongs to normal business behavior. The guarantee object provided by the company is the wholly-owned subsidiary within the scope of the company's consolidated statements. The asset credit status is good. The company has control over the guaranteed company and the guarantee risk is controllable. The decision-making procedure of this external guarantee is legal and compliant, complies with the provisions of relevant laws, regulations, rules and other normative documents and the articles of association, and will not have an adverse impact on the company's financial situation, nor will it damage the interests of the company and shareholders, especially the interests of minority shareholders. In conclusion, we agree that the company will provide guarantee for the wholly-owned subsidiary to apply for credit line from the bank. 6、 Accumulated amount of external guarantee and overdue guarantee
As of the disclosure date of this announcement, except that the company provided guarantees for the wholly-owned subsidiary to apply for the credit line from the bank, the total amount of external guarantees of the company and its holding subsidiaries was 0 yuan, accounting for 0% and 0% of the company's latest audited net assets and total assets respectively. The total amount of guarantee provided by the company to its holding subsidiaries is 150 million yuan (including this guarantee), all of which are the total amount of guarantee provided by the company to its wholly-owned subsidiaries, accounting for 7.64% and 3.73% of the company's latest audited net assets and total assets respectively. The company and its holding subsidiaries do not have overdue guarantees or litigation guarantees.
It is hereby announced.
Hainan Jinpan Smart Technology Co.Ltd(688676) board of directors February 10, 2022
