Securities code: 688676 securities abbreviation: Hainan Jinpan Smart Technology Co.Ltd(688676) Announcement No.: 2022-002 Hainan Jinpan Smart Technology Co.Ltd(688676)
About Guilin juntaifu Electric Co., Ltd., a wholly-owned subsidiary
Announcement of providing guarantee
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 content note: the guarantor: Guilin juntaifu Electric Co., Ltd. (hereinafter referred to as “Guilin juntaifu”), a wholly-owned subsidiary of Hainan Jinpan Intelligent Technology Co., Ltd. (hereinafter referred to as “the company”). The amount of this guarantee and the guarantee balance actually provided for it: the company plans to provide Guilin juntaifu with joint and several liability guarantee of no more than RMB 100 million, 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 full guarantee for Guilin juntaifu digital transformation project, a wholly-owned subsidiary within the scope of the consolidated statements, to apply for a comprehensive credit line from financial institutions and bear joint and several liabilities until the loan of the project is paid off in full. The total guarantee amount does not exceed RMB 100 million. Guilin juntaifu applies for a loan in batches 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
From the date when Hainan Jinpan zhiguilin juntaifu does not exceed the total amount of the people’s first loan exposure of RMB 100 million yuan to RMB 100 million yuan, Hainan Jinpan Intelligent Technology Co., Ltd. will pay off the project loan in full until it is provided by Hainan Jinpan Intelligent Technology Co., Ltd
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 Guilin juntaifu and financial institutions. The specific financing amount will be reasonably determined according to the actual needs of Guilin juntaifu.
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 Guilin juntaifu, and all the legal and economic responsibilities arising therefrom shall be borne by Guilin juntaifu. (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 bank credit guarantee for the wholly-owned subsidiary Guilin juntaifu Electric 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: Guilin juntaifu Electric Co., Ltd
2. Date of establishment: September 2, 2010
3. Registered address: No. 4, lanhui Road, Tieshan Industrial Park, national high tech Zone, Guilin, Guangxi Legal representative: Di shuangkui 5 Registered capital: 50 million yuan Business scope: research, development, production, sales and installation of new energy-saving and environmental protection transmission and distribution equipment, power automation equipment, industrial automation equipment, power monitoring and protection equipment and related system software; Undertake to install (repair and test) power facilities (operate with valid license); Maintenance of industrial automation equipment; Design and implementation of industrial control system; Installation and maintenance of electrical equipment; “Four technologies” (technology development, technology transfer, technical consultation and technical service) services in the field of electrical equipment. Power generation business operation. (except for permitted and approved projects) (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments.) 7. Ownership structure and relationship with the company: Guilin juntaifu 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 77766.77 78532.85
Total liabilities 51794.24 48221.00
Net assets
Operating income 86419.56 84943.52
Net profit 4445.46 4339.32
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 Guilin juntaifu. The financial statements have been audited by the reporting accountant and issued the standard unqualified “Zhonghui kuaishan (2021) No. 2130” audit report. 3、 Main contents of the guarantee agreement: 1 Creditor: Bank Of Communications Co.Ltd(601328) 2 Guarantee method: joint and several liability guarantee 3 Guarantee period: from the date of withdrawal of the first loan to the full repayment of the project loan. 4 Guarantee limit: no more than RMB 100 million
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 digital transformation of the company’s wholly-owned subsidiary. Guilin juntaifu’s acquisition of bank credit is conducive to its technological transformation and upgrading. The company’s guarantee for Guilin juntaifu’s acquisition of bank credit is in line with the overall interests of the company. The company’s financial stability will not be affected by the guarantee right of Taijun and Guilin, which will not have a full control over the company’s financial stability. 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 bank credit guarantee for Guilin juntaifu Electric Co., Ltd., a wholly-owned subsidiary.
The guarantee provided by the company for Guilin juntaifu is to meet the digital transformation of Guilin juntaifu, meet the needs of its technical transformation and upgrading, and is conducive to the long-term development of the company. 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 provides the above guarantee for Guilin juntaifu. (II) opinions of independent directors
The independent directors believe that the company’s guarantee for the credit of Guilin juntaifu, a wholly-owned subsidiary, is to meet the capital needs of the operation and development of the subsidiary. Guilin juntaifu’s application for a comprehensive credit line from a financial institution is to meet its digital transformation and 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
