Securities code: 000670 securities abbreviation: * ST Yingfang Announcement No.: 2022-011
Yingfang Microelectronics Co., Ltd
Announcement on the expected guarantee amount for holding subsidiaries
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
Special risk tip: the estimated amount of guarantee to be provided by the company to huaxinke has not yet occurred, and the relevant estimated amount of guarantee needs to be reviewed and approved by the company’s 2021 annual general meeting of shareholders.
1、 Overview of guarantee
In order to meet the requirements of Infotmic Co.Ltd(000670) (hereinafter referred to as “the company”), the holding subsidiary of Shenzhen Huahua
Xinke Technology Co., Ltd. (hereinafter referred to as “huaxinke”) is convenient for its daily operation and business development
To raise funds and improve financing efficiency, the company plans to provide huaxinke with a guarantee limit with a total amount of no more than 150 million yuan, which can be used on a rolling basis, and the guarantee balance at any time shall not exceed the guarantee limit deliberated and approved by the general meeting of shareholders. The matter has been discussed at the second meeting of the 11th board of directors held on February 14, 2022
The 13th meeting was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this guarantee
The estimated amount needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval. After the deliberation and approval of the general meeting of shareholders,
The board of directors of the company authorizes the chairman to examine and approve specific matters related to the guarantee within the scope of the guarantee limit. This guarantee
The validity period of the quota is from the date of deliberation and approval of the company’s 2021 annual general meeting to the date of holding the 2022 annual general meeting.
2、 Estimated guarantee amount
Up to now, the guarantor holds the proportion of the new guarantee amount of the guaranteed party in the proportion of the shares of the guaranteed party of the guarantor in the recent period, and the asset guarantee balance of the guaranteed company in the recent period is increased to guarantee the proportion of the net assets of the company in the recent period
Huaxinke 51% 66.77% 4148500 yuan 150 million yuan 458.16% no
Note: the balance of this guarantee has included the impact of accounting period.
3、 Basic information of the guaranteed
Company name: Shenzhen huaxinke Technology Co., Ltd
Date of establishment: November 11, 2008
Registered address: 16c02, Shenye Tairan building, Tairan 8th Road, Tian’an community, Shatou street, Futian District, Shenzhen
Legal representative: Xu Fei
Registered capital: 100 million yuan
Main business: general business items: technical development and sales of electronic products and other Chinese trade (excluding franchised, specially controlled and franchised commodities); Information consultation (excluding talent intermediary services, securities and other restricted items).
Equity structure: the company holds 51% equity of huaxinke through its wholly-owned subsidiary Shanghai Yingfang Microelectronics Co., Ltd. (hereinafter referred to as “Shanghai Yingfang micro”). The equity structure relationship between huaxinke and the company is as follows:
100%
Shanghai Yingfang Microelectronics Co., Ltd
51%
Shenzhen huaxinke Technology Co., Ltd
Main financial indicators:
Unit: Yuan
Project Name: December 31, 2021 (audited) June 30, 2021 (audited)
Total assets 524118853.54 395093113.75
Total liabilities 349972744.39 225098138.19
Including: total bank loans —
Total current liabilities 346125052.02 218065519.11
Net assets 174146109.15 169994975.56
Total amount involved in contingencies —
Project Name: January to December 2021 (audited) January to June 2021 (audited)
Operating income 1350938132.36 764874363.95
Total profit 39027200.51 32918715.43
Net profit 26776976.28 22832551.02
Huaxinke is not a dishonest person.
4、 Guarantee content
1. Guarantee mode: guarantee (general guarantee, joint and several liability guarantee), asset mortgage and pledge, etc. shall be determined by the company and its holding subsidiaries through consultation with relevant institutions.
2. Guarantee period: from the approval of this guarantee by the general meeting of shareholders to the date of the annual general meeting of shareholders in 2022, and according to the actual date of each guarantee, it shall be determined in accordance with relevant laws and regulations and the agreement of both parties.
3. Relevant authorization: the board of directors of the company authorizes the chairman of the company to approve the specific matters of relevant guarantee within the above limit on the premise that the general meeting of shareholders deliberates and approves the above guarantee matters.
5、 Opinions of the board of directors
The guarantee that the company intends to provide for huaxinke this time is mainly to meet the needs of its daily operation and business development, facilitate its fund-raising and improve financing efficiency. At present, huaxinke is in good operating condition and its overall financial situation is stable. Huaxinke is a holding subsidiary of the company. During the guarantee period, the company can fully understand its operation and do a good job in relevant risk control. The risk of relevant guarantee is within the company’s control and there is no damage to the interests of the company.
The company currently holds 51% equity of huaxinke. In order to effectively control the guarantee risk, other shareholders of huaxinke shall provide the same proportion of guarantee or counter guarantee in principle when the actual guarantee occurs or the guarantee agreement is signed. 6、 Opinions of independent directors
The guarantee provided by the company for the holding subsidiary huaxinke is to meet the needs of its daily operation and business development, facilitate its fund-raising and improve the financing efficiency. At present, huaxinke is in good operating condition and its overall financial situation is stable. When the actual guarantee occurs or the guarantee agreement is signed, other shareholders of huaxinke shall, in principle, provide the same proportion of guarantee or counter guarantee, and the risk of relevant guarantee is controllable. The relevant decision-making procedures for the prediction of the guarantee amount comply with the provisions of various laws, regulations and relevant systems of the company, and there is no behavior damaging the interests of shareholders of the company. Therefore, we agree to provide the estimated amount of guarantee for the holding subsidiary and agree to submit the matter to the general meeting of shareholders for deliberation.
7、 Accumulated external guarantees and overdue guarantees
The company plans to provide huaxinke with a total guarantee amount of no more than 150 million yuan. After the guarantee amount is approved by the general meeting of shareholders, the total guarantee amount of the company and its holding subsidiaries is 200 million yuan. As of the disclosure date of this announcement, the total guarantee balance of the company and its holding subsidiaries was 4.1485 million yuan, accounting for 12.67% of the company’s latest audited net assets. The company and its holding subsidiaries do not have any guarantee provided for units outside the consolidated statements, and there is no overdue guarantee.
8、 Documents for future reference
1. Resolutions of the 23rd Meeting of the 11th board of directors;
2. Resolutions of the 21st Meeting of the 11th board of supervisors;
3. Independent opinions of independent directors on matters related to the 23rd Meeting of the 11th board of directors. It is hereby announced.
Infotmic Co.Ltd(000670) board of directors
February 15, 2022
