Securities code: 688010 securities abbreviation: Fujian Forecam Optics Co.Ltd(688010) Announcement No.: 2022-013 Fujian Forecam Optics Co.Ltd(688010)
Announcement on the financing limit and guarantee of the company and its wholly-owned subsidiaries in 2022
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 tips:
In 2022, the company and its wholly-owned subsidiaries intend to obtain a financing limit of no more than 1 billion yuan from banks and other financial institutions (subject to the actually signed contract), and provide a guarantee limit of no more than 500 million yuan for the financing of wholly-owned subsidiaries within the financing limit.
Guaranteed: Fujian Fuguang Tiantong optics Co., Ltd. (hereinafter referred to as “Fuguang Tiantong”), a wholly-owned subsidiary of the company, and Fujian Fuguang Photoelectric Technology Co., Ltd. (hereinafter referred to as “Fuguang photoelectric”)
As of the disclosure date of this announcement, the actual guarantee balance of the company to the wholly-owned subsidiary was 51.6 million yuan.
The guaranteed party fails to provide counter guarantee, and the company has no overdue external guarantee.
This matter needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
1、 Overview of obtaining financing limit and providing guarantee in 2022
(I) overview
In order to meet the needs of operation and development, the company and its wholly-owned subsidiaries intend to obtain a financing line of no more than RMB 1 billion from banks and other financial institutions in 2022 (subject to the actually signed contract), which is mainly used for loans, acceptance bills, opening letters of credit, issuing letters of guarantee, Fujian technological transformation fund non-standard creditor’s rights financing, entrusted loans, financial leasing and other financing businesses, The specific amount and term of financing shall be subject to the final approval of each financial institution, and the above-mentioned amount of financing shall be effective within one year from the date when the matter is deliberated and approved by the general meeting of shareholders. The above financing amount is not equal to the actual financing amount of the company. The actual financing amount is within the total financing amount, which shall be subject to the actual financing amount of the company, its wholly-owned subsidiaries and financial institutions.
In order to meet the needs of operation and development and improve the decision-making efficiency of the company, the company plans to provide a guarantee amount of no more than 400 million yuan and no more than 100 million yuan respectively for the financing within the above financing amount for the wholly-owned subsidiaries Fuguang Tiantong and Fuguang optoelectronics, with a total guarantee amount of no more than 500 million yuan. The guarantee methods include guarantee, mortgage, pledge, etc, The specific guarantee period shall be subject to the guarantee contract signed at that time, and the above guarantee amount shall be effective within one year from the date when the proposal is considered and approved by the general meeting of shareholders. The guarantee amount can be adjusted internally within the scope of the company’s wholly-owned subsidiaries.
The board of directors shall be fully authorized to obtain the financing amount and relevant business scope of the company according to the specific business scope of the company.
(II) approval procedure
At the fourth meeting of the third board of directors held on February 15, 2022, the company deliberated and adopted the proposal on the financing limit and guarantee of the company and its wholly-owned subsidiaries in 2022 with 9 votes in favor, 0 abstentions and 0 votes against.
This matter does not constitute a related party transaction. According to the relevant provisions of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the articles of association and other relevant provisions, this proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. 2、 Basic information of the guaranteed
(I) basic information of Fuguang Tiantong
Name: Fujian Fuguang Tiantong optics Co., Ltd
Enterprise type: other limited liability companies
Address: Photoelectric Technology Park, Rongqiao economic and Technological Development Zone, Fuqing City
Legal representative: Ni Zhengxiong
Registered capital: 350 million yuan
Date of establishment: October 22, 2007
Business scope: development, production and sales of optical lenses, optical components, optoelectronic devices, optoelectronic instruments and optical electronic products; Self operated and acting as an agent for the import and export of various commodities, except for the commodities restricted or prohibited by the state. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Relationship with the company: Fuguang Tiantong is a wholly-owned subsidiary of the company, and the company holds 100% of its equity.
Main financial data:
Unit: RMB 10000
December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 56245.64 106351.87
Total liabilities 17203.79 65911.75
Net assets 39041.85 40440.12
2020 January September 2021
(audited) (Unaudited)
Operating income 11303.00 33111.27
Net profit 467.22 1398.27
Net profit after deducting non recurring profit and loss 208.57 1382.33
profit
(II) basic information of Fuguang Optoelectronics
Name: Fujian Fuguang Photoelectric Technology Co., Ltd
Enterprise type: limited liability company
Address: Photoelectric Technology Park, Rongqiao economic and Technological Development Zone, Fuqing City
Legal representative: he Wenqiu
Registered capital: 100 million yuan
Date of establishment: January 27, 2007
Business scope: development, production and sales of optical lenses, optical components, optoelectronic devices, optoelectronic instruments and optical electronic products.
Self operated and acting as an agent for the import and export of various commodities, except for the commodities restricted or prohibited by the state. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Relationship with the company: Fuguang optoelectronics is a wholly-owned subsidiary of the company, and the company holds 100% of its equity.
Main financial data:
Unit: RMB 10000
December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 37427.63 19359.22
Total liabilities 22441.73 4578.98
Net assets 14985.90 14780.25
2020 January September 2021
(audited) (Unaudited)
Operating income: 21408.08 1477.64
Net profit 1070.03 -205.65
Net profit after deducting non recurring profit and loss: 905.04 -235.97
profit
The financial data of Fuguang Tiantong and Fuguang Optoelectronics in 2020 have been audited by Huaxing Certified Public Accountants (special general partnership) qualified to perform securities and futures related businesses. Fuguang Tiantong and Fuguang optoelectronics have no major matters affecting their solvency, nor are they dishonest Executees.
3、 Main contents of the guarantee agreement
At present, the company has not signed the relevant financing and guarantee agreement. The total amount of the above planned financing and guarantee is only the financing amount to be applied for and the guarantee amount to be provided by the company. The specific financing and guarantee amount needs to be reviewed and approved by the bank or relevant financial institutions, and the actually signed contract shall prevail.
4、 Reasons and necessity of guarantee
The company provides guarantee for the wholly-owned subsidiary to obtain the financing amount in order to meet its financing needs. Fuguang Tiantong and Fuguang optoelectronics are in good operation and the guarantee risk is controllable. Providing guarantee for them is in line with the overall interests of the company.
5、 Opinions of the board of directors
After review, the board of directors of the company believes that the company and its wholly-owned subsidiaries obtained the financing amount and provided guarantee in a comprehensive consideration of the business development needs of the company and its subsidiaries, which is in line with the actual business situation and overall development strategy of the company. The guaranteed is a wholly-owned subsidiary of the company, with good asset credit status and controllable guarantee risk. The guarantee matters are in line with the interests of the company and all shareholders.
The independent directors believe that the company and its wholly-owned subsidiaries obtained the financing amount and provided guarantees to meet the capital needs of operation and development and in line with the actual operation situation and overall development strategy of the company. The guaranteed is a wholly-owned subsidiary of the company, and the guarantee risk is controllable. The decision-making and approval procedures comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we agree that the company and its wholly-owned subsidiaries obtain the financing limit and provide guarantee, and submit the proposal to the general meeting of shareholders for deliberation.
6、 Accumulated external guarantee amount and overdue guarantee amount
As of the disclosure date of this announcement, the total external guarantee of the company and its subsidiaries is 200 million yuan (the total guarantee refers to the sum of the unused amount within the approved guarantee limit and the actual balance of the guarantee), which are the guarantee of the company to wholly-owned subsidiaries, accounting for 8.56% and 11.10% of the total assets and net assets of the company in the latest audit, respectively. There is no overdue guarantee.
7、 Online announcement attachment
1. Independent opinions of independent directors on matters related to the fourth meeting of the third board of directors of the company.
2. Basic information of the guaranteed and the latest financial statements.
It is hereby announced.
Fujian Forecam Optics Co.Ltd(688010) board of directors
February 16, 2022
