Securities code: 300165 securities abbreviation: Jiangsu Skyray Instrument Co.Ltd(300165) Announcement No.: 2022-003
Jiangsu Skyray Instrument Co.Ltd(300165)
Announcement on the proposed 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.
1、 Overview of guarantee
Shanghai Panhe Scientific Instrument Co., Ltd. (hereinafter referred to as “Panhe scientific instrument”), a holding subsidiary of Jiangsu Skyray Instrument Co.Ltd(300165) (hereinafter referred to as “the company”), plans to apply for a working capital loan of no more than 12 million yuan from Bank Of Jiangsu Co.Ltd(600919) Shanghai Minhang sub branch, with a loan term of no more than one year. In order to support the operation and development of the holding subsidiary, the company plans to provide Panhe Keyi with a guarantee limit of no more than 12 million yuan for the above loan and bear joint and several guarantee liabilities for it. The specific guarantee amount and guarantee period shall be subject to the agreement actually signed with the bank. The company authorizes the chairman to sign relevant contracts and documents within the approved guarantee limit on behalf of the company. No agreement or relevant documents have been signed for this guarantee.
The company held the fifth (Interim) meeting of the Fifth Board of directors on February 17, 2022, and deliberated and adopted the proposal on providing guarantee for holding subsidiaries with 9 affirmative votes, 0 negative votes and 0 abstention votes. In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and the company’s external guarantee management system, the above guarantee matters need to be submitted to the general meeting of shareholders of the company for deliberation and voting by special resolution.
2、 Basic information of the guaranteed
(1) Basic information
Company name: Shanghai Panhe Scientific Instrument Co., Ltd
Unified social credit Code: 91310000677809856l
Date of establishment: July 8, 2008
Address: room 318, hanghang District, Shanghai
Legal representative: Li Qiao
Registered capital: RMB 35382104
Business scope: general items: experimental instruments, experimental equipment, daily necessities, building decoration materials, chemical raw materials and products (except hazardous chemicals, MCCs, civil explosives, precursor chemicals, fireworks and firecrackers), hardware and electrical equipment, electronic components, instruments and meters, electromechanical products, environmental protection equipment, metal materials (except special control), mechanical accessories Sales of food additives, engaged in the import and export business of goods and technologies, technology development, technical consultation, technical services, technology transfer, quality inspection technical services, environmental protection monitoring, equipment leasing, business consulting (except brokerage), professional construction of environmental protection construction projects, self owned equipment leasing and automobile sales in the field of environmental protection technology and biotechnology. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Relationship with the company: Panhe Keyi is the holding subsidiary of the company.
(2) Ownership structure
The company holds 99.8615% equity of panhekeyi, and other shareholders hold 0.1385% equity of panhekeyi in total.
(3) The main financial data of the guaranteed Panhe Keyi in the latest year and the first period:
September 30, 2021 / January 9, 2021-december 31, 2020 / 2020 indicator name month (Unaudited) year
(unit: RMB) (unit: RMB)
Total assets 234478919.23 230465029.90
Total liabilities 106301462.79 90575538.13
Including: total bank loans 20131872.03 24885354.08
forehead
Total current liabilities 106301462.79 90575538.13
Net assets 128177456.44 139889491.77
Operating income 97223739.35 170868224.80
Total profit -11692035.33 -16670887.92
Net profit -11712035.33 -14061392.29
Note: the consolidated statements on September 30, 2021 are unaudited data.
(4) As of the disclosure date of this announcement, Panhe Keyi has not been listed as a dishonest person.
3、 Main contents of guarantee agreement
The way of this guarantee is joint and several liability guarantee, and the guarantee agreement has not been signed. The specific guarantee amount and guarantee period shall be subject to the agreement actually signed with the bank.
4、 Opinions of the board of directors
1. This guarantee is mainly to meet the needs of the company’s holding subsidiary’s own business development, is conducive to its business and is in line with the overall interests of the company.
2. Panhe Keyi is a holding subsidiary holding 99.8615% of the company’s shares. Its industry has broad prospects, normal operation and standardized financial management. On the basis of comprehensive assessment of the asset quality, operation status, industry prospect, solvency and credit status of the guaranteed Panhe Keyi, the board of directors provides guarantee for it, which is conducive to the development of its business and the improvement of its performance. Moreover, the loan is used in a short term and has strong repayment ability. The financial risk guaranteed by the company is within the company’s control.
3. Among the guarantees provided by the company to Panhe Keyi, other shareholders of the company did not provide the same guarantee or counter guarantee according to the proportion of capital contribution. The guarantee object is the holding subsidiary of the company. The company can effectively prevent and control the guarantee risk, and Panhe Keyi is in normal production and operation and has the ability to repay the debt.
The financial risk of the company’s guarantee is within the company’s control, so the above guarantee behavior will not damage the interests of the company and its shareholders, especially the minority shareholders.
4. This guarantee has no counter guarantee measures. Since Panhe Keyi is a holding subsidiary of the company, the company can substantially control the development of its business and the use of funds, so it will not harm the interests of the company. The board of directors of the company agrees to the above guarantee.
5、 Accumulated external guarantees and overdue guarantees
After the guarantee is provided this time, the total external guarantee of the company and its holding subsidiaries is 1256 million yuan, accounting for 74.22% of the company’s latest audited net assets; As of the disclosure date of this announcement, the total balance of external guarantees of the company and its holding subsidiaries was 550.1139 million yuan, accounting for 32.51% of the company’s latest audited net assets.
As of the disclosure date of this announcement, the company and its holding subsidiaries have not provided external guarantees to units outside the consolidated statements; There is no overdue external guarantee, no external guarantee involving litigation and no loss due to the judgment of losing the guarantee.
6、 Documents for future reference
1. Resolution of the fifth (Interim) meeting of the Jiangsu Skyray Instrument Co.Ltd(300165) Fifth Board of directors 2. Resolution of the fifth (Interim) meeting of the Jiangsu Skyray Instrument Co.Ltd(300165) Fifth Board of supervisors
3. Independent opinions of Jiangsu Skyray Instrument Co.Ltd(300165) independent directors on matters related to the fifth (Interim) meeting of the Fifth Board of directors
It is hereby announced.
Board of directors February 17, 2002
