Securities code: 300128 securities abbreviation: Suzhou Jinfu Technology Co.Ltd(300128) Announcement No.: 2022-011 Suzhou Jinfu Technology Co.Ltd(300128)
External guarantee announcement
The board of directors and all members of the board of directors of the company guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
On February 19, 2022, the 19th (Interim) meeting of the Fifth Board of directors of Suzhou Jinfu Technology Co.Ltd(300128) (hereinafter referred to as “the company”) deliberated and adopted the proposal on the company’s wholly-owned subsidiary Aoying optoelectronics’s bank loans and the company’s guarantee for its bank loans. The company hereby announces the relevant contents as follows: I. overview of the guarantee
I. in order to meet the capital needs of the production and operation of the subsidiary, AoYing Optoelectronics (Suzhou) Co., Ltd. (hereinafter referred to as “Aoying optoelectronics”), a wholly-owned subsidiary of the company, plans to apply for loans from relevant banks, and the company will provide corresponding guarantees for the bank loans of the subsidiary. The details are as follows:
Amount of guaranteed object loan bank loan term
50 million yuan Bank Of Shanghai Co.Ltd(601229) Suzhou Branch (hereinafter referred to as: Bank Of Shanghai Co.Ltd(601229) Suzhou Branch)
64 million yuan Bank Of Jiangsu Co.Ltd(600919) Suzhou Branch (hereinafter referred to as Bank Of Jiangsu Co.Ltd(600919) Suzhou Branch)
RMB 45 million Shanghai Pudong Development Bank Co.Ltd(600000) Suzhou Branch one year (hereinafter referred to as: Shanghai Pudong Development Bank Co.Ltd(600000) Suzhou Branch)
The interest rate of the above loan is: the interest rate of RMB loan shall be determined according to the market quotation interest rate LPR + 315bps of the loan in the same period; The interest rate of US dollar loan shall be determined according to LIBOR + 600bps in the same period.
II. On February 19, 2022, the company held the 19th (Interim) meeting of the 5th board of directors. The meeting deliberated and adopted the proposal on Aoying optoelectronics, a wholly-owned subsidiary of the company, borrowing from banks and providing guarantee for its bank loans by the company with 5 affirmative votes, 0 negative votes and 0 abstention votes, and agreed that the board of directors authorized the general manager to sign relevant agreement documents. According to the provisions of the articles of association and the company’s external guarantee system, the asset liability ratio of Aoying optoelectronics, the guarantee object provided by the company, exceeds 70%, which needs to be submitted to the general meeting of shareholders for deliberation and approval.
2、 Basic information of the guaranteed
I. Basic Information
Name: Aoying photoelectric (Suzhou) Co., Ltd
Type: limited liability company (sole proprietorship of legal person from Hong Kong, Macao and Taiwan)
Registration place: No. 15, Jintian Road, Suzhou Industrial Park
Legal representative: Wang Xiaohu
Registered capital: 59.78 million US dollars
Date of establishment: April 6, 2004
Business scope: R & D, processing and assembly of LCD TVs, LCD displays, tablet computers, smart phones and various new optoelectronic and optical components related to LCD displays, sales of products produced by the company and provision of after-sales services; Lease of own surplus plant (the lease object is only limited to the enterprises directly related to the production and operation of the company or within the group); Cecep Solar Energy Co.Ltd(000591) photovoltaic power generation technology development, technical services, Cecep Solar Energy Co.Ltd(000591) distributed photovoltaic power generation project construction, operation, consulting and maintenance; New energy power generation engineering design services; Energy saving technology consultation and development; Cecep Solar Energy Co.Ltd(000591) sales of photovoltaic products and molds.
Shareholder structure: the company holds 100% equity of Aoying optoelectronics
After inquiry, AoYing Optoelectronics (Suzhou) Co., Ltd. is not a dishonest executee.
II. As of December 31, 2020, Aoying optoelectronics has total assets of 535187600 yuan, total liabilities of 432975200 yuan and net assets of 102.2124 million yuan; In 2020, the operating income was 522379600 yuan, the total profit was 1955900 yuan and the net profit was 13916000 yuan. [the above data have been audited by Tianheng Certified Public Accountants (special general partnership)]
As of September 30, 2021, Aoying optoelectronics has total assets of 809.157 million yuan, total liabilities of 730.9789 million yuan and net assets of 78.1781 million yuan; From January to September 2021, the operating revenue was 128.0738 million yuan, the total profit was -32.1655 million yuan, and the net profit was -24.0343 million yuan. (the above data has not been audited)
3. As of the date of this announcement, Aoying optoelectronics has the following mortgages:
Aoying optoelectronics mortgaged the house ownership and land use right located at No. 15, Jintian Road, Suzhou Industrial Park [house property No.: sfqzyz No. 00590994, land certificate No.: sgy (2014) No. 00153] to Industrial And Commercial Bank Of China Limited(601398) Suzhou Industrial Park sub branch, contract No.: 0110200009-2020 Park (DI) No. 0474.
IV. as of the date of this announcement, Aoying optoelectronics has the following lawsuits:
(1) In January 2021, Aoying optoelectronics filed a lawsuit with the Yinchuan people’s court, requiring Guangzhou qintian Electronic Technology Co., Ltd., Beijing Baota international economic and Technological Cooperation Co., Ltd., Baota Shenghua Trading Group Co., Ltd. and Baota Petrochemical Group Finance Co., Ltd. to pay 196288 yuan of bills and corresponding interest.
As of the date of this announcement, the case has been adjudicated and is being enforced.
(2) In December 2021, Aoying optoelectronics filed a lawsuit with the people’s Court of Suzhou Industrial Park, requiring Tianjin yipuneng Electric Co., Ltd. to pay Aoying optoelectronics the arrears of RMB 3552285.19 and interest of RMB 584153.56; Dai Yong is required to be jointly and severally liable for the above debts and interests of Tianjin yipuneng Electric Co., Ltd.
As of the date of this announcement, the case has been heard, and the company has reached a settlement with Dai Yong and Tianjin yipuneng Electric Co., Ltd.
In addition, Aoying optoelectronics has no other matters such as guarantee, mortgage, litigation and arbitration.
3、 Main contents of guarantee
Aoying optoelectronics, a wholly-owned subsidiary of the company, plans to apply to Bank Of Shanghai Co.Ltd(601229) Suzhou Branch for exposure credit of no more than 50 million yuan or equivalent US dollars due to business development needs; It is proposed to apply to Bank Of Jiangsu Co.Ltd(600919) Suzhou Branch for an exposure credit of no more than 64 million yuan or equivalent US dollars; It is proposed to apply to Shanghai Pudong Development Bank Co.Ltd(600000) Suzhou Branch for an exposure credit of no more than 45 million yuan or equivalent US dollars.
The company provides joint and several liability guarantee for the above credit of Aoying optoelectronics. The loan term shall not exceed 1 year (including 1 year), and the guarantee term shall be subject to the actually signed guarantee contract. The interest rate of the above loan is: the interest rate of RMB loan shall be determined according to the market quotation interest rate LPR + 315bps of the loan in the same period; The interest rate of US dollar loan shall be determined according to LIBOR + 600bps in the same period.
4、 Opinions of the board of directors and independent directors
1. The board of directors of the company deliberated and adopted the above-mentioned relevant matters at the 19th (Interim) meeting of the Fifth Board of directors, and expressed the following opinions:
Aoying optoelectronics is a wholly-owned subsidiary of the company. In view of its current good business development and operation, its ability to repay corresponding loans and controllable financial risks, Aoying optoelectronics does not provide counter guarantee. Accordingly, the company provides corresponding guarantee for its financing, which is conducive to its necessary financing and business, and does not damage the interests of the company and other shareholders.
2. The independent directors of the company express the following opinions:
After careful review, we believe that:
The company provides corresponding guarantee for Aoying optoelectronics bank loan, which is conducive to meeting the current capital demand of Aoying optoelectronics for production and operation, and is in line with the overall business development objectives of the company and the interests of all shareholders.
The guaranteed object of the above guarantee provided by the company is the wholly-owned subsidiary of the company, and its subject qualification, credit status and the approval procedures of the guarantee provided by the company this time are in line with the Shenzhen Stock Exchange gem stock listing rules The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and the provisions of the CSRC on the provision of guarantees by listed companies also comply with the provisions of the company on external guarantees and perform the corresponding approval procedures, which is in line with the interests of the company. Therefore, we agree to the above guarantees. Since Aoying optoelectronics has an asset liability ratio of more than 70%, we agree to submit the above proposal to the general meeting of shareholders of the company for deliberation.
5、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the guarantees provided by the company are the company’s guarantees to subsidiaries, and the total amount of actual guarantees is 147.46 million yuan, accounting for 12.06% of the company’s audited net assets attributable to shareholders of Listed Companies in the latest period (2020). After the guarantee comes into effect, the total amount of the company’s actual guarantee to its subsidiaries does not exceed 306.46 million yuan, accounting for 25.07% of the company’s audited net assets attributable to shareholders of Listed Companies in the latest period (2020).
As of the date of this announcement, the company and its subsidiaries have 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. Resolutions of the 19th (Interim) meeting of the 5th board of directors; 2. Independent opinions of Suzhou Jinfu Technology Co.Ltd(300128) independent directors on matters related to the 19th (Interim) meeting of the Fifth Board of directors.
It is hereby announced.
Board of directors February 20, 2002
