Securities code: 300017 securities abbreviation: Wangsu Science & Technology Co.Ltd(300017) Announcement No.: 2022-006 Wangsu Science & Technology Co.Ltd(300017)
About the holding subsidiary cdnetworks Co., Ltd. continuing to be its employees
Announcement on providing guarantee and adjusting guarantee amount for applying for personal loan from banks
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of guarantee
1. Cdnetworks Co., Ltd. (hereinafter referred to as “cdnw”) is a subsidiary of Wangsu Science & Technology Co.Ltd(300017) (hereinafter referred to as “the company”), and the company holds cdnw99 99% equity. As a long-term employee welfare measure, cdnw provides guarantee for its employees to apply for personal low interest loans from KEB Hana Bank (hereinafter referred to as “Asiana bank”). On March 2, 2018, the 15th meeting of the Fourth Board of directors held by the company considered and approved the proposal on the holding subsidiary cdnetworks Co., Ltd. providing guarantee for its employees to apply for personal loans from banks, and agreed that cdnw would provide guarantee for its employees to apply for personal loans of no more than 1 billion won (equivalent to about 5.8586 million yuan at the current exchange rate) from Asiana bank, The guarantee amount shall not exceed 1.1 billion won (equivalent to about 6.4444 million yuan at the current exchange rate). For details, see the announcement on the holding subsidiary cdnetworks Co., Ltd. providing guarantee for its employees to apply for personal loans from banks (Announcement No.: 2018-023) disclosed by the company on March 3, 2018.
Later, in view of the fact that the guarantee amount of the above guarantee is about to be exhausted, on October 28, 2019, the company held the 38th meeting of the Fourth Board of directors and deliberated and adopted the proposal on increasing the guarantee amount of cdnetworks Co., Ltd., a holding subsidiary, for its employees to apply for personal loans from the bank. After deliberation, the board of directors agreed that cdnw would increase the guarantee amount of no more than 1.1 billion won (equivalent to about 6.6365 million yuan at the then exchange rate) and continue to provide guarantee for its employees to apply for personal loans from the bank. The authorization period of the guarantee is three years from the date of deliberation and approval of the guarantee. The guarantee period is from the date of signing the guarantee contract to the date agreed in the termination notice issued by cdnw to Asiana bank three years after signing the guarantee contract (hereinafter referred to as “the previous guarantee”). For details, see the announcement on the holding subsidiary cdnetworks Co., Ltd. increasing the guarantee for its employees to apply for personal loans from banks (Announcement No.: 2019-122) disclosed by the company on October 29, 2019.
2. At present, since the guarantee period of the previous guarantee is about to expire, in order to ensure the implementation of the long-term employee welfare and in combination with the actual situation of cdnw employees applying for loans, on February 21, 2022, The company held the 20th meeting of the 5th board of directors and passed the proposal on the holding subsidiary cdnetworks Co., Ltd. to continue to provide guarantee for its employees to apply for personal loans from banks and adjust the guarantee amount. After deliberation, the board of directors agreed that cdnw would continue to provide guarantee for its employees to apply for personal loans from banks, and the guarantee amount would be adjusted to no more than 550 million won (equivalent to about 2.9106 million yuan at the exchange rate on February 21, 2022). The authorization period of this guarantee is three years from the date of consideration and approval of this guarantee. The guarantee period is from the date of signing the guarantee contract to the date agreed in the termination notice issued by cdnw to Asiana bank three years after the signing of the guarantee contract. Meanwhile, the board of directors of the company authorized the legal representative of cdnw or its authorized person to sign relevant agreements according to the requirements of the bank within the above guarantee limit and authorization period.
3. This guarantee has been deliberated and approved by the 20th meeting of the 5th board of directors held on February 21, 2022 with 7 votes in favor, 0 votes against and 0 abstentions. According to the Shenzhen Stock Exchange GEM Listing Rules and the company’s external guarantee management system, this item belongs to the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
4. The guaranteed objects are regular employees of cdnw, excluding directors, supervisors, senior managers and other related parties. This guarantee does not constitute a related party transaction.
2、 Basic information of the guaranteed
The guaranteed object of this guarantee is a regular employee of cdnw. The guaranteed object needs to sign a labor contract with cdnw, work in cdnw for more than 6 months and meet the performance appraisal requirements of cdnw. Cdnw employees will apply to cdnw according to their own financing needs, and judge whether they meet the conditions of the guaranteed object and go through relevant procedures after being reviewed by cdnw personnel department, finance department and other departments.
3、 Details of guarantee
1. Previous guarantee
After deliberation at the 38th meeting of the Fourth Board of directors of the company, cdnw provided joint and several liability guarantee for its employees to apply for personal loans of no more than 1 billion won (about 6.0332 million yuan at the current exchange rate) from Asiana bank, and the guarantee amount was no more than 1.1 billion won (about 6.6365 million yuan at the current exchange rate), which was used as the pledge of the guarantee. The scope of guarantee is the principal, interest and other corresponding debts of the loan. Under the guarantee, the amount of personal loan applied by each guaranteed object to the bank shall not exceed 20 million won (equivalent to about 120700 yuan at the current exchange rate). The legal representative of cdnw shall approve the adjustment of personal loan amount under the guarantee within the total loan amount according to the actual situation.
2. Conditions of this guarantee
Given that the guarantee period of the previous guarantee is about to expire, in order to ensure the implementation of this long-term employee welfare and in combination with the actual situation of cdnw employees applying for loans, cdnw plans to continue to provide guarantees for their employees applying for personal loans from the bank and adjust the total amount of guarantees accordingly.
According to the actual loan demand assessment of cdnw employees, cdnw plans to provide joint and several liability guarantee for its employees to apply for personal loans with a maximum amount of not more than 500 million won (about 2.646 million yuan at the exchange rate of February 21, 2022) from Asiana bank, and the guarantee amount is not more than 550 million won (about 2.9106 million yuan at the exchange rate of February 21, 2022). The time deposit of more than rmb26.45 million (equivalent to approximately rmb26.45 million) in this year is not pledged as collateral at the same time.
The authorization period of this guarantee is three years from the date of deliberation and approval of this guarantee. During the authorization period, cdnw shall sign relevant guarantee agreement with the bank within the guarantee limit according to the actual guarantee. The guarantee period shall be from the date of signing the guarantee contract to the date agreed in the termination notice issued by cdnw to Asiana bank three years after the signing of the guarantee contract. The board of directors of the company authorizes the legal representative of cdnw or its authorized person to sign relevant agreements according to the requirements of the bank within the above guarantee limit and authorization period.
This guarantee covers the principal, interest and other corresponding debts of the loan. Under this guarantee, the amount of personal loan applied by each guaranteed object to the bank shall not exceed 20 million won (equivalent to about 105800 yuan at the exchange rate on February 21, 2022), and continue to authorize the legal representative of cdnw to approve the adjustment of personal loan amount under this guarantee within the total loan amount according to the actual situation.
4、 Guarantee mode
The guarantee mode of this guarantee is joint and several liability guarantee and pledge guarantee. Cdnw will continue to provide joint and several liability guarantee for its employees to apply for personal loans from Asiana bank with an amount of no more than 550 million won (about 2.9106 million yuan at the exchange rate on February 21, 2022). At the same time, cdnw will take the time deposit of no more than 500 million won (about 2.646 million yuan at the exchange rate on February 21, 2022) as the pledge of this guarantee.
5、 Main contents of guarantee contract
1. Guarantee items and amount: cdnw provides joint and several liability guarantee of no more than 550 million won (about 2.9106 million yuan at the exchange rate of February 21, 2022) for its employees to apply for personal loans from Asiana bank, At the same time, cdnw takes its time deposit of no more than 500 million won (equivalent to about 2.646 million yuan at the exchange rate on February 21, 2022) as the pledge of this guarantee.
2. Guarantee mode: joint and several liability guarantee and pledge guarantee.
3. Guarantee period: from the date of signing the guarantee contract to the date agreed in the termination notice sent by cdnw to Asiana bank three years after signing the guarantee contract.
The above guarantee contract has not been signed, and the specific guarantee amount and period will be subject to the amount and period approved by the bank.
6、 Opinions of the board of directors
After deliberation, the board of Directors believes that the guarantee object of cdnw’s continuing guarantee is its employees, the loan amount of employees matches the solvency, and the risk of this guarantee is within the controllable range of the company. Cdnw provides guarantee for its employees to apply for personal low interest loans from Asiana bank as a long-term employee welfare of cdnw. The guaranteed object does not provide counter guarantee to cdnw. By means of cdnw guarantee, its employees can apply to Asiana bank for personal loans lower than the market interest rate, which is conducive to solving the capital needs of employees such as house purchase or rent, enhancing the stability of employees, so as to better create benefits for the company. This guarantee will not affect the normal capital demand of cdnw business and will not damage the interests of the company and its shareholders. The board of directors unanimously agreed on the guarantee, and authorized the legal representative of cdnw or its authorized person to handle the guarantee within the guarantee amount and authorization period approved by the board of directors and sign relevant legal documents.
7、 Opinions of the board of supervisors
After deliberation, the board of supervisors held that the guarantee object of cdnw’s continuing guarantee is its employees, the loan amount of cdnw employees matches their solvency, and the financial risk of this guarantee is within the controllable range of the company, which does not have a significant impact on the normal operation of the company. This time, cdnw provides guarantee for its employees to apply for personal low interest loans, which is conducive to solving the financial needs of employees such as house purchase or rent, promoting the construction of cdnw’s long-term employee welfare and enhancing the stability of employees. This guarantee arrangement complies with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, and will not harm the interests of the company and its shareholders, especially small and medium-sized shareholders. Agree to this guarantee.
8、 Independent opinions of independent directors
After deliberation, the independent directors believe that cdnw, the holding subsidiary of the company, continues to provide guarantee for its employees to apply for personal loans from Asiana bank, which is conducive to enhancing the stability of cdnw employees. The guarantee object provided by cdnw this time is its employees. The loan amount of cdnw employees matches their solvency. The financial risk guaranteed by cdnw is within the control of the company and does not have a significant impact on the normal operation of the company. This guarantee arrangement complies with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, the articles of association and the company’s external guarantee management system. The decision-making procedure of this guarantee complies with the relevant provisions of relevant laws, regulations and the articles of association, and there is no behavior damaging the interests of the company and its shareholders, especially the minority shareholders. Therefore, the independent directors unanimously agreed on this guarantee.
9、 Accumulated external guarantee quantity and overdue guarantee quantity
As of the disclosure date of this announcement, the cumulative total amount of external guarantees of the company and its holding subsidiaries is about 29.355 million yuan (including the adjusted guarantee amount), accounting for 0.3376% of the company’s audited net assets in 2020; The actual external guarantee balance of the company and its holding subsidiaries is about 178300 yuan, accounting for 0.0021% of the audited net assets of the company in 2020. The company and its holding subsidiaries have no overdue external guarantee, no external guarantee involving litigation, and losses due to the judgment of losing the guarantee.
10、 Documents for future reference
1. Resolutions of the 20th meeting of the 5th board of directors of the company;
2. Resolutions of the 18th meeting of the 5th board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the 20th meeting of the Fifth Board of directors of the company.
It is hereby announced.
Wangsu Science & Technology Co.Ltd(300017) board of directors February 21, 2022
