Securities code: 688396 securities abbreviation: China Resources Microelectronics Limited(688396) Announcement No.: 2022-011 China Resources Microelectronics Limited(688396)
Announcement on the estimated amount of external guarantee 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:
Guaranteed party: China Resources Semco Microelectronics (Shenzhen) Co., Ltd., a wholly-owned subsidiary of the company.
Wuxi China Resources Microelectronics Limited(688396) and China Resources Microelectronics Limited(688396) electronic Holding Co., Ltd., the wholly-owned subsidiaries of the company, intend to provide guarantee for China Resources Semco Microelectronics (Shenzhen) Co., Ltd. when it applies for credit business and daily business needs, and the guarantee amount shall not exceed 20 million yuan. As of the disclosure date of this announcement, the company's external guarantee balance was RMB 4.6649 million.
Whether there is counter guarantee in this guarantee: no
Cumulative amount of overdue external guarantee: no overdue external guarantee
This matter has been deliberated and approved at the 27th meeting of the first board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation.
1、 Overview of guarantee
In order to meet the capital needs of daily operation and business development of China Resources Semco Microelectronics (Shenzhen) Co., Ltd. (hereinafter referred to as "China Resources Semco"), a wholly-owned subsidiary of China Resources Microelectronics Limited(688396) (hereinafter referred to as "the company" or " China Resources Microelectronics Limited(688396) "), and ensure the smooth development of its business, combined with the company's 2022 development plan, Wuxi China Resources Microelectronics Limited(688396) (hereinafter referred to as "Wuxi Huawei") and China Resources Microelectronics Limited(688396) electronic Holding Co., Ltd. (hereinafter referred to as "Huawei holding") wholly-owned subsidiaries of the company intend to provide guarantee for China Resources Semco when it applies for credit business and daily business needs, with the guarantee amount not exceeding RMB 20 million. When the actual loan and guarantee occur, the guarantee amount, guarantee period The guarantee rate and other contents shall be jointly negotiated and determined by Wuxi Huawei, Huawei holdings, China Resources Semco and the lending bank and other financial institutions within the above limit. The relevant guarantee matters shall be subject to the officially signed guarantee document. The purpose of bank credit under the guarantee shall comply with the approved business plan of the company, and perform the review procedures and obtain corresponding approval in accordance with the provisions of the company's Memorandum and articles of association amended and restated for the seventh time.
The board of directors of the company authorizes Mr. Wu Guoyi and his authorized persons to handle the specific matters of providing guarantee within the scope of guarantee limit according to the needs of the actual operation of the company. The guarantee limit and authorization will be effective until April 30, 2023 after being deliberated and approved by the board of directors of the company.
2、 Basic information of the guaranteed
(I) basic information
1. China Resources saimeike Microelectronics (Shenzhen) Co., Ltd
Company name: China Resources Semco Microelectronics (Shenzhen) Co., Ltd
Unified social credit code 91440300767597658t
Date of establishment: January 20, 2005
Legal representative: Wu Jianzhong
Registered capital: USD 13.8 million
Address: No. 5, Baolong fifth road, Baolong Industrial Zone, Longgang District, Shenzhen
Company type: limited liability company (wholly foreign-invested enterprise)
Business scope general business items are: design, production and operation, line width 0.35 μ m and
The following large-scale integrated circuits, new electronic components, hybrid integration
Circuits, power electronic devices; Product after-sales technical service. Operation of new energy vehicle charging facilities (those involving special provisions can be operated only after obtaining relevant permits); Electricity sales.
Shareholding structure: the company holds 100%
(II) main financial data 1. China Resources Semco Microelectronics (Shenzhen) Co., Ltd
Unit: 10000 yuan currency: RMB
Category 2020 (audited) January September 2021
(Unaudited)
Total assets 26891.99 29359.70
Total liabilities 15082.20 14912.81
Net assets 11809.78 14446.89
Operating income 18615.62 15822.09
Net profit attributable to shareholders of the parent company 692.45 2637.11
After deducting non recurring profits and losses
226.94 2,528.49
Net profit attributable to shareholders of the parent company
Affecting the guaranteed's solvency
None none none
Major contingencies
Whether it is a dishonest person to be executed no
Tianzhi International Certified Public Accountants
Name of audit institution/
Institute (special general partnership)
3、 The main content of the guarantee agreement is that the total amount of new guarantee planned by the company above is only the expected amount of guarantee to be provided by the company. When the actual business occurs, the guarantee amount, guarantee period, guarantee rate and other contents shall be jointly negotiated and determined by Wuxi Huawei, Huawei holding, China Resources Semco and the lending bank and other financial institutions within the above limit. The relevant guarantee matters shall be subject to the officially signed guarantee documents.
4、 Reasons and necessity of guarantee
The holding subsidiaries of the company provide guarantees for the holding subsidiaries within the scope of the company's consolidated statements, which is conducive to improving the overall financing efficiency of the company and meeting the daily operating capital needs of each business segment of the company.
The company's subsidiaries have stable production and operation, no overdue guarantee, controllable guarantee risk and no damage to the interests of the company and shareholders. 5、 Review procedures and special opinions for implementation
(I) review procedures of the audit compliance committee of the board of directors of the company
On February 21, 2022, the 16th meeting of the audit compliance committee of the first board of directors considered and approved the proposal on the prediction of the external guarantee limit of the company and its subsidiaries in 2022, and agreed that Wuxi Huawei and Huawei holdings, wholly-owned subsidiaries of the company, would provide external guarantee for China Resources Semco when it applied for credit business and daily business needs, The total amount of guarantee shall not exceed RMB 20 million, and it is agreed to submit the proposal to the board of directors of the company for deliberation. (II) deliberation procedures of the board of directors of the company
On February 22, 2022, the 27th meeting of the first board of directors of the company deliberated and approved the proposal on the prediction of external guarantee amount of the company and its subsidiaries in 2022, and agreed that Wuxi Huawei and Huawei holdings, wholly-owned subsidiaries of the company, would provide external guarantee for China Resources Semco when it applied for credit business and daily operation needs, with a total guarantee amount of no more than 20 million yuan, The guarantee amount and authorization will be valid until April 30, 2023 after being deliberated and approved by the board of directors of the company. This matter is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation and approval.
(III) independent opinions expressed by independent directors of the company
We believe that the external guarantee amount of the company and its subsidiaries in 2022 is a reasonable estimate made in combination with the development plan of the company in 2022 to meet the capital needs of the company and its subsidiaries for daily operation and business development and ensure the smooth development of the company's business. The guaranteed objects within the listed amount are the holding subsidiaries of the company, The company has formal and substantive control over the guaranteed company. The company operates normally and continuously, and the risks are generally controllable. There is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. Therefore, we agree with the expected external guarantee amount of the company and its subsidiaries in 2022.
6、 Accumulated external guarantee amount and overdue guarantee amount
As of the disclosure date of this announcement, the total amount of external guarantees of the company is RMB 24.6649 million (the sum of the unused amount within the approved guarantee limit and the actual balance of the guarantee). The above amount accounts for 0.23% and 0.15% of the company's latest audited net assets and total assets respectively. As of the disclosure date of this announcement, the company and its subsidiaries have not provided guarantees for third parties outside the scope of the consolidated statements.
The company has no overdue guarantee, and the guarantee amount involved in litigation is 0 yuan.
7、 Online announcement attachment
1. Independent opinions of independent directors on matters related to the 27th meeting of the first board of directors;
2. Basic information of the guaranteed and the latest financial statements.
It is hereby announced.
China Resources Microelectronics Limited(688396) board of directors February 23, 2022
