Securities code: 002845 securities abbreviation: Shenzhen Txd Technology Co.Ltd(002845) Announcement No.: 2022-005
Shenzhen Txd Technology Co.Ltd(002845)
Announcement on the progress of guarantee provided by the company to 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.
Special risk tips:
The total amount guaranteed by Shenzhen Txd Technology Co.Ltd(002845) (hereinafter referred to as "Shenzhen Shenzhen Txd Technology Co.Ltd(002845) " or "the company") and its subsidiaries to the company within the scope of consolidated statements exceeds 100% of the latest audited net assets, and the amount guaranteed to units with asset liability ratio exceeding 70% exceeds 50% of the latest audited net assets of the company. Investors are requested to pay full attention to the guarantee risk.
1、 Overview of guarantee
The ninth meeting of the third board of directors and the eighth meeting of the third board of supervisors held on April 28, 2021 deliberated and adopted the proposal on the company's proposed guarantee amount to subsidiaries in 2021, which was deliberated and adopted at the 2020 annual general meeting held on May 24, 2021. In order to ensure the smooth development of the company's subsidiaries in 2021, according to the overall production and operation plan and capital demand, the company is the subsidiaries Ganzhou Shenzhen Txd Technology Co.Ltd(002845) Electronic Technology Co., Ltd. (hereinafter referred to as "Ganzhou Electronics"), Nanchang Shenzhen Txd Technology Co.Ltd(002845) precision optoelectronics Co., Ltd. (hereinafter referred to as "Nanchang precision") Nanchang Shenzhen Txd Technology Co.Ltd(002845) intelligent display Co., Ltd. (hereinafter referred to as "Nanchang display"), Shenzhen Txd Technology Co.Ltd(002845) (Hong Kong) Trading Co., Ltd. (hereinafter referred to as "Hong Kong Shenzhen Txd Technology Co.Ltd(002845) ") and Ganzhou Zhanhong New Material Technology Co., Ltd. (hereinafter referred to as "Zhanhong new material") provide bank credit guarantee of no more than RMB 4.75 billion in total and performance guarantee of no more than RMB 1.25 billion in total, The total amount shall not exceed 6 billion yuan. Details are as follows:
Credit guarantee line of the guarantor and the guaranteed party (100 million) performance guarantee line (100 million)
Shenzhen Shenzhen Txd Technology Co.Ltd(002845) Ganzhou electronics 30 7
Shenzhen Shenzhen Txd Technology Co.Ltd(002845) Nanchang precision 12 4
Shenzhen Shenzhen Txd Technology Co.Ltd(002845) Nanchang display 3 1
Shenzhen Shenzhen Txd Technology Co.Ltd(002845) Hong Kong Shenzhen Txd Technology Co.Ltd(002845) 1 0.5
Shenzhen Shenzhen Txd Technology Co.Ltd(002845) Zhanhong new material 1.5 0
Subtotal 47.5 12.5
Total 60
The above matters are valid from the deliberation and approval of the 2020 general meeting of shareholders to the approval of the application for a new guarantee limit by the 2021 general meeting of shareholders. The above guarantee limit can be recycled within the effective guarantee period.
For details of the above matters, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on April 29, 2021 and May 25, 2021 Relevant announcements disclosed (Announcement No.: 2021-018, 2021-032).
2、 Guarantee progress
Recently, the company signed the maximum guarantee contract with Bank Of China Limited(601988) Ganzhou branch (hereinafter referred to as " Bank Of China Limited(601988) Ganzhou branch") to provide the subsidiary Ganzhou electronics with a maximum financing credit guarantee of no more than the equivalent of RMB 110 million; The company signed the maximum guarantee contract with China Everbright Bank Company Limited Co.Ltd(601818) Nanchang Branch (hereinafter referred to as " China Everbright Bank Company Limited Co.Ltd(601818) Nanchang Branch") to provide the subsidiary Nanchang precision with a maximum financing credit guarantee of no more than the equivalent of RMB 49.8 million.
This guarantee is a joint and several liability guarantee, and within the scope of the guarantee amount deliberated and approved by the board of directors and the general meeting of shareholders of the company, it is not necessary to submit it to the board of directors or the general meeting of shareholders of the company for deliberation again. The guarantee is as follows:
The guaranteed party makes this guarantee
The proportion of the guarantee amount used by the guarantor before the guarantee in the latest period in the proportion of whether the shareholding ratio of the guarantor to the guaranteed party, the guarantee amount of the asset liability guaranteed party (the guarantee balance of the most relevant case of Wanshi company (10000 yuan)) and the proportion of net guaranteed assets in the latest period
Shenzhen Txd Technology Co.Ltd(002845) Ganzhou electronics 100% 63.5% 156157.17 11000 3.66% yes
Shenzhen Txd Technology Co.Ltd(002845) Nanchang precision 61.13% 61.83% 57942.02 4980 1.66% yes
Note: the latest period in the above table refers to September 30, 2021, which has not been audited.
3、 Basic information of the guaranteed
1. Ganzhou Shenzhen Txd Technology Co.Ltd(002845) Electronic Technology Co., Ltd
Date of establishment: August 23, 2011
Legal representative: Wan Feng
Address: No. 168, Weiyi Road, Ganzhou economic and Technological Development Zone, Ganzhou City, Jiangxi Province
Registered capital: 130 million yuan
Business scope: R & D, production, processing and sales of electronic products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Equity structure: Ganzhou electronics is a wholly-owned subsidiary of the company, and the company holds 100% of its equity.
Credit rating: Ganzhou electronic credit is in good condition and does not belong to the dishonest executee.
2. Nanchang Shenzhen Txd Technology Co.Ltd(002845) precision photoelectric Co., Ltd
Date of establishment: September 8, 2017
Legal representative: Liang Fuhua
Address: No. 299, Xiuxian Road, Nanchang Economic and Technological Development Zone, Nanchang, Jiangxi 4# factory
Registered capital: 490756300 yuan
Business scope: manufacturing, sales and technical services of optical components; Mechanical equipment leasing; Manufacturing of precision molds; Wholesale and retail of electronic products and testing equipment; Self support and agency of import and export of various commodities and technologies
Business.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Equity structure: Nanchang precision is a holding subsidiary of the company, and the company holds 61.13% of its equity.
Credit rating: Nanchang precision is in good credit condition and does not belong to the dishonest executee.
(II) financial status of the guaranteed:
The financial status of the guaranteed as of December 31, 2020 is as follows (audited):
Unit: 10000 yuan
Proportion of shares held by the secured party total assets total liabilities total net assets operating income total profit net profit
Ganzhou electronics 100% 412836.23 321752.01 91084.22 447193.27 18955.89 16812.02
Nanchang precision 61.13% 211319.12 149138.43 62180.69 206333.91 4842.60 4728.51
The financial position of the guaranteed as of September 30, 2021 is as follows (Unaudited):
Unit: 10000 yuan
Proportion of shares held by the secured party total assets total liabilities total net assets operating income total profit net profit
Ganzhou electronics 100% 532539.64 338152.31 194387.34 678916.26 24119.54 21708.07
Nanchang precision 61.13% 178919.42 110621.39 68298.03 156518.57 5508.06 6117.34
4、 Main contents of guarantee agreement
Secured party guarantor creditor guarantee amount guarantee period guarantee / counter guarantee content
(10000 yuan)
Guarantee mode: joint and several liability guarantee, general guarantee
Main guarantee scope: on the date of expiration of the occurrence period of the principal creditor's rights under the contract determined in Article 2 of the contract, if the debt determined to be guaranteed is the principal creditor's rights guaranteed under the contract one by one, the guarantee period shall be calculated based on the Bank Of China Limited(601988) , Interest on the principal of the principal creditor's right (including interest, compound interest and default interest of Ganzhou electronic Shenzhen Txd Technology Co.Ltd(002845) Ganzhou branch 11000 debt guarantee period), liquidated damages, damages The cost of realizing the creditor's rights for the performance of the debt (including but not limited to the legal fees from the date of expiration, lawyer's fees, notarization fees, execution fees, etc.), three years. The losses and all other payable expenses caused to the creditor due to the debtor's breach of contract also belong to the secured creditor's rights, and the specific amount shall be determined when it is paid off.
Guarantee method: joint and several liability guarantee
The main guarantee scope of the comprehensive credit agreement: the guarantee of each debt principal and interest body credit business that the trustee should repay or pay to the Lender under the main contract (including legal interest, agreed interest and default interest) China Everbright Bank Company Limited Co.Ltd(601818) the certificate period shall be calculated separately, including compound interest, liquidated damages, damages Realizing the creditor's rights Nanchang precision Shenzhen Txd Technology Co.Ltd(002845) Nanchang Branch 4980 is the fees from the specific credit industry (including but not limited to litigation / arbitration fees, lawyer fees of service contract or agreement, notarization fees, execution fees, etc.) and all other fees payable by the appointed trustee (the above items are collectively referred to as "guaranteed debt at the expiration of debt period").
Three years from the date of.
5、 Opinions of the board of directors
This is a guarantee provided to ensure the continuous and healthy development of the production and operation of its subsidiaries
To improve its operating efficiency and financing capacity. The company has substantial control over the subsidiary providing the guarantee and is assumed
The guaranteed object has normal production and operation, has the ability to repay debts, and other shareholders of Nanchang precision have provided year-on-year information
For example, the risk of guarantee matters is controllable. There is no damage to the company and its shareholders, especially small and medium-sized shares
