Citic Securities Company Limited(600030)
About Shanghai W-Ibeda High Tech.Group Co.Ltd(688071)
It is expected that the company and its subsidiaries will apply for comprehensive credit line in 2022
And provide verification opinions of guarantee
Citic Securities Company Limited(600030) (hereinafter referred to as Citic Securities Company Limited(600030) ) as a sponsor of Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) (hereinafter referred to as Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) or the company's initial public offering of shares, In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the guidelines for the application of the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock exchange No. 1 - standardized operation, and the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), After careful verification of Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) and its subsidiaries' plans to apply for comprehensive credit line from banks and other financial institutions in 2022 and provide joint and several liability guarantee for the above credit, we express the following opinions:
1、 Overview of guarantee
(I) basic information of guarantee
In order to meet the financing and daily operation needs, the company and its subsidiaries intend to apply to banks and other financial institutions for a comprehensive credit line of no more than RMB 400 million (the final amount shall be subject to the actually signed contract). The credit line includes but is not limited to medium and short-term loans, long-term loans, bank bills, bill discount, trade financing, financial leasing, issuing letters of credit and letters of guarantee, etc. The validity period of this credit extension is 12 months from the date of approval of the second extraordinary general meeting of shareholders in 2022.
The company and its subsidiaries intend to provide joint and several liability guarantee with a total amount of no more than 400 million yuan for the above credit. The above guarantee limit includes: the company provides guarantee for its subsidiaries. Guarantee methods include but are not limited to: credit; The company and its subsidiaries provide mortgage and pledge guarantees with their real estate, land, machinery and equipment, patents, trademarks, inventories, accounts receivable and other assets; The company and its subsidiaries provide joint and several liability guarantee to each other. The guarantee object is the company itself or its subsidiaries, so the guarantee does not charge any guarantee fee, and the guarantee object does not provide counter guarantee. It conforms to the interests of the company and all shareholders and will not adversely affect the production and operation of the company.
The above comprehensive credit line is not equal to the actual financing amount of the company and its subsidiaries. The actual financing amount shall be within the comprehensive credit line and shall be subject to the actual financing amount of the company and banks and other financial institutions. The specific amount shall be reasonably determined according to the actual needs of the company's operation. Within the credit term, the credit line can be recycled.
The company requests the general meeting of shareholders to authorize the board of directors to authorize the chairman Mr. Liyin or the agent designated by Mr. Liyin to decide the specific matters of each credit or guarantee and handle relevant procedures on behalf of the company within the above 400 million yuan comprehensive credit line according to the actual business needs, The signing of loan agreements, pledge documents, and other relevant legal documents (including but not limited to). All legal and economic responsibilities arising therefrom shall be borne by the company. The specific credit and guarantee matters shall be subject to the actually signed legal documents. The application for comprehensive credit still needs to be submitted to the general meeting of shareholders for deliberation.
(II) decision making procedure
The 14th meeting of the third board of directors and the 13th meeting of the third board of supervisors held by the company on February 23, 2022 deliberated and adopted the proposal on predicting the company and its subsidiaries to apply for comprehensive credit line and provide guarantee in 2022. The independent directors expressed their independent opinions on this. The above proposals need to be submitted to the general meeting of shareholders for deliberation and approval.
2、 Basic information of the guaranteed
(I) khotahof
1. Enterprise type: limited liability company (Sino foreign joint venture)
2. Registered address: room jt3910, 1f, 185 Moyu Road, Anting Town, Jiading District, Shanghai
3. Legal representative: Li Yin
4. Registered capital: 10 million yuan
5. Date of establishment: May 9, 2014
6. Business scope: engaged in technology development, technical consultation, technology transfer, technical services, business information consultation, wholesale, import and export, commission agency (except auction) of electromechanical equipment, instruments and meters, integrated circuits, mechanical equipment, hardware and electrical, computer software and hardware and auxiliary equipment in the field of automatic testing technology, and providing relevant supporting services, Production of gearbox test bench (limited to branches). [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
7. Relationship with the company: it is a holding subsidiary of the company, with a shareholding ratio of 90%, and reilhoferkg holds 10% of its equity.
8. Whether there are major events affecting the guaranteed's solvency: no
9. Main financial data:
Unit: 10000 yuan
2020 / January September 2021/
Main financial indicators December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 10241.23 13974.50
Total liabilities 9055.67 12203.37
Net assets 1185.56 1771.13
Operating income 11790.47 7920.90
Net profit 2971.57 585.57
(II) Tesco
1. Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
2. Registered address: Room 301, floor 3, building 48, No. 6999, Chuansha Road, Pudong New Area, Shanghai
3. Legal representative: Jinyin Zhao
4. Registered capital: 6186855 yuan
5. Date of establishment: March 27, 2014
6. Business scope: engaged in technology development, technology transfer, technical consultation and technical service in the field of automatic testing technology, production and sales of testing equipment and electromechanical automation equipment, sales of hardware and electrical equipment, and business information consultation.
[for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments.] 7. Relationship with the company: it is a wholly-owned subsidiary of the company, with a shareholding ratio of 100%
8. Whether there are major events affecting the guaranteed's solvency: no
9. Main financial data:
Unit: 10000 yuan
2020 / January September 2021/
Main financial indicators December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 3072.91 2972.08
Total liabilities 3648.57 3497.69
Net assets -575.66 -525.61
Operating income 3379.95 812.41
Net profit -69.26 50.04
(III) Huayi test
1. Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
2. Registered address: building 25, No. 6999, Chuansha Road, Pudong New Area, Shanghai
3. Legal representative: Pan min
4. Registered capital: 1 million yuan
5. Date of establishment: December 12, 2016
6. Business scope: engaged in technology development, technical consultation, technical service and technology transfer in the field of automobile testing technology, sales of electromechanical equipment and hardware and electricity, import and export business of goods and technology, conference service, exhibition service, marketing planning, enterprise management consultation, business information consultation, design, production, agency and release of various advertisements. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
7. Relationship with the company: it is a wholly-owned subsidiary of the company, with a shareholding ratio of 100%
8. Whether there are major events affecting the guaranteed's solvency: no
9. Main financial data:
Unit: 10000 yuan
2020 / January September 2021/
Main financial indicators December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 12275.94 18072.18
Total liabilities 11231.22 15774.44
Net assets 1044.72 2297.74
Operating income 2817.87 5568.82
Net profit 125.48 1253.01
(IV) Huayi hybrid
1. Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
2. Registered address: Zone A, building 1, No. 69, Yuanda Road, Anting Town, Jiading District, Shanghai
3. Legal representative: Wang Tong
4. Registered capital: 5 million yuan
5. Date of establishment: February 2, 2018
6. Business scope: engaged in technology development, technical consultation, technical service, technology transfer, conference service, exhibition service, marketing planning, enterprise management consultation, business consultation, design, production and agency of various advertisements, advertising through its own media, and sales of electromechanical equipment, Engaged in the import and export of goods and technology. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
7. Relationship with the company: it is a wholly-owned subsidiary of the company, with a shareholding ratio of 100%
8. Whether there are major events affecting the guaranteed's solvency: no
9. Main financial data:
Unit: 10000 yuan
2020 / January September 2021/
Main financial indicators December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 12958.42 17474.36
Total liabilities 12456.98 16061.25
Net assets 501.44 1413.11
Operating income 1759.67 2594.07
Net profit
