Securities code: 688516 securities abbreviation: Wuxi Autowell Technology Co.Ltd(688516) Announcement No.: 2022-013 Wuxi Autowell Technology Co.Ltd(688516)
Announcement on pre provision of guarantee and related party transactions for holding subsidiaries applying for credit extension
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:
Name of the guaranteed: Wuxi Songci electromechanical Co., Ltd. (hereinafter referred to as “Wuxi Songci”), which is a holding subsidiary of Wuxi Autowell Technology Co.Ltd(688516) (hereinafter referred to as “the company”).
The amount of this guarantee and the guarantee balance actually provided for it: the company plans to provide joint and several liability guarantee of no more than 150 million yuan for Wuxi songporcelain, and the guarantee balance actually provided for it is 0 yuan.
Whether there is counter guarantee in this guarantee: Yes.
Cumulative amount of overdue external guarantee: there is no overdue external guarantee.
This guarantee belongs to the guarantee provided by the company to the company jointly invested with the related party Wuxi songao enterprise management partnership (limited partnership) (hereinafter referred to as “Wuxi songao”). At the same time, the related party Wuxi songao provides counter guarantee for this guarantee. This guarantee and counter guarantee constitute related party transactions.
This guarantee needs to be reviewed and approved by the general meeting of shareholders of the company. 1、 Overview of guarantee
In order to support the financing needs of the business development of Wuxi Songci, the holding subsidiary, the company plans to provide full guarantee (greater than the proportion of equity held by the company) for the holding subsidiary Wuxi Songci to apply for comprehensive bank credit with a total amount of no more than 150 million yuan from commercial banks. The guarantee mode is joint and several liability guarantee, and the guarantee period is subject to the agreement signed with relevant financial institutions.
At present, the company has not signed the relevant guarantee agreement, and the total amount of the above planned guarantee is only the guarantee amount to be provided by the company. The specific guarantee amount needs to be reviewed and approved by the bank or relevant financial institutions, and the actually signed contract shall prevail.
As this guarantee belongs to the guarantee provided by the company to the company jointly invested with the related party Wuxi songao, which is greater than its equity proportion, and the related party Wuxi songao provides pledge counter guarantee for this guarantee with its equity of Wuxi Songci, this guarantee and counter guarantee constitute a related party transaction.
In order to improve work efficiency, the board of directors of the company authorizes the chairman of the board of directors or his designated authorized agent to sign relevant guarantee agreements or legal documents with financial institutions for specific guarantee matters not exceeding 150 million yuan, and no separate board of directors or general meeting of shareholders will be held. The guarantee amount at any time during the authorization period shall not exceed the above amount. The guarantee exceeding the above amount can be implemented only after the board of directors or the general meeting of shareholders deliberates and makes a resolution in accordance with relevant regulations.
The guarantee matters to be deliberated and approved by the third general meeting of shareholders of the company held on February 22, 2022. The independent directors expressed their independent opinions on this matter.
In accordance with relevant laws and regulations such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the Wuxi Autowell Technology Co.Ltd(688516) articles of association, the relevant information is hereby announced. 2、 Association description
Description of related relationship: Ms. Zhou Yongxiu, legal representative of Wuxi Songci and executive partner of Wuxi songao, is a director and Secretary of the board of directors of the company. 3、 Basic information of the guaranteed
1. Name of guaranteed company: Wuxi Songci electromechanical Co., Ltd
2. Date of establishment: March 16, 2017
3. Unified social credit Code: 91320413ma1nke357m
4. Registered address: No. 195, Furong 4th Road, Xishan Economic Development Zone, Wuxi City. Registered capital: 17.526531 million yuan
6. Legal representative: Zhou Yongxiu
7. Business scope: research and sales of electromechanical equipment; Research on new energy technology; Photovoltaic technology research; R & D and sales of industrial automation control system devices and electronic control components; Research, sales and technical services of semiconductor materials and microelectronic products. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments) licensed projects: import and export of goods (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results) general projects: manufacturing of photovoltaic equipment and components; Sales of photovoltaic equipment and components; Manufacturing of special equipment for semiconductor devices; Sales of special equipment for semiconductor devices; Manufacturing of graphite and carbon products (except those required by law)
In addition to the approved projects, carry out business activities independently according to the law with the business license)
8. Relationship between the guaranteed and the listed company: the listed company holds 47.51% of its equity.
9. Operating conditions: Wuxi Songci is a subsidiary of the company that increased its capital in April 2021. As of December 31, 2021, Wuxi Songci had total assets of 241995900 yuan, total liabilities of 205.3773 million yuan, net assets of 36.6186 million yuan, operating income of 3.0627 million yuan and net profit of -9.2922 million yuan from April to December. The above financial data have not been audited.
10. Whether there is counter guarantee in this guarantee: other shareholders of Wuxi Songci (Hua Yan, Shi Daxiong, he Wenze, Xia Ziming, Liu Xia, Liu Jie, Chen tiaochun and Wuxi songao enterprise management partnership (limited partnership)) provide pledge counter guarantee to the listed company with their equity of Wuxi Songci.
11. Whether there are major contingencies affecting the guaranteed’s solvency: No.
12. Situation of dishonest Executees: according to public information inquiry, Wuxi songporcelain is not a dishonest executee. 4、 Main contents of the guarantee agreement
The company plans to provide guarantee for the holding subsidiary Wuxi Songci to apply for comprehensive bank credit with a total amount of no more than 150 million yuan from commercial banks (guarantee greater than the proportion of equity held by Wuxi Songci). The total amount of the above planned guarantee is only the guarantee amount to be provided by the company. The guarantee agreement shall be determined by the guarantor, the guaranteed and the bank through negotiation. The signing time shall be subject to the actually signed contract, and the specific guarantee amount shall be determined by the actual needs of the working capital of the subsidiary. 5、 Reasons and necessity of guarantee
Wuxi Songci’s business has developed well and there is a large demand for working capital. In order to improve the financing capacity of Wuxi Songci and meet the business development capital needs of its holding subsidiary, the company provides full guarantee for Wuxi Songci’s application for bank credit within the limit of 150 million yuan. The guarantee object is the holding subsidiary of the company. The company has full control over Wuxi songporcelain. The guarantee risk is controllable and will not have a significant adverse impact on the interests of the company and all shareholders. 6、 Opinions of the board of directors
The credit and guarantee issues have been deliberated and approved at the ninth meeting of the third board of directors held on February 22, 2022, and Ms. Zhou Yongxiu, director and Secretary of the board of directors, abstained from voting; The independent directors expressed their independent opinions. 7、 Accumulated external guarantee amount and overdue guarantee amount
As of the disclosure date of the announcement, the company and its holding subsidiaries had no external guarantee or overdue guarantee.
It is hereby announced.
Wuxi Autowell Technology Co.Ltd(688516) February 23, 2022
