Securities code: 300739 securities abbreviation: Sunshine Global Circuits Co.Ltd(300739) Announcement No.: 2021-138 bond Code: 123087 bond abbreviation: Mingdian convertible bond
Sunshine Global Circuits Co.Ltd(300739)
Announcement on applying to the bank for credit line and providing guarantee for subsidiaries
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.
Sunshine Global Circuits Co.Ltd(300739) (hereinafter referred to as "the company") convened the 38th (Interim) meeting of the second board of directors and the 30th (Interim) meeting of the second board of supervisors on December 23, 2021, deliberated and adopted the proposal on applying for credit line from banks and providing guarantee for subsidiaries, in accordance with the Listing Rules of gem shares of Shenzhen Stock Exchange and the articles of association According to the relevant provisions of the company, the credit and guarantee matters do not need to be submitted to the general meeting of shareholders for deliberation. The details are as follows:
1、 Overview of credit and guarantee
In order to meet the needs of production, operation and development of the company and its subsidiaries and continuously optimize the financing structure, the company plans to apply for a credit line of 150 million yuan from China Everbright Bank Company Limited Co.Ltd(601818) (hereinafter referred to as " China Everbright Bank Company Limited Co.Ltd(601818) "), with a credit term of one year. Within this line, the company will apply for credit according to the actual capital demand.
At the same time, Jiujiang Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd. (hereinafter referred to as "Jiujiang Mingyang"), a wholly-owned subsidiary of the company, plans to provide Bank Of China Limited(601988) (hereinafter referred to as " Bank Of China Limited(601988) " ）Apply for a credit line of RMB 100 million with a credit term of one year. Within this line, the subsidiary applies for credit according to the actual capital demand, and the company provides joint and several liability guarantee for the above credit. Within the above limit, the guarantee period shall be subject to the formal agreement or contract actually signed between the company and the bank.
The board of directors of the company authorizes the management to handle the above credit line application and guarantee matters with the bank on behalf of the company, and sign corresponding legal documents.
2、 Basic information of the guaranteed
Name: Jiujiang Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd
Unified social credit Code: 91360406578754220p
Date of establishment: July 11, 2011
Legal representative: Zhang Peike
Registered capital: RMB 1262.7 million
Address: Gangcheng Avenue, chengxigang District, Jiujiang Economic and Technological Development Zone, Jiangxi Province
Company type: limited liability company
Business scope: design, production and sales of single, double-sided and multi-layer printed hard, soft and hard combined circuit boards and related supporting substrates, R & D, assembly and sales of integrated circuits, R & D, production, sales and import and export of printed circuit boards; Road general cargo transportation; Extraction, processing and sales of precious metals (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Relationship with the company: the company holds 100% equity of Jiujiang Mingyang and is a wholly-owned subsidiary of the company.
The main financial data of Jiujiang Mingyang in the latest year and another period are as follows: (including: the data of the third quarter of 2021 is Unaudited)
Unit: RMB
Main financial data December 31, 2020 September 30, 2021
Total assets 977812859.412017792753.28
Total liabilities 320781108.45626206574.25
Net assets 657031750.961391586179.03
Asset liability ratio 32.81% 31.03%
Main financial data January December 2020 January September 2021
Operating income 671788529.86711823144.51
Total profit 82599161.6153675322.02
Net profit 72964091.0849409942.49
3、 Main contents of guarantee
As of the date of this announcement, the agreement related to this guarantee has not been signed. The specific period and amount of guarantee shall be determined after final negotiation between the company and the bank, and the final actual guarantee amount shall not exceed the guarantee amount granted this time.
4、 Opinions of the board of directors
This time, the company and its subsidiaries applied to the bank for credit line and the company provided credit guarantee for Jiujiang Mingyang, a wholly-owned subsidiary, in order to meet the capital needs of the company and its subsidiaries for business development, ensure the orderly operation of the company's daily operation and comply with the overall interests of the company. Jiujiang Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd. operates stably and has the ability to repay debts. Providing guarantee for it will not have a significant adverse impact on the company, nor will it damage the interests of listed companies and shareholders.
5、 Opinions of independent directors
After review, the independent directors believe that the company and its subsidiary Jiujiang Mingyang apply for credit line from the bank and the company provides credit guarantee for Jiujiang Mingyang, which is required by the company's daily production and operation, which is conducive to Jiujiang Mingyang's fund demand and the company's long-term development. The company holds 100% equity of Jiujiang Mingyang. The company has absolute control over it, and the financial risk is within the scope of effective control. At the same time, Jiujiang Mingyang has stable operation and the ability to repay debts. Providing guarantee for Jiujiang Mingyang will not have a significant adverse impact on the company. The contents and decision-making procedures of this guarantee comply with the provisions of relevant laws, regulations, normative documents such as the Listing Rules of gem shares, the guidelines for the standardized operation of GEM listed companies and the articles of association of Shenzhen Stock Exchange, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders, Therefore, all independent directors agree to apply to the bank for comprehensive credit and provide credit guarantee for Jiujiang Mingyang, a wholly-owned subsidiary.
6、 Opinions of the board of supervisors
After verification, the board of supervisors of the company believes that the company's application for credit line from the bank and the provision of credit guarantee for wholly-owned subsidiaries is conducive to the operation and development of the company and in line with the overall interests of the company. The decision-making procedures comply with relevant national laws, regulations and the articles of association, and there is no situation that damages the interests of the company and minority shareholders. The board of supervisors agrees to apply to the bank for a comprehensive credit line and provide credit guarantee for subsidiaries.
7、 Accumulated external guarantees and overdue guarantees
As of the announcement date, the company has approved the total amount of guarantee to subsidiaries of RMB 200 million (including the amount under review), accounting for 13.48% of the audited net assets in 2020. The actual cumulative amount of guarantee to subsidiaries of the company is RMB 0. The company and its subsidiaries have no other external guarantee, overdue guarantee or guarantee involving litigation.
It is hereby announced.
Sunshine Global Circuits Co.Ltd(300739) board of directors December 23, 2021
