Securities code: Wuhan Huazhong Numerical Control Co.Ltd(300161) securities abbreviation: Wuhan Huazhong Numerical Control Co.Ltd(300161) Announcement No.: 2022007
Wuhan Huazhong Numerical Control Co.Ltd(300161)
Announcement on the provision of guarantee for the holding subsidiary’s application for bank credit
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.
Wuhan Huazhong Numerical Control Co.Ltd(300161) (hereinafter referred to as “the company”) held the 28th meeting of the 11th board of directors on March 4, 2022, deliberated and approved the proposal on providing guarantee for the holding subsidiary’s application for bank credit, and agreed that the company would provide guarantee for the holding subsidiary Foshan Huashu Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. (hereinafter referred to as “Foshan Huashu”) to apply for bank credit.
According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, the proposal does not need to be submitted to the general meeting of shareholders for deliberation.
1、 Overview of guarantee
The company held the 17th meeting of the 11th board of directors on January 29, 2021, deliberated and approved the proposal on providing guarantee for the holding subsidiary’s application for bank credit, and agreed that the company would provide guarantee for the holding subsidiary Foshan Huashu Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. (hereinafter referred to as “Foshan Huashu”) to apply for bank credit, Guangdong Nanhai rural commercial bank applied for a credit line of 32 million yuan, with a credit term of one year, guaranteed by the company. As the above credit line is about to expire, Foshan Huashu plans to continue to apply for credit from Guangdong Nanhai rural commercial bank, with a total of 40 million yuan of credit applied this time. In order to support the operation and development of Foshan Huashu, the company plans to provide guarantee for this credit, with a guarantee amount of no more than 40 million yuan and a guarantee period of one year.
2、 Basic information of the guaranteed
(I) brief introduction of the guaranteed enterprise
Enterprise name: Foshan Huashu Siasun Robot&Automation Co.Ltd(300024) Co., Ltd
Date of establishment: August 6, 2015
Registered capital: 90 million yuan
Registered address: Taoyuan Road (workshop b), Songgang Songxia Industrial Park, Shishan town, Nanhai District, Foshan City
Legal representative: Wang Qun
Business scope: Siasun Robot&Automation Co.Ltd(300024) products, mechatronics products, automatic production equipment, automatic control equipment, driving device, computer software, R & D, production, system integration, sales of mechatronic equipment, and provision of relevant technical consulting and technical training services; Import and export of goods and technology; Enterprise management consulting. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
Ownership structure:
Serial number shareholder name shareholding ratio subscribed capital contribution (10000 yuan)
1 Wuhan Huazhong Numerical Control Co.Ltd(300161) 51% 4,590
2 Foshan Nanhai Lianhua asset management 49% 4410
Management Co., Ltd
Relationship with the company: the company holds 51% equity of Foshan Huashu.
(II) financial situation of the guaranteed in the latest year and the first period
Asset status unit: 10000 yuan
December 31, 2020 September 30, 2021
Total assets 19348111463527
Total liabilities 827324409681
Net assets 11074871053846
Business unit: 10000 yuan
Project 2020 January September 2021
Operating income 17079441150603
Operating profit 830.83 -536.36
Net profit 710.13 -536.40
Note: among the above assets and operating financial data, the relevant data of 2020 have been audited by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), and the relevant data from January to September 2021 have not been audited.
(III) Foshan Huashu is not the person subject to execution for breach of faith.
3、 Main contents of guarantee matters
The company’s guarantee for Foshan Huashu’s application for bank credit this time is joint and several liability guarantee, with a guarantee period of one year. The final guarantee amount will be determined according to the final contract signed between Foshan Huashu and Guangdong Nanhai rural commercial bank, and the final actual guarantee amount will not exceed the guarantee limit of 40 million yuan granted this time.
4、 Opinions of the board of directors
Foshan Huashu’s application for bank credit is mainly based on the needs of its daily business development. Foshan Huashu is a holding subsidiary of the company, and the company holds 51% of its shares. Foshan Nanhai Lianhua Asset Management Co., Ltd. (hereinafter referred to as “Lianhua assets”) holds 49% of its shares. Lianhua assets, a minority shareholder of Foshan Huashu, is a wholly state-owned enterprise 100% owned by the state owned assets supervision and Administration Bureau of Nanhai District, Foshan City. The guarantee of Lianhua assets does not provide the same proportion of guarantee or counter guarantee. Foshan Huashu is a holding subsidiary within the scope of the company’s consolidated statements and accounts for the majority of its board of directors. The company has control over its daily operation and major decision-making, and can effectively supervise and manage its operation. The risk guaranteed by the company is within the controllable range of the company, and there is no situation that damages the interests of the company and minority shareholders.
5、 Accumulated external guarantees and overdue guarantees
As of the date of this announcement, the total external guarantee of the company and its holding subsidiaries was 591069 million yuan (excluding the guarantee to subsidiaries), accounting for 5.01% of the company’s latest audited net assets; The total amount of guarantee provided by the company and its subsidiaries to its subsidiaries is 212052500 yuan, accounting for 17.96% of the company’s latest audited net assets; The total guarantee amount of the company and its holding subsidiaries was 271159400 yuan, accounting for 22.97% of the company’s latest audited net assets. After the company provided 40 million yuan guarantee for Foshan Huashu to apply for credit extension from the bank, the total guarantee of the company and its holding subsidiaries was 2791594 million yuan, accounting for 23.64% of the company’s latest audited net assets. There was no illegal external guarantee of the company and its subsidiaries.
6、 Documents for future reference
1. Resolution of the 28th meeting of the 11th board of directors of the company
2. Independent opinions of the company’s independent directors on relevant matters
It is hereby announced.
Wuhan Huazhong Numerical Control Co.Ltd(300161) board of directors March 4, 2002
