Securities code: Ningbo Joyson Electronic Corp(600699) securities abbreviation: Ningbo Joyson Electronic Corp(600699) Announcement No.: pro 2022005 Ningbo Joyson Electronic Corp(600699)
Announcement on providing guarantee for subsidiaries
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content: name of the guaranteed: Ningbo Joyson Electronic Corp(600699) (hereinafter referred to as "the company" or "Junsheng Electronics"), Ningbo Junlian Zhixing Technology Co., Ltd. (hereinafter referred to as "Junlian Zhixing"), Ningbo Junsheng automobile safety system Co., Ltd. (hereinafter referred to as "Ningbo Junsheng safety") Joyson auto safety S.A. (hereinafter referred to as "Junsheng safety S.A."), joyson safety systems holdings No.3 s. à R.I. (hereinafter referred to as "Junsheng safety No.3"), joyson safety systems acquisitions LLC (hereinafter referred to as "Junsheng safety America"), joyson safety systems Japan, K.K. (hereinafter referred to as "Junsheng safety Japan"). The guarantee amount and the guarantee balance actually provided for it: the guarantee amount provided for Junlian Zhixing is RMB 300 million (the extension is due to the expiration of some credit agreements and does not involve new guarantees), and the guarantee balance actually provided for it is RMB 300 million; The total amount of newly added guarantee provided for Ningbo Junsheng safety is 960 million yuan, and the balance of guarantee actually provided for it is 249.6 million US dollars; The guarantee amount of US $175 million is provided for Junsheng security S.A., Junsheng Security No. 3, Junsheng security USA and Junsheng security Japan (the maximum principal amount of guarantee for the disclosed company is no more than US $1.35 billion) (for details, please refer to the announcement of Ningbo Joyson Electronic Corp(600699) on the guarantee provided by the company and its subsidiaries for subsidiaries, report No.: pro 2021039), Excluding New guarantees), the balance of guarantees actually provided for it is US $1085 million. Whether there is counter guarantee for this guarantee: no cumulative overdue amount of external guarantee: None
1、 Overview of guarantee (I) basic information of guarantee 1. Provide guarantee for Junlian Zhixing
Whereas part of the guarantee (RMB 300 million) provided by the company for Junlian smart bank's application for credit extension in China Merchants Bank Co.Ltd(600036) Ningbo Branch (hereinafter referred to as "CMB Ningbo Branch") has expired, in order to ensure the smooth development of Junlian smart bank in business fields such as intelligent cockpit domain controller, on-board platform software and algorithm, 5g-v2x, etc, The company plans to continue to provide the maximum amount of joint and several liability guarantee for the 300 million yuan comprehensive credit line applied by Junlian Zhihang in Ningbo Branch of China Merchants Bank. The guarantee provided by the company for Junlian Zhihang does not involve the new guarantee amount, and the total amount of guarantee provided for it is still 600 million yuan. 2. Provide guarantee for Ningbo Junsheng safety
In order to further improve the company's production capacity and regional market share, and further improve the company's automobile business in China, The company plans to apply for a comprehensive credit line of RMB 600 million from Bank Of China Limited(601988) Ningbo Branch (hereinafter referred to as "BOC Ningbo Branch") for Ningbo Junsheng security to provide the maximum amount of joint and several liability guarantee, It is proposed to provide full joint and several liability guarantee for Ningbo Junsheng security to apply for a loan of RMB 360 million from Industrial Bank Co.Ltd(601166) Ningbo Branch (hereinafter referred to as "industrial Ningbo Branch"). 3. Provide guarantees for Junsheng security S.A., Junsheng Security No. 3, Junsheng security USA and Junsheng security Japan
On August 19, 2021, the company disclosed the guarantee with the maximum principal amount of no more than US $1.35 billion for Junsheng security S.A., Junsheng Security No. 3, Junsheng security USA and Junsheng security Japan (for details, please refer to Ningbo Joyson Electronic Corp(600699) notice on the guarantee provided by the company and its subsidiaries for subsidiaries, Announcement No.: pro 2021039).
Now, due to the long-term development needs of the business of the above guaranteed subsidiaries, reducing financing costs and optimizing debt structure, the company plans to take the total $175 million shareholder loan (other receivables) provided to the holding subsidiaries KSS holdings, Inc. and joyson auto safety holdings S.A. (both holding subsidiaries of the company's automobile safety business) as the pledge object, The above-mentioned guarantee provided by Junsheng Bank Co., Ltd. and Junsheng Bank Co., Ltd. in combination with the above-mentioned US $1.3 billion security guarantee provided by Junsheng Bank Co., Ltd. and other security methods of Junsheng Bank Co., Ltd. to Shanghai Branch.
The US $175 million guarantee provided by the company for Junsheng security S.A., Junsheng Security No. 3, Junsheng security USA and Junsheng security Japan does not involve the new guarantee amount, which is an integral part of the above guarantee with a maximum amount of no more than US $1.35 billion. (II) the company's internal decision-making procedures for the performance of this guarantee
The company held the 20th meeting of the 10th board of directors on March 4, 2022, and deliberated and adopted the proposal on providing guarantee for subsidiaries with 8 affirmative votes, 0 negative votes and 0 abstention votes. The independent directors of the company expressed their independent opinions.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation. 2、 Basic information of guaranteed subsidiaries (I) Ningbo Junlian Zhihang Technology Co., Ltd
1. Enterprise name: Ningbo Junlian Zhihang Technology Co., Ltd;
2. Enterprise type: joint stock limited company (foreign investment, unlisted);
3. Date of establishment: September 7, 2016;
4. Registered address: 4th floor, building 5, No. 555, Dongqing Road, Ningbo high tech Zone, Zhejiang Province;
5. Registered capital: 67774083600 yuan;
6. Legal representative: Liu Yuan;
7. Relationship with the company: the company and its wholly-owned subsidiary preh GmbH hold about 75% in total, both of which are subsidiaries controlled by Lianzhi behavior company;
8. Business scope: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Software development; Manufacturing of intelligent on-board equipment; Internet of things equipment manufacturing; Sales of intelligent vehicle mounted equipment; Software outsourcing services; Manufacturing of communication equipment; Sales of mobile communication equipment; Satellite mobile communication terminal sales; Information system integration service; Smart home consumer equipment manufacturing; Virtual reality equipment manufacturing; Social and economic consulting services (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
Licensed items: import and export of goods; Technology import and export (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business projects shall be subject to the approval results);
9. Main financial indicators of the latest year
Unit: 10000 yuan
December 31, 2020 September 30, 2021
Total assets 408991432841
Total liabilities 168977189624
Net assets 240014243218
Project 2020 January September 2021
Operating income 330945276739
Net profit 750814092
(II) Ningbo Junsheng automobile safety system Co., Ltd
1. Company name: Ningbo Junsheng automobile safety system Co., Ltd;
2. Enterprise type: limited liability company (wholly owned by foreign legal person);
3. Date of establishment: January 20, 2017;
4. Registered address: 2 / F, building 005, No. 1266, Juxian Road, Ningbo high tech Zone, Zhejiang Province;
5. Registered capital: 80 million yuan;
6. Legal representative: Chen Wei;
7. Relationship with the company: Ningbo Junsheng safety is the holding subsidiary of the company;
8. Business scope of R & D and sales of auto parts and safety systems; R & D, manufacturing and sales of sensors and controllers of automotive active safety system; R & D, manufacturing and sales of child safety seats and parts; Self operated or acting as an agent for the import and export of various goods and technologies, except for the goods and technologies whose import and export are restricted or prohibited by the state. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments);
9. Main financial indicators of the latest year
Unit: 10000 yuan
December 31, 2020 September 30, 2021
Total assets 787138
Total liabilities 528078530730
Net assets 189760170545
Project 2020 January September 2021
Operating income 596595516173
Net profit 3938120568
(Ⅲ)Joyson Auto Safety S.A.
1. Company name: joyson auto safety S.A;
2. Enterprise type: joint stock limited company;
3. Date of establishment: September 12, 2017;
4. Registered address: 33 puITs Romain street, Bertrand 8070;
5. Business scope: project investment, financing, enterprise management, etc;
6. Share capital: 30000 euros;
7. Junsheng safety S.A. is a wholly-owned subsidiary of joyson auto safety holdings S.A;
8. Another major financial indicators of Junsheng safety S.A. in the latest year
Unit: 10000 yuan
December 31, 2020 September 30, 2021
Total assets 35116463288134
Total liabilities 23451912175715
Net assets 11664551112419
Project 2020 January September 2021
Operating income 33137602431939
Net profit - 138647 - 102409
(Ⅳ)Joyson Safety Systems Holdings No.3 S.à r.I.
1. Company name: joyson safety systems holdings No.3 s. à R.I;
2. Enterprise type: limited liability company;
3. Date of establishment: January 8, 2018;
4. Registered address: 33 puITs Romain street, Bertrand 8070;
5. Business scope: project investment, financing, enterprise management, etc;
6. Registered capital: 12000 euros;
7. Junsheng safety No. 3 is a wholly-owned subsidiary of Junsheng safety S.A. (V) joyson safety systems acquisitions LLC
1. Company name: joyson safety systems acquisitions LLC;
2. Enterprise type: limited liability company;
3. Date of establishment: December 18, 2017;
4. Registered address: Delaware, USA
