Securities code: Shenzhen Clou Electronics Co.Ltd(002121) securities abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) Announcement No.: 2022022 Shenzhen Clou Electronics Co.Ltd(002121)
With regard to the announcement of accepting guarantees from related parties and providing counter guarantees and related party transactions to them, the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Overview of related party transactions
Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as "the company") intends to apply to China Resources SDIC Trust Co., Ltd. for a loan with a total amount of no more than (including) 300 million yuan and a loan term of no more than one year in order to further expand financing channels and supplement working capital. Shenzhen hi tech investment and Financing Guarantee Co., Ltd. (hereinafter referred to as "hi tech investment and financing") provides joint and several liability guarantee for the company's above loan application to China Resources SDIC Trust Co., Ltd. with a total amount of no more than (including) 300 million yuan. The company provides mortgage counter guarantee to hi tech investment and financing with the property legally owned and entitled to dispose of.
In order to meet the capital needs of production and operation and ensure sustainable development, the company plans to apply to Bank Of China Limited(601988) Shenzhen high tech Zone sub branch for a total credit of no more than 300 million yuan and a loan term of no more than one year, of which 80 million yuan is financed by Shenzhen high tech investment and Financing Guarantee Co., Ltd. to provide joint and several liability guarantee for the company. Huang Qing and Shi LAN, deputy general managers of Shenzhen capital operation group Co., Ltd., the controlling shareholders of the company, are the directors of Shenzhen hi tech Investment Group Co., Ltd., the controlling shareholder of Shenzhen hi tech investment and Financing Guarantee Co., Ltd. according to the relevant provisions of the stock listing rules of Shenzhen stock exchange, Shenzhen hi tech investment and Financing Guarantee Co., Ltd. is the related party of the company, This transaction constitutes a connected transaction.
The 13th (Interim) meeting of the 8th board of directors of the company deliberated and adopted the proposal on accepting guarantees from related parties and providing counter guarantees and related party transactions with 9 affirmative votes, 0 negative votes and 0 abstention, and the independent directors expressed their prior approval opinions and independent opinions. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction does not involve related directors, and there is no situation in which directors avoid voting. This transaction needs to be submitted to the general meeting of shareholders for deliberation, and related shareholders must avoid voting. After being approved by the general meeting of shareholders, the management of the company is authorized to sign corresponding agreements and other written documents.
This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of related parties
Company name: Shenzhen hi tech investment and Financing Guarantee Co., Ltd
Enterprise type: limited liability company
Date of establishment: April 1, 2011
Registered capital: 700 million yuan
Legal representative: Liu Hua
Address: unit 351023, Luohu business center, No. 2028, Shennan East Road, Chengdong community, Dongmen street, Luohu District, Shenzhen
Business scope: providing financing guarantees such as loan guarantee and letter of credit guarantee for enterprises and individuals; Carry out re guarantee business; Handle bond issuance guarantee business; Concurrently engaged in litigation preservation guarantee, performance guarantee business, financing consulting, financial consulting and other intermediary services related to guarantee business, and invested with its own funds; Own property lease.
Equity structure: Shenzhen hi tech Investment Group Co., Ltd. holds 46.33% equity; Shenzhen Luohu guidance fund investment Co., Ltd. holds 27.07% equity; Shenzhen Financial Service Center holds 26.60% equity.
Main financial data:
As of December 31, 2020, the total assets of high-tech investment and financing were 851262 million yuan, the total liabilities were 883.49 million yuan and the net assets were 762913 million yuan; In 2020, the operating revenue will be 625.08 million yuan, the operating profit will be 484.79 million yuan and the net profit will be 355.74 million yuan. (audited)
As of September 30, 2021, the total assets of high-tech investment and financing are 854487 million yuan, the total liabilities are 884.62 million yuan and the net assets are 766025 million yuan; From January to September 2021, the company realized an operating revenue of 458.61 million yuan, an operating profit of 458.48 million yuan and a net profit of 344.03 million yuan. (Unaudited)
Related relationship: Huang Qing and Shi LAN, the controlling shareholders of the company and the deputy general manager of Shenzhen capital operation group Co., Ltd., are the directors of Shenzhen hi tech Investment Group Co., Ltd., the controlling shareholder of Shenzhen hi tech investment and Financing Guarantee Co., Ltd. according to the Shenzhen related parties.
According to the inquiry on the website of the Supreme People's court, the high-tech investment and financing is not a dishonest person to be executed.
3、 Main contents of related party transactions
The company plans to apply to China Resources SDIC Trust Co., Ltd. for a loan with a total amount of no more than (including) RMB 300 million and a loan term of no more than one year. High tech investment and financing provides joint and several liability guarantee for the above-mentioned loan with a total amount of no more than (including) RMB 300 million to China Resources SDIC Trust Co., Ltd, The company pays the guarantee fee to the guarantor hi tech investment and financing at 1% of the actual guarantee amount every year, and the company provides mortgage counter guarantee to hi tech investment and financing with the property legally owned and entitled to dispose of.
The company plans to apply to Bank Of China Limited(601988) Shenzhen hi tech Zone sub branch for a total credit of no more than 300 million yuan and a loan term of no more than one year, of which 80 million yuan is financed by Shenzhen hi tech investment and Financing Guarantee Co., Ltd. to provide joint and several liability guarantee for the company, and the company will pay the guarantee fee to the guarantor hi tech investment and financing at 2% of the actual guarantee amount every year.
At present, the company has not signed relevant guarantee and counter guarantee agreements with high-tech investment and financing, and the specific contents shall be subject to the actually signed agreements.
4、 Transaction purpose and impact on the company
The company's acceptance of the guarantee of the related party's high-tech investment and financing and the provision of counter guarantee are based on the company's financing needs, which is conducive to the company's broadening of financing channels and meeting the daily operation capital needs, has a positive impact on the company's financial status and production and operation, does not affect the independence of the company, and is in line with the interests of the company and all shareholders. The price of this connected transaction is determined through friendly negotiation between both parties. The price is reasonable and in line with market rules. There is no situation that damages the interests of the company, all shareholders, especially small and medium-sized shareholders.
5、 From the beginning of 2022 to the disclosure date, the total amount of various related party transactions with the related party has been accumulated
In addition to this transaction, from the beginning of 2022 to the disclosure date of this announcement, the total amount of various new related party transactions between the company and Shenzhen hi tech investment and Financing Guarantee Co., Ltd. is 0 yuan.
6、 Prior approval and independent opinions of independent directors
1. Prior approval opinion
After fully understanding the company's acceptance of guarantees from related parties and the provision of counter guarantees to them, we believe that the company's acceptance of guarantees from related parties for high-tech investment and financing and the provision of counter guarantees to them are based on the company's financing needs, which is conducive to the company's broadening of financing channels, meeting the daily operation capital needs, and has a positive impact on the company's financial situation and production and operation, And does not affect the independence of the company, and there is no situation that damages the interests of the company, all shareholders, especially minority shareholders. Therefore, we agree to submit the proposal on accepting guarantees from related parties and providing counter guarantees and related party transactions to the board of directors of the company for deliberation.
2. Independent opinion
The company's acceptance of the guarantee of the related party's high-tech investment and financing and the provision of counter guarantee are based on the company's financing needs, which is conducive to the company's broadening of financing channels and meeting the daily operation capital needs, has a positive impact on the company's financial status and production and operation, does not affect the independence of the company, and is in line with the interests of the company and all shareholders. The price of this related party transaction is determined by both parties through friendly negotiation. The price is reasonable and in line with market rules. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction does not involve affiliated directors, there is no avoidance of voting by directors, the relevant deliberation and decision-making procedures are legal and effective, and there is no damage to the interests of the company, all shareholders, especially small and medium-sized shareholders. Therefore, we agree to the proposal on accepting guarantees from related parties and providing counter guarantees and related party transactions to them, and agree to submit it to the general meeting of shareholders of the company for deliberation.
7、 Opinions of the board of supervisors
The company's acceptance of the guarantee of the related party's high-tech investment and financing and the provision of counter guarantee are based on the company's financing needs, which is conducive to the company's broadening of financing channels and meeting the daily operation capital needs, has a positive impact on the company's financial status and production and operation, does not affect the independence of the company, and is in line with the interests of the company and all shareholders. The price of this connected transaction is determined through friendly negotiation between both parties. The price is reasonable and in line with market rules. There is no situation that damages the interests of the company, all shareholders, especially small and medium-sized shareholders. Therefore, we agree to accept the guarantee from related parties and provide counter guarantee to them.
8、 Cumulative guarantee quantity and overdue guarantee quantity
As of January 31, 2022, the cumulative guarantee amount approved by the company and its subsidiaries is RMB 1434 million, accounting for 100.12% of the audited net assets as of December 31, 2020; The actual amount of guarantee is 695325700 yuan, accounting for 48.55% of the audited net assets as of December 31, 2020.
In the total amount of guarantee approved through the above deliberation, except that the company provides joint and several liability guarantee of no more than RMB 300 million for the entrusted loan business of the joint-stock subsidiary Jiangxi Keneng energy storage battery system Co., Ltd., the rest are guarantees for subsidiaries within the scope of consolidated statements. The 243 million yuan loan guaranteed by the company for Jiangxi Keneng energy storage battery system Co., Ltd. has expired. Jiangxi Keneng energy storage battery system Co., Ltd. cannot repay the loan. The creditor filed a lawsuit with the company to require the company to perform the full guarantee liability. The company has made a pre litigation settlement with the creditor and signed the guarantee compensation agreement.
9、 Documents for future reference
1. Resolutions of the 13th (Interim) meeting of the 8th board of directors;
2. Resolutions of the seventh (Interim) meeting of the eighth board of supervisors;
3. Independent directors' prior approval opinions and independent opinions.
It is hereby announced.
Shenzhen Clou Electronics Co.Ltd(002121)
Board of directors
March 6, 2002
