Securities code: Suzhou Victory Precision Manufacture Co.Ltd(002426) securities abbreviation: Suzhou Victory Precision Manufacture Co.Ltd(002426) Announcement No.: 2022025 Suzhou Victory Precision Manufacture Co.Ltd(002426)
Announcement on external guarantee of the company
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.
1、 Overview of guarantee
1. In view of the fact that the company is currently promoting the equity transfer of Nanjing Dele Technology Co., Ltd. (hereinafter referred to as "Nanjing Dele"), in order to ensure the normal and stable production and operation of Nanjing Dele in the process of equity transfer, solve its production and operation capital needs, and promote its business development and economic benefits, On March 6, 2022, the company held the 20th meeting of the 5th board of directors, deliberated and approved the proposal on providing guarantee for joint-stock companies, and agreed that the company would provide guarantee for Nanjing Dele with a guarantee amount of no more than 300 million yuan, including but not limited to bank loans, bank acceptance bills, letters of credit, letters of guarantee, factoring and other varieties, The guarantee methods include but are not limited to joint and several liability guarantee, mortgage guarantee and other methods, which shall be subject to the relevant agreements actually signed.
The validity period of the above guarantee limit is from the date of approval by the general meeting of shareholders to December 31, 2022. At any time point during the validity period of the guarantee limit, the actual new guarantee balance of the company shall not exceed 300 million yuan, and the limit can be recycled within the validity period. Within this limit, the company will not submit each guarantee matter to the board of directors and the general meeting of shareholders for deliberation, At the same time, the board of directors of the company requests the general meeting of shareholders to authorize the operation and management to handle relevant matters.
2. Before the completion of 49% equity transfer, Nanjing Dele is a joint-stock company of the company, and other shareholders of Nanjing Dele will provide guarantees with the same conditions according to their equity ratio, that is, Mr. Chen Zhu, the actual controller of other shareholders of Nanjing Dele, will personally bear unlimited joint and several liability for the guarantee of Nanjing Dele within the guarantee amount and period provided by Suzhou Victory Precision Manufacture Co.Ltd(002426) for Nanjing Dele; After the 49% equity transfer is completed, the company will sign a separate agreement with the shareholders of Nanjing Dele to agree on risk control measures in accordance with the stock listing rules of Shenzhen Stock Exchange (revised in 2022), self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - Guidelines for standardized operation of listed companies (revised in 2022) and other relevant provisions, The shareholders of Nanjing Dele shall provide counter guarantee of Suzhou Victory Precision Manufacture Co.Ltd(002426) with the same conditions. 3. The company held the 20th meeting of the 5th board of directors on March 6, 2022, and deliberated and adopted the proposal on providing guarantee for joint-stock companies with 6 affirmative votes, 0 negative votes and 0 abstention votes.
4. This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, does not constitute a reorganization and listing, and does not need to be approved by relevant departments. According to the Listing Rules of Shenzhen Stock Exchange (revised in 2022), self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - Guidelines for standardized operation of listed companies (revised in 2022), the articles of association and other relevant provisions, this guarantee still needs to be approved by the general meeting of shareholders of the company.
2、 Basic information of the guaranteed party
1. Company name: Nanjing Dele Technology Co., Ltd
2. Nature of enterprise: limited liability company
3. Address: Xuzhuang Software industry base, No. 699-1, Xuanwu Avenue, Xuanwu District, Nanjing
4. Legal representative: Chen Zhu
5. Registered capital: 515 million yuan
6. Date of establishment: March 27, 2004
7. Unified social credit Code: 913201007594671321
8. Business scope: R & D, design, production and sales of communication equipment, computer software and hardware, computing system integration, electronic products, communication network physical connection and distribution products, instrument products focusing on the construction, maintenance and use of optical communication network, new energy application integration products and energy conservation and emission reduction application integration products; Maintenance of communication equipment; Engineering planning, design, construction, supervision and agency maintenance services of complete sets of communication equipment; Acting for the development of telecommunications services; Household Electric Appliances; Camera equipment, daily necessities, office equipment, computers and auxiliary equipment, computer parts, hardware and electrical appliances, cultural and sporting goods, cosmetics, sanitary supplies, handicrafts, jewelry, building materials, decorative materials, bicycles, electric bicycles, motorcycles, automobiles, food (only after obtaining permission or approval), textiles, toys, clothing, shoes and hats Luggage, home accessories, primary Shenzhen Agricultural Products Group Co.Ltd(000061) , smart card sales; Recycling of waste materials (excluding goods specially controlled by the state) installation and maintenance of refrigeration equipment and household appliances; Conference services and e-commerce services; Warehousing services (excluding dangerous goods); Road freight forwarder; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies restricted or prohibited by the state); Car Rental; Real estate brokerage; Corporate image planning; Enterprise management and tourism information consultation; Design, produce and release all kinds of advertisements in China. (for items subject to approval according to law, business activities can be carried out only after approval by relevant departments) general items: Sales of class II medical devices; Sales of electronic fumigants (non tobacco products and non tobacco components); Internet sales of food (only pre packaged food); Food sales (only pre packaged food is sold) (except for the items subject to approval according to law, the business activities shall be carried out independently according to law with the business license) are limited to branches: the production of electronic fumigants (non tobacco products and non tobacco ingredients)
9. Ownership structure:
Name of shareholder subscribed capital contribution (RMB 10000) proportion of subscribed capital contribution in registered capital
Suzhou Victory Precision Manufacture Co.Ltd(002426) 25,235 49%
Nanjing Dele business management collection 1545030%
Group Co., Ltd. (note)
Nanjing Xingyue Business Management Co., Ltd. 1081521%
Partnership (limited partnership)
Total 51500100%
Note: Nanjing Dele Business Management Co., Ltd. changed its name to Nanjing Dele Business Management Group Co., Ltd. on February 21, 2022
10. History and development of main businesses in recent three years
Nanjing Dele was founded on March 27, 2004 with a registered capital of 515 million yuan. The company holds 49% of its equity and is a joint-stock company of the company. Nanjing Dele is mainly engaged in channel service business. Through cooperation with mobile communication enterprises, it provides comprehensive channel services such as product purchase guidance, sales and after-sales. It is a leading mobile communication channel service provider in the region.
In recent three years, the main business has not changed significantly.
11. Main financial indicators:
Unit: RMB
December 31, 2021 December 31, 2020
Total assets 199259731629205801834934
Total liabilities 9306115044499575285124
Net assets 106198581185106226549810
Asset liability ratio 46.70% 48.38%
Project year 2021 to 2020
Operating income 326286663149385146116997
Operating profit 2183860731158888214
Net profit 99469578564082797
Note: the above 2020 data were audited by Tianheng Certified Public Accountants (special general partnership) Suzhou Branch and issued the "Tianheng Shenzi (2021) No. 01993" audit report on the 2020 financial statements of Nanjing Dele Technology Co., Ltd; The data of 2021 is unaudited.
12. Other instructions
Through China executive information disclosure network（ http://zxgk.court.gov.cn./ ）According to the verification, as of the date of this announcement, Nanjing Dele has not been included in the list of dishonest persons and subject to joint punishment. At present, Nanjing Dele has normal production and operation, stable business development, normal performance ability and good credit status. 3、 Main contents of guarantee matters
The company provides guarantee for Nanjing Dele when it applies for bank credit, acceptance bill, letter of credit or other daily business needs. The specific guarantee method, term, amount and other terms shall be jointly negotiated and determined by Nanjing Dele and banks within the scope of the above guarantee limit, and the officially signed guarantee document shall prevail. Within the validity period, the above guarantee amount can be recycled, and the final actual newly added guarantee balance shall not exceed the guarantee amount approved this time.
4、 Opinions of the board of directors
This external guarantee is the continuation of the company's guarantee for Nanjing Dele, a joint-stock company in the early stage, after the expiration of the guarantee. It aims to meet the needs of Nanjing Dele's daily operation and business development, provide liquidity capital support, ensure the continuous and stable financing business, facilitate the stable development and benefit improvement of the guaranteed party's business, have a positive impact on the development of the company and comply with the overall interests of the company.
In view of the fact that the company is currently promoting the equity transfer of Nanjing Dele approved by the fifth extraordinary general meeting of shareholders in 2020, before the completion of 49% equity transfer, Nanjing Dele is a joint-stock company of the company, and other shareholders of Nanjing Dele will provide guarantees with the same conditions according to their equity proportion, that is, within the guarantee amount and period provided by Suzhou Victory Precision Manufacture Co.Ltd(002426) for Nanjing Dele this time, Mr. Chen Zhu, the actual controller of other shareholders of Nanjing Dele, personally bears unlimited joint and several liability for the guarantee of Nanjing dele. All parties implement unified standards, and there is no damage to the interests of listed companies; After the 49% equity transfer is completed, the company will sign a separate agreement with the shareholders of Nanjing Dele to agree on risk control measures in accordance with the stock listing rules of Shenzhen Stock Exchange (revised in 2022), self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - Guidelines for standardized operation of listed companies (revised in 2022) and other relevant provisions, The shareholders of Nanjing Dele shall provide counter guarantee of Suzhou Victory Precision Manufacture Co.Ltd(002426) with the same conditions.
In addition, Nanjing Dele has normal production and operation, good solvency and good credit status. The above guarantee complies with the provisions of the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120) jointly issued by China Securities Regulatory Commission and China Banking Regulatory Commission. The risk of this guarantee is within the controllable range and will not damage the listed company and all shareholders, In particular, the interests of minority shareholders will not have a significant adverse impact on the company's business activities, and agree to authorize Mr. Gao Yugen, chairman of the company, or the authorized agent designated by the chairman to sign relevant legal documents and handle specific matters on behalf of the company.
5、 Independent opinions of independent directors
This external guarantee is the continuation of the company's guarantee for Nanjing Dele, a joint-stock company in the early stage, after the expiration of the guarantee. It aims to meet the needs of Nanjing Dele's daily operation and business development, provide liquidity support for it, ensure the continuous and stable financing business, and the company has taken necessary risk control and guarantee measures for the guarantee.
In view of the fact that the company is currently promoting the equity transfer of Nanjing Dele approved by the fifth extraordinary general meeting of shareholders in 2020, before the completion of 49% equity transfer, Nanjing Dele is a joint-stock company of the company, and other shareholders of Nanjing Dele provide guarantee with the same conditions according to their equity proportion, that is, within the guarantee amount and period provided by Suzhou Victory Precision Manufacture Co.Ltd(002426) for Nanjing Dele this time, Mr. Chen Zhu, the actual controller of other shareholders of Nanjing Dele, personally assumes unlimited joint and several liability for the guarantee of Nanjing Dele; After the 49% equity transfer is completed, the company will sign a separate agreement with the shareholders of Nanjing Dele to agree on risk control measures in accordance with the stock listing rules of Shenzhen Stock Exchange (revised in 2022), self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - Guidelines for standardized operation of listed companies (revised in 2022) and other relevant provisions, The shareholders of Nanjing Dele will provide the counter guarantee of Suzhou Victory Precision Manufacture Co.Ltd(002426) with the same conditions. All parties implement the unified standard, and there is no damage to the interests of the listed company. In addition, Nanjing Dele has the ability of continuous operation and debt repayment, and the overall risk is controllable.
According to the regulations of Shenzhen Stock Exchange on the review and regulation of listed companies (No. 2022 revised by the board of directors of Shenzhen Stock Exchange) and the regulations on the legal operation of Listed Companies in 2022. This transaction will not affect the daily operation of the company and will not damage the interests of the company and all shareholders, especially minority shareholders.
Therefore, we agree to the guarantee provided by the company and submit it to the general meeting of shareholders for deliberation.
6、 Accumulated external guarantees and overdue guarantees
As of the date of this announcement, after this guarantee, the total external guarantee of the company and its holding subsidiaries was 4.414 billion yuan, accounting for 96.84% of the audited net assets of the company at the end of 2020; The actual external guarantee amount of listed companies and holding subsidiaries was 1.088 billion yuan, accounting for 23.88% of the audited net assets of the company at the end of 2020; The total balance of guarantees provided by the company and its holding subsidiaries to units outside the consolidated statements is 666 million yuan (of which, the balance of guarantees provided by the company to puqiang electronics, a joint-stock company, is 8139200 yuan; the balance of guarantees provided to Fuqiang technology, a former wholly-owned subsidiary, is 438 million yuan)（
