Citic Securities Company Limited(600030)
About Shenzhen Senior Technology Material Co.Ltd(300568)
Verification opinions on providing guarantee for bank financing of subsidiaries
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) is a sponsor of Shenzhen Senior Technology Material Co.Ltd(300568) (hereinafter referred to as “company”, “listed company” or ” Shenzhen Senior Technology Material Co.Ltd(300568) “) issuing convertible corporate bonds to unspecified objects and listing on GEM. In accordance with the measures for the administration of securities issuance and listing recommendation business, the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), the Shenzhen Stock Exchange GEM listed companies standardized operation guidelines (revised in 2020) and other relevant provisions, Citic Securities Company Limited(600030) has carefully verified the matters Shenzhen Senior Technology Material Co.Ltd(300568) intends to provide guarantee for the bank financing of its subsidiaries, The details are as follows:
1、 Overview of guarantee
In order to meet the capital needs of the production, construction and operation of the company’s subsidiaries, the company’s subsidiaries intend to apply to the bank for comprehensive credit business, and the company will provide a guarantee with a total amount of no more than RMB 5.8 billion, including but not limited to joint and several liability guarantee, asset mortgage and other methods. The specific guarantee amount is as follows:
Unit: 100 million yuan
Name of guarantor name of guaranteed person shareholding ratio guarantee amount
Hefei Xingyuan new energy materials Co., Ltd. 41.54% 3.5
(hereinafter referred to as “Hefei Xingyuan”)
Jiangsu Xingyuan New Material Technology Co., Ltd. 100% 10
(hereinafter referred to as “Jiangsu Xingyuan”)
Changzhou Xingyuan new energy materials Co., Ltd. 100% 10
Shenzhen Xingyuan (hereinafter referred to as “Changzhou Xingyuan”)
Material technology stock Shenzhen Senior Technology Material Co.Ltd(300568) International (Hong Kong) Co., Ltd
1 Limited (hereinafter referred to as “Hong Kong Xingyuan”) 100% share
Senior Material（Europe）AB 100% 10
(hereinafter referred to as “Eurostar”)
Shenzhen Senior Technology Material Co.Ltd(300568) (Nantong) new material technology Co., Ltd. 100% 23.5
Company (hereinafter referred to as “Nantong Xingyuan”)
Total — 58
Within the guarantee limit of no more than RMB 5.8 billion, the management of the company can make a comprehensive assessment according to the actual operation
On February 28, 2022, the 20th meeting of the 5th board of directors of the company deliberated and adopted the proposal on the company providing guarantee for bank financing of subsidiaries with 7 affirmative votes, 0 negative votes and 0 abstention votes. After the board of directors of the company deliberates and approves the guarantee, it can be implemented only after it is submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval. The guarantee occurs from the date of deliberation and approval of the 2021 annual general meeting of shareholders of the company to the date of convening the 2022 annual general meeting of shareholders. During the authorization period, the company’s subsidiaries can recycle the above guarantee amount.
2、 Basic information of the guaranteed
(I) basic information of Hefei Xingyuan
Company name: Hefei Xingyuan new energy materials Co., Ltd
Date of establishment: January 5, 2016
Registered capital: 650 million yuan
Legal representative: Wu Zhouji
Address: No. 128, Chengxi Avenue, economic development zone, Lujiang County, Hefei City, Anhui Province
Business scope: R & D, production, sales and service of lithium-ion battery diaphragm and various functional membranes (the above items do not include items requiring pre-approval and prohibition according to national regulations); Operate the export business of the enterprise’s own products and technologies and the import business of mechanical equipment, spare parts, raw and auxiliary materials and technologies required by the enterprise (except for the goods and technologies limited or prohibited by the state); Road general cargo transportation. (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 41.54% of its equity. According to the articles of association of Hefei Xingyuan, the company exercises the shareholders’ voting rights according to the proportion of 41.54% of its equity held by Hefei Xingyuan. At the same time, on the premise of ensuring the average annual rate of return of Hefei Urban Construction Development Co.Ltd(002208) Investment Holding Co., Ltd. (unless otherwise agreed by the resolution), the company enjoys the remaining distributed profits of Hefei Xingyuan at the proportion of 60%, It also has a majority of seats on the board of directors of Hefei Xingyuan, and is able to appoint or approve the arrangement of general manager and key management personnel such as finance, production, technology and personnel of Hefei Xingyuan by controlling the board of directors of Hefei Xingyuan, and determine the major matters of Hefei Xingyuan for its own interests, that is, the company can actually control the daily operation and management activities of Hefei Xingyuan through the above arrangement. Therefore, the company has control over Hefei Xingyuan, so it is included in the scope of consolidated statements.
Main financial data: as of December 31, 2021, Hefei Xingyuan has total assets of 65091612606 yuan, total liabilities of 13980819089 yuan, net assets of 51110793517 yuan and asset liability ratio of 21.48%; In 2021, the operating income was 16019179295 yuan and the net profit was 790923183 yuan. (II) basic information of Jiangsu Xingyuan
Company name: Jiangsu Xingyuan New Material Technology Co., Ltd
Date of establishment: March 12, 2018
Registered capital: 300 million yuan
Legal representative: Wang Yongguo
Address: No. 888, Xingdong Road, Wujin District, Changzhou City
Business scope: R & D and sales of lithium ion battery isolation materials, nano materials and various functional materials; Computer software development (the above items do not include the items requiring pre-approval and prohibited items stipulated by the state); Manufacturing of lithium ion battery diaphragm; Road general cargo transportation; Self support and agency of import and export business of various commodities and technologies.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Relationship with the company: Jiangsu Xingyuan is a wholly-owned subsidiary of the company, and the company directly holds 100% of its equity. Main financial data: as of December 31, 2021, Jiangsu Xingyuan has total assets of 180686290963 yuan, total liabilities of 78884087956 yuan, net assets of 101802203007 yuan and asset liability ratio of 43.66%; In 2021, the operating revenue was 69560916434 yuan and the net profit was 6498335799 yuan. (III) basic information of Changzhou Xingyuan
Company name: Changzhou Xingyuan new energy materials Co., Ltd
Date of establishment: April 5, 2017
Registered capital: 300 million yuan
Legal representative: Zhang Yingqiang
Address: 888 Dongxing Road, Changzhou
Business scope: R & D and sales of lithium ion battery isolation materials and various functional materials; Computer software development (the above items do not include the items requiring pre-approval and prohibited items stipulated by the state); Manufacturing of lithium ion battery diaphragm; Road general cargo transportation; Self support and agency of import and export business of various commodities and technologies. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Relationship with the company: Changzhou Xingyuan is a wholly-owned subsidiary of the company, and the company directly holds 100% of its equity. Main financial data: as of December 31, 2021, Changzhou Xingyuan has total assets of 239149529456 yuan, total liabilities of 126805746904 yuan, net assets of 112343782552 yuan and asset liability ratio of 53.02%; In 2021, the operating income was 70462234292 yuan and the net profit was 12877161798 yuan. (IV) basic information of Star source in Hong Kong
Company name: Shenzhen Senior Technology Material Co.Ltd(300568) International (Hong Kong) Limited
Date of establishment: March 7, 2017
Registered capital: HK $30 million
Business scope: engaged in product R & D, production, sales, agency, trade import and export.
Relationship with the company: Hong Kong Xingyuan is a wholly-owned subsidiary of the company, and the company directly holds 100% of its equity. Main financial data: as of December 31, 2021, Hong Kong Xingyuan had total assets of 4801223786 yuan, total liabilities of 384954756 yuan, net assets of 441626903 yuan and asset liability ratio of 8.02%; In 2021, the operating revenue was 8531098660 yuan and the net profit was 645114000 yuan.
(V) basic information of European star sources
Registered name: senior material (Europe) ab
Chinese name of the company: Shenzhen Senior Technology Material Co.Ltd(300568) (Europe) Co., Ltd
Company type: limited liability company
Registered capital: SEK 25000
Registration No.: 5592660723
Initial registered address: advokatfirman Vinge KB, box 170311187 Stockholm
Ownership structure: the company holds 100% of its equity
Business scope: R & D, production and sales of lithium ion battery diaphragm and various functional membranes
Main financial data: as of December 31, 2021, the total assets of Eurostar are 17539295119 yuan, the total liabilities are 54591114 yuan, the net assets are 12079704005 yuan, and the asset liability ratio is 31.13%; In 2021, the operating income was 0.00 yuan and the net profit was -197438777 yuan.
(VI) basic information of Nantong Star source
Company name: Shenzhen Senior Technology Material Co.Ltd(300568) (Nantong) new material technology Co., Ltd
Date of establishment: June 18, 2021
Registered capital: 600 million yuan
Legal representative: Liu shougui
Address: room 425, No. 42, Guangzhou road, Nantong Development Zone
Business scope: licensed items: Road cargo transportation (excluding dangerous goods); Import and export of goods; Technology import and export (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results) general projects: research and development of new material technology; New material technology promotion services; Battery manufacturing; Plastic products manufacturing; Sales of plastic products; Software development (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
Relationship with the company: Nantong Xingyuan is a wholly-owned subsidiary of the company, and the company directly holds 100% of its equity. Main financial data: as of December 31, 2021, Nantong Xingyuan has not actually carried out business activities. 3、 Main contents of the guarantee agreement
The company has not signed an agreement with relevant institutions on the above external guarantee. This matter is to determine the general arrangement of annual guarantee. The specific contents of the relevant guarantee agreement will be jointly negotiated and determined by the company, the guaranteed subsidiary and the bank.
4、 Accumulated external guarantee and overdue guarantee of the company
As of February 28, 2022, the actual guarantee balance of the company and its subsidiaries was 1800916700 yuan, accounting for 42.21% of the audited net assets of the company at the end of 2021. The above guarantees comply with the relevant provisions of the CSRC, and there is no illegal guarantee. The company does not have overdue guarantee, nor does it provide guarantee for controlling shareholders, actual controllers and their related parties.
5、 Opinions of the board of directors
The board of Directors believes that the guarantee amount is mainly to meet the production, construction and business development needs of subsidiaries. The guaranteed subsidiary is in stable financial condition and the financial risk is controllable. This guarantee is in line with the overall interests of the company and is conducive to supporting the operation and sustainable development of subsidiaries. There is no violation of relevant laws and regulations and does not damage the interests of listed companies and shareholders. The board of directors agrees to the above guarantee.
6、 Opinions of independent directors
The board of supervisors believes that the guarantee matters involved in the proposal on providing guarantee for subsidiaries deliberated and adopted at the 20th meeting of the Fifth Board of directors of the company are to support the construction and development of subsidiaries. The guarantee objects of the company are all subsidiaries of the company. The company has the ability to control its operation and management risks during the guarantee period, and the financial risks are within the control of the company, It will not adversely affect the normal operation and business development of the company, and will not damage the interests of the company and shareholders, especially the interests of minority shareholders. The voting procedure is legal and effective. The board of supervisors unanimously agreed on the above guarantee matters and agreed to submit the above guarantee matters to the general meeting of shareholders for deliberation.
7、 Opinions of the sponsor
After verification, the recommendation institution believes that:
The company is the holding subsidiary Hefei Xingyuan, and the guarantee provided by the wholly-owned subsidiaries Jiangsu Xingyuan, Changzhou Xingyuan, Hong Kong Xingyuan, Europe Xingyuan and Nantong Xingyuan has been deliberated and approved at the 20th meeting of the Fifth Board of directors, and the independent directors have expressed their consent to the matter. Such guarantee matters need to be submitted to the general meeting of shareholders of the company for approval before implementation. The guarantee provided by the company for its subsidiaries complies with the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem.
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