Securities code: 603982 securities abbreviation: Nanjing Chervon Auto Precision Technology Co.Ltd(603982) Announcement No.: 2021-110 convertible bond Code: 113629 convertible bond abbreviation: Quanfeng convertible bond
Nanjing Chervon Auto Precision Technology Co.Ltd(603982)
Announcement on European subsidiaries applying for project loans from banks and being guaranteed by the company
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 tips:
Name of the guaranteed: Chervon auto precision technology (Europe) limited liability company (hereinafter referred to as "European subsidiary")
The guarantee amount and the guarantee balance actually provided for it: the guarantee amount is expected to not exceed 40 million euros, and the guarantee balance actually provided for it is 0 yuan.
Whether there is counter guarantee in this guarantee: None
Cumulative overdue amount of external guarantee: None
The guarantee still needs to be submitted to the general meeting of shareholders for deliberation.
1、 Overview of guarantee
(i) Basic information of this guarantee
Nanjing Chervon Auto Precision Technology Co.Ltd(603982) (hereinafter referred to as "the company") ）In order to meet the needs of European production base project construction and business development, the wholly-owned subsidiary, European subsidiary, plans to apply for a loan from the bank in the form of project loan, and the company provides joint and several liability guarantee for it, with the guarantee amount not exceeding 40 million euros, Meanwhile, the European subsidiary will add the real estate and land use right under its name for mortgage guarantee according to the project construction progress and the handling progress of real estate certificate. The specific mortgage details shall be subject to the contract signed between the European subsidiary and the bank. Within the above limit, the specific guarantee method and guarantee period shall be subject to the formal agreement or contract actually signed between the company and the European subsidiary and the bank, and the specific approval limit of project loan shall be subject to the final approval limit of the bank. After the bank limit is approved, the European subsidiary will apply to the bank for project loan according to the actual demand. The board of directors of the company authorizes the chairman and management of the company and its European subsidiaries to handle this guarantee within the above limit on behalf of the company and its European subsidiaries, and sign relevant legal documents.
（2） Internal decision-making procedures for the performance of guarantee matters
The company held the 21st Meeting of the second board of directors on December 29, 2021, deliberated and adopted the proposal on European subsidiaries applying for project loans from banks and being guaranteed by the company. When the board of Directors considers the guarantee, it shall be approved by more than half of all directors and approved by more than two-thirds of the directors attending the board meeting. The guarantee still needs to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
1. Company name: Chervon auto precision technology (Europe) limitedcapability company
2. Place of registration: Budapest, Hungary
3. Executive Directors: Deng Lingqu, Liu Zhiwen
4. Registered capital: 10000 euros
5. Shareholding ratio: the company holds 100% equity
6. Business scope: production and sales of auto parts
7. Financial data from one year to another
Unit: 10000 euros
Financial indicators September 30, 2021 December 31, 2020
Total assets 226.301 00
Total liabilities 235.740 00
Total bank loans 0.000 00
Total current liabilities 235.740 00
Net assets -9.441 00
Operating income: 0.000 00
Net profit -10.440 00
Note: the above data have not been audited
3、 Main contents of guarantee
As of the date of this announcement, the agreement related to this guarantee has not been signed. The specific content, term and amount of the agreement are determined after the final negotiation between the company and the bank, and the final actual guarantee amount does not exceed the guarantee amount approved in this review.
4、 Opinions of the board of directors
The 21st Meeting of the second board of directors of the company deliberated and adopted the proposal on European subsidiaries applying for project loans from banks and providing guarantee by the company, and agreed that European subsidiaries should apply for loans from banks in the form of project loans, and the company should provide joint and several liability guarantee for them, with the guarantee amount not exceeding 40 million euros, Meanwhile, the European subsidiary will add the real estate and land use right under its name for mortgage guarantee according to the project construction progress and the handling progress of real estate ownership certificate. The European subsidiary is a wholly-owned subsidiary of the company. The European production base is currently in the project construction period, and the company has control over its daily operation. The financial risk of this guarantee business is within the company's control, and the company's guarantee will not harm the interests of shareholders and the company.
5、 Opinions of independent directors
Independent directors express independent opinions as follows:
1. The European subsidiary is a wholly-owned subsidiary of the company. The company provides guarantee for it, mainly to meet the needs of project construction and business development of European production base. The company has the ability to control its operation and management risks during the guarantee period.
2. It is in the interests of all shareholders and the company to provide guarantee for European subsidiaries to apply for project loans, and there is no damage to the legitimate rights and interests of public shareholders and the interests of the company.
3. The guarantee content and decision-making procedures comply with the provisions of relevant laws, regulations, normative documents such as the Listing Rules of Shanghai Stock Exchange and the articles of association. When the board of directors deliberates the guarantee, it is approved by more than half of all directors and agreed by more than two-thirds of the directors attending the board of directors.
The independent directors agreed that the company would provide guarantee for the project loan applied by the European subsidiary and agreed to submit the proposal to the general meeting of shareholders for deliberation.
6、 The company's accumulated external guarantee quantity and expected guarantee quantity
As of the disclosure date of the announcement, the total amount of guarantees provided by the listed company to its holding subsidiaries was no more than 1.2 billion yuan, EUR 80 million or less (calculated at the exchange rate on December 29, 2021, the total amount is about RMB 1776 million). The above amount accounts for 113.86% of the latest audited net assets of the listed company, and the balance of guarantees actually provided to it is RMB 46.3094 million. In addition, the listed company and its holding subsidiaries have no other external guarantees, overdue external guarantees and involvement The external guarantee of the lawsuit and the loss to be borne due to the judgment of losing the guarantee.
It is hereby announced!
Nanjing Chervon Auto Precision Technology Co.Ltd(603982) board of directors December 30, 2021
