Securities code: Jiangsu Yunyi Electric Co.Ltd(300304) securities abbreviation: Jiangsu Yunyi Electric Co.Ltd(300304) Announcement No.: 2022009 Jiangsu Yunyi Electric Co.Ltd(300304)
Announcement on providing guarantee for holding subsidiaries to apply for credit line from banks
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.
Jiangsu Yunyi Electric Co.Ltd(300304) (hereinafter referred to as "the company") deliberated and adopted the proposal on providing guarantee for holding subsidiaries to apply for credit line from banks at the 17th meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors held on March 9, 2022. The relevant matters are announced as follows: I. overview of guarantee
In order to meet the needs of business development and production and operation funds, the board of directors agreed that the company's holding subsidiaries Xuzhou Yuntai Precision Technology Co., Ltd. (hereinafter referred to as "Yuntai company") and Jiangsu Yunrui Automotive Electrical System Co., Ltd. (hereinafter referred to as "Yunrui electrical appliance") applied for credit from Bank Of Nanjing Co.Ltd(601009) Xuzhou branch, Bank Of China Limited(601988) Xuzhou Tongshan sub branch and other banks, In order to support its business development and operating capital needs, the company plans to provide joint and several liability credit guarantee with a total amount of no more than RMB 100 million (the actual guarantee amount, type and term shall be subject to the final guarantee contract), accounting for 4.21% of the company's latest audited net assets. The total amount of guarantee to be provided by Taiyun Rui Electric Co., Ltd. does not exceed RMB 40 million, of which the total amount to be provided by Taiyun Rui Electric Co., Ltd. does not exceed RMB 60 million. The above guarantee amount shall be valid within one year from the date of deliberation and approval by the board of directors. The board of directors authorizes the chairman of the company to sign relevant legal documents on guarantee matters within the above limit.
According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, this external guarantee is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
1. The guarantor: Jiangsu Yunrui Automotive Electrical System Co., Ltd., a holding subsidiary with 52.5% of the company's shares, has absolute control over its daily operation.
Type: limited liability company
Address: No. 6 Fumin Road, No. 3 Industrial Park, Xuzhou high tech Industrial Development Zone
Legal representative: Ge Chunhua
Registered capital: 150 million yuan only
Date of establishment: February 7, 2013
Business term: February 7, 2013 to
Business scope: production and sales of motor and control system, wiper motor and control system, window motor and control system, blower motor and control system, cooling fan motor and control system, automobile electrical assembly and parts, software development and technical consulting services, R & D, production, sales and technical services of electronic components, mold R & D, manufacturing and sales, etc. Self operated and acting as an agent for the import and export of various commodities and technologies (except for those 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).
General items: manufacturing of micro and special motors and components; Sales of micro and special motors and components; Research and development of auto parts; Manufacturing of auto parts and accessories; Wholesale of auto parts; Sales of rubber products; Manufacturing of rubber products (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
Main audited financial indicators of Yunrui electric appliance:
Unit: RMB
December 31, 2021 December 31, 2020
Total assets 1526269467116130204855
Total liabilities 56090097476597334650
Including: total bank loans 20 Shenzhen Sunlord Electronics Co.Ltd(002138) 892503027778
Total current liabilities 50035393645702507499
Net assets 96536849249532870205
Operating income 93665869226691810306
Total profit 41636391 -416302396
Net profit -20824517 -503939084
Yunrui electric appliance has good credit status and corporate image, and there is no major civil litigation or arbitration. It is not the person subject to breach of trust.
2. The guarantor: Xuzhou Yuntai Precision Technology Co., Ltd., a holding subsidiary with 65% of the company's shares, has absolute control over its daily operation.
Type: limited liability company (invested or controlled by natural person)
Address: No. 21, Huaxia Road, the third industrial park, Xuzhou high tech Industrial Development Zone
Legal representative: Wang Shanping
Registered capital: 16 million yuan only
Date of establishment: September 19, 2005
Business term: September 19, 2005 to August 12, 2025
Business scope: R & D, manufacturing and sales of auto parts, plastic products, metal products and molds, R & D, technology transfer and technical services of new energy technologies, Cecep Solar Energy Co.Ltd(000591) , wind power information system integration services, Cecep Solar Energy Co.Ltd(000591) , design, construction and maintenance of wind power projects, sales of diodes and chips, automotive appliances and electronic instruments, Self support and agency of import and export services of various commodities and technologies (excluding commodities and technologies 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)
General items: information system integration services (except for items subject to approval according to law, carry out business activities independently according to law with business license)
Main audited financial indicators of Yuntai company:
Unit: RMB
December 31, 2021 December 31, 2020
Total assets 2010505045718670383857
Total liabilities 59251756656639310744
Including: total bank loans 10010555562 Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) 111
Total current liabilities 46857971815200645263
Net assets 1417987479212031073113
Operating income 1603071132011484517242
Total profit 29091039391889847291
Net profit 26869747951707799564
Yuntai company has good corporate credit status and corporate image. There is no major civil litigation or arbitration. It is not the person subject to breach of trust.
3、 Main contents of the guarantee agreement
The guarantee provided by the company for the above holding subsidiaries to apply for credit line from the bank is joint and several liability credit guarantee. The above guarantee amount is only the total amount of guarantee to be provided by the company. The actual guarantee amount and guarantee period shall be subject to the guarantee contract finally signed with the bank.
4、 Opinions of the board of directors
On March 9, 2022, the 17th meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on providing guarantee for the holding subsidiary's application for credit line from the bank. Based on the comprehensive evaluation of the asset quality, operation, industry prospect, solvency and credit status of the guaranteed, It is believed that the guaranteed party is the holding subsidiary within the scope of the company's consolidated statements, which is in good operation and has the ability to pay debts. The company's guarantee for its application for credit line from the bank will help to meet the capital needs of the subsidiary's operation and development and improve the company's operation efficiency and profitability. Although other shareholders of the holding subsidiary did not provide the same guarantee or counter guarantee according to the proportion of capital contribution, the company has absolute control over its daily operation, and the company has the ability to effectively control the operation and management risks of the above subsidiaries within the guarantee period. To sum up, the risk of this guarantee is controllable, and there is no damage to the interests of the company and all shareholders. The external guarantee matters are within the approval authority of the board of directors, and the guarantee amount is valid within one year from the date of deliberation and approval by the board of directors. At the same time, the chairman of the company is authorized to sign relevant legal documents on the guarantee matters within the scope of the guarantee amount.
5、 Opinions of the board of supervisors
After verification, the board of supervisors believes that the financial risk of the company providing guarantee for the holding subsidiary's application for credit line from the bank is within the company's control, which is conducive to enhancing the operating efficiency and profitability of the holding subsidiary. This event complies with relevant regulations, its deliberation procedure is legal and effective, and there is no damage to the interests of the company and shareholders. We agree to the above guarantee matters.
6、 Opinions of independent directors
The independent directors believe that the guarantee provided by the company to the holding subsidiary is to meet its daily business needs and enhance its business efficiency and profitability. The risk of the company providing guarantee to the holding subsidiary is within the company's control. The guarantee matters and decision-making procedures provided by the company this time comply with the provisions of relevant laws and regulations, normative documents and the articles of association, It does not harm the interests of the company and all shareholders. Therefore, we agree to this guarantee.
7、 Accumulated external guarantees and overdue guarantees
The total amount of guarantee provided by the company for the holding subsidiary to apply for credit from the bank is RMB 100 million, accounting for 4.21% of the company's latest audited net assets. As of the disclosure date of this announcement, the amount of external guarantee actually incurred by the company is RMB 30 million, accounting for 1.26% of the company's latest audited net assets, which are guarantees for holding subsidiaries. In addition to the above guarantees, the company and its subsidiaries have no other external guarantees, no overdue guarantees or guarantees involving litigation, no losses due to the judgment of losing the guarantee, and no guarantees for shareholders, actual controllers and their related parties.
8、 Documents for future reference 1. Resolutions of the 17th meeting of the Fourth Board of directors; 2. Resolutions of the 16th meeting of the 4th board of supervisors; 3. Independent opinions of independent directors on matters related to the 17th meeting of the Fourth Board of directors. It is hereby announced
Jiangsu Yunyi Electric Co.Ltd(300304) board of directors March 10, 2002
