Securities code: Visionox Technology Inc(002387) securities abbreviation: Visionox Technology Inc(002387) Announcement No.: 2022008 Visionox Technology Inc(002387)
Announcement on the progress of providing guarantee for holding subsidiaries
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.
Special tips:
Up to now, Visionox Technology Inc(002387) (hereinafter referred to as “the company”) and the holding company’s total external guarantee (including guarantee for subsidiaries within the scope of consolidated statements) have exceeded 100% of the company’s latest audited net assets, the guarantee amount has exceeded 50% of the company’s latest audited net assets, and the company’s guarantee amount for units outside the consolidated statements has exceeded 30% of the latest audited net assets, Please pay attention to investment risks. 1、 Overview of guarantee
The company held the 18th meeting of the 5th board of directors and the 2020 annual general meeting of shareholders on April 27, 2021 and May 19, 2021 respectively, deliberated and adopted the proposal on the prediction of the guarantee amount for the holding company in 2021, and agreed that the company would be a wholly-owned subsidiary Bazhou Yungu electronic Technology Co., Ltd The wholly-owned subsidiary Visionox Technology Inc(002387) (Gu’an) display technology Co., Ltd., the holding subsidiary Yungu (Gu’an) Technology Co., Ltd. and the holding subsidiary Kunshan Guoxian photoelectric Co., Ltd. (hereinafter referred to as “Guoxian photoelectric”) provide guarantees with a total amount of no more than RMB 10.8 billion. The validity period of the guarantee limit is from the date of deliberation and approval of the company’s 2020 annual general meeting to the date of holding the company’s 2021 annual general meeting. For details, please refer to the company’s statements in the securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on April 29, 2021 and May 20, 2021 The announcement on the prediction of the guarantee amount for the holding company in 2021 and relevant announcements disclosed.
2、 Guarantee progress
The company signed the maximum guarantee contract with Industrial Bank Co.Ltd(601166) Suzhou Branch (hereinafter referred to as ” Industrial Bank Co.Ltd(601166) “) on February 28, 2022 to provide joint and several liability guarantee for the creditor’s rights formed by the business contract signed by Guoxian optoelectronics, the holding subsidiary of the company, within the period of determining the creditor’s rights agreed in the maximum guarantee contract, The maximum amount of creditor’s rights guaranteed is 240 million yuan. According to the follow-up work arrangement, Guoxian optoelectronics and Industrial Bank Co.Ltd(601166) will sign a specific business contract within the above guarantee limit. This guarantee is within the scope of the guarantee amount deliberated and approved by the 18th meeting of the Fifth Board of directors and the 2020 general meeting of shareholders of the company, and does not need to be submitted to the board of directors or the general meeting of shareholders of the company for deliberation again.
Guoxian optoelectronics is not listed as a dishonest person, and its operation, finance and credit are in good condition. Before this guarantee, the company’s guarantee balance to Guoxian optoelectronics was 3.134 billion yuan. After this guarantee, the company’s guarantee balance to Guoxian optoelectronics was 3.374 billion yuan (of which the expected balance of the guarantee amount in 2021 was 3.024 billion yuan). After this guarantee, the available guarantee amount of Guoxian Optoelectronics in 2021 was 1.376 billion yuan.
3、 Basic information of the guaranteed
1. Company Name: Kunshan Guoxian photoelectric Co., Ltd
2. Unified social credit Code: 91320583056677344a
3. Company type: limited liability company
4. Registered address: Building 4, No. 1, Longteng Road, Kunshan Development Zone
5. Legal representative: Liu Deguang
6. Registered capital: 670715246304 yuan
7. Date of establishment: November 19, 2012
8. Business scope of R & D and sales of new flat panel technology and services; The import and export business of goods and technologies, except those that are pre licensed or prohibited by laws and administrative regulations; Investment management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Main financial data:
Unit: 10000 yuan
December 31, 2020 / September 30, 2021 / the third quarter of 2021
Total assets 117568838123662040
Total liabilities 6236270771426798
Net assets 5520613152235242
Operating income 3720873423359963
Total profit 4821331 -3817940
Net profit 4260433 -3043242
Note: the financial data of 2020 has been audited, and the financial data of the third quarter of 2021 has not been audited
10. Guoxian optoelectronics is a 92.88% holding company of the company through its wholly-owned subsidiary Jiangsu Visionox Technology Inc(002387) Display Technology Co., Ltd., and Guokai development fund Co., Ltd. holds 7.12% equity of Guoxian optoelectronics. Guoxian optoelectronics has no credit rating and is not a dishonest executee. CDB development fund Co., Ltd. has no affiliated relationship or other business relationship with the company.
4、 Main contents of maximum guarantee contract
Creditor: Industrial Bank Co.Ltd(601166) Suzhou Branch
Guarantor: Visionox Technology Inc(002387)
The guarantor is willing to provide guarantee for the continuous debts between the creditor and Kunshan Guoxian photoelectric Co., Ltd. (i.e. “the debtor”) within a certain period of time.
In order to clarify the rights and obligations of both parties, this contract is signed.
Article 1 secured principal creditor’s rights
The principal creditor’s rights guaranteed by this contract include:
A contract signed by the creditor and the debtor specifying the amount of each debt, the period of performance of the debt and other rights and obligations within the validity of the guarantee amount.
Article 2 guaranteed maximum principal limit
1. The maximum guaranteed principal limit under this contract is RMB 240 million only.
2. Within the maximum principal limit of the guarantee, the guarantor shall bear joint and several guarantee liabilities for all the balance of creditor’s rights under the maximum principal limit (including principal, interest, default interest, compound interest, liquidated damages, damages, expenses for realizing creditor’s rights, etc.), regardless of the number of creditor’s rights and the amount and duration of each time.
Article 3 validity period of guarantee amount
1. The validity period of the guarantee limit is from the signing date of this contract to December 27, 2022.
2. Unless otherwise agreed in this contract, the occurrence date of the guarantee under this contract must be within the validity period of the guarantee amount, and the maturity date of each debt can exceed the maturity date of the validity period of the guarantee amount, that is, whether the maturity date of a single debt of the debtor exceeds the expiration date of the validity period of the guarantee amount, the guarantor shall bear joint and several guarantee liabilities for the guaranteed creditor’s rights.
Article 4 guarantee method
The guarantor’s guarantee under this contract is joint and several liability guarantee, that is, the guarantor and the debtor shall be jointly and severally liable for the debt.
Article 5 scope of guarantee
1. The creditor’s rights guaranteed in this contract (hereinafter referred to as “guaranteed creditor’s rights”) are all creditor’s rights formed by the creditor to the debtor by providing various loans, financing, guarantees and other on balance sheet and off balance sheet financial businesses for the debtor according to the specific contract, including but not limited to the creditor’s rights principal, interest (including default interest and compound interest), liquidated damages, damages, expenses for the creditor to realize the creditor’s rights, etc.
2. During the validity period of the guarantee line, the trade financing, acceptance, Bill repurchase, guarantee and other financing businesses handled by the creditor for the debtor, and the creditor’s creditor’s rights against the debtor due to the debtor’s refusal to pay and the creditor’s advance after the validity period of the guarantee line also constitute a part of the guaranteed creditor’s rights.
3. For the avoidance of ambiguity, all costs and expenses incurred by the creditor in preparing, perfecting, performing or enforcing this contract or exercising its rights under this contract (including but not limited to lawyer’s fees, litigation (Arbitration) fees, fees for applying to a notary office for issuing an enforcement certificate, etc.) constitute a part of the secured creditor’s rights. Article 6 guarantee period
The warranty period under this contract is:
1. The guarantee period is calculated separately according to each financing provided by the creditor to the debtor under the specific contract. For each financing, the guarantee period is three years from the expiration of the debt performance period under the financing.
2. If the financing specified in a single specific contract expires in batches, the guarantee period of each batch of debt is three years from the date of expiration of the performance period of each batch of financing.
3. If the principal creditor’s right is repaid in installments, the guarantee period of each creditor’s right shall also be calculated in batches, and the guarantee period shall be three years from the date of maturity of each creditor’s right.
4. If the creditor and the debtor reach an extension agreement on any financing under the specific contract, the Guarantor hereby irrevocably acknowledges and agrees to the extension, and the guarantor shall still bear joint and several guarantee liabilities for each financing under the main contract according to the contract. For each extended financing, The guarantee period is three years from the expiration of the debt performance period re agreed in the extension agreement.
5. If the creditor announces the early maturity of the debt according to the provisions of laws and regulations or the specific contract, the guarantee period shall be three years from the date of expiration of the debt performance period notified by the creditor to the debtor.
6. The guarantee period under bank acceptance, letter of credit and letter of guarantee shall be three years from the date of advance payment by the creditor. If the advance is made in installments, the guarantee period shall be calculated separately from the date of each advance.
7. The guarantee period for the discount of commercial bills is three years from the due date of the discounted bills.
8. Other off balance sheet and off balance sheet financial businesses provided by the creditor for the debtor shall be three years from the date of expiration of the debt performance period under the financial business.
Article 7 effectiveness of the contract
This contract shall come into force from the date of signature or seal or fingerprinting by all parties, and shall be valid until all guaranteed creditor’s rights are paid off.
5、 Opinions of the board of directors
The target of this guarantee is Guoxian optoelectronics, a holding subsidiary within the scope of the company’s consolidated statements. The company holds 92.88% of its equity through Jiangsu Visionox Technology Inc(002387) Display Technology Co., Ltd., a wholly-owned subsidiary, and Guokai development fund Co., Ltd. holds 7.12% of the equity of Guoxian optoelectronics. Although Guoxian optoelectronics is not wholly owned by the company, the company can effectively control its operation and management, finance, investment, financing and other major aspects, and the risk is within the effective control range of the company. Therefore, Guokai fund does not provide the same proportion of guarantee or counter guarantee.
The company guarantees the subsidiary holding company, which is conducive to broadening the financing channels of the subsidiary and ensuring the sustainable and steady development of the company. It belongs to the production and operation needs of the subsidiary. The assets of the guaranteed party are excellent. Although Guoxian optoelectronics does not provide counter guarantee, the company has absolute control over it. The risks are under the effective control of the company and will not bring great risks to the company, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. 6、 Accumulated external guarantees and overdue guarantees
After this guarantee, the total balance of external guarantees of the company and its holding subsidiaries is 16080705900 yuan, accounting for 105.85% of the company’s audited net assets in 2020. The total balance of guarantees provided by the company and its holding subsidiaries to units outside the consolidated statements is 8903971100 yuan, accounting for 58.61% of the company’s audited net assets in 2020, The guarantee for subsidiaries is 71767348 million yuan. The company has no overdue guarantee, no guarantee involving litigation, and does not bear losses due to the judgment of losing the guarantee.
7、 Documents for future reference
1. Maximum guarantee contract;
2. Resolutions of the 18th meeting of the 5th board of directors;
3. Resolutions of the general meeting of shareholders in 2020.
It is hereby announced.
Visionox Technology Inc(002387) board of directors March 1, 2002
