China Securities Co.Ltd(601066)
About Crown Advanced Material Co.Ltd(688560)
Verification opinions on providing guarantee for wholly-owned subsidiaries
In accordance with the relevant provisions of the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), and the guidelines for the application of the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” securities “and” sponsor “) as the sponsor of Crown Advanced Material Co.Ltd(688560) (hereinafter referred to as” Crown Advanced Material Co.Ltd(688560) “and” the company “), performed the duty of continuous supervision, and carefully examined the guarantee provided by Crown Advanced Material Co.Ltd(688560) to the wholly-owned subsidiary. The verification results are as follows:
1、 Overview of guarantee
(I) basic information of guarantee
1. Mingguan lithium membrane, a wholly-owned subsidiary of the company, plans to apply to the bank for a project loan of 130 million yuan in order to meet the construction capital needs of the expansion project. In order to support the operation and development needs of the wholly-owned subsidiary and improve the decision-making efficiency of the company, the company plans to provide joint and several liability guarantee of no more than RMB 130 million for mingguan lithium film financing. The guarantee period, guarantee amount and signing time of the guarantee contract are determined according to the actual loan contract signed between mingguan lithium film and the bank.
The company does not charge guarantee fees for mingguan lithium film, nor does it require mingguan lithium film to provide counter guarantee to the company.
2. Jiaming film, a wholly-owned subsidiary of the company, plans to apply to the bank for a project loan of 70 million yuan in order to meet the construction capital needs of new projects. In order to support the operation and development needs of the wholly-owned subsidiary and improve the decision-making efficiency of the company, the company plans to provide joint and several liability guarantee of no more than RMB 70 million for Jiaming film financing. The guarantee period, guarantee amount and signing time of the guarantee contract are determined according to the actual loan contract signed between Jiaming film and the bank.
The company does not charge Jiaming film guarantee fee, nor does it require Jiaming film to provide counter guarantee to the company.
(II) review procedure of performance
The company held the 23rd Meeting of the third board of directors and the proposal of the third board of supervisors on March 10, 2022, which agreed that the company would provide joint and several liability guarantee for mingguan lithium film to apply for project loan of 130 million yuan in the bank, and agreed that the company would provide joint and several liability guarantee for Jiaming film to apply for project loan of 70 million yuan in the bank.
According to the provisions of the Listing Rules of Shanghai Stock Exchange Kechuang board and the articles of association, the latest audited asset liability ratio of mingguan lithium film reached 72%. For the consideration of prudent decision-making, the above guarantee matters need to be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
2、 Basic information of the guaranteed
(I) Company Name: Jiangxi mingguan lithium film technology Co., Ltd
Date of establishment: July 23, 2018
Unified social credit Code: 91360900ma381rk49h
Address: No. 32, Jingfa Avenue, Yichun economic and Technological Development Zone, Jiangxi Province
Legal representative: Yan Hongjia
Registered capital: 100 million yuan
Business scope: R & D, production, sales and import and export business of new materials of aluminum plastic film and lithium battery (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments)
Operation: the main financial data of the latest year and the first period are as follows:
Unit: 10000 yuan
Project 202109.30 (Unaudited) 202012.31 (audited)
Total assets 1572671994620
Total liabilities 5960877192.75 main financial data net assets 97658327534500 yuan
Project January September 2021 (Unaudited) year 2020 (audited)
Operating income 657286460651
Net profit 12.38 69.29
Major contingencies affecting the guaranteed’s solvency: None
Dishonest executee: mingguan lithium membrane does not belong to dishonest executee
Affiliated relationship or other relationship between the guaranteed and the company: mingguan lithium film, the guaranteed, is a wholly-owned subsidiary of the company, and the company holds 100% of its equity
(II) Company Name: Jiangxi Jiaming film material Co., Ltd
Date of establishment: January 24, 2022
Unified social credit Code: 91360900ma3amfjl5p
Address: No. 32, Jingfa Avenue, Yichun economic and Technological Development Zone, Jiangxi Province
Legal representative: Yan Yong
Registered capital: 50 million yuan
Business scope: general items: manufacturing of plastic products, research and development of new materials and technology, and sales of new membrane materials (in addition to licensing business, you can independently operate projects not prohibited or restricted by laws and regulations)
Operation: Jiaming film was established on January 24, 2022. Up to now, the registered capital of Jiaming film has not been paid in and has not carried out any activities, so there is no financial data.
Major contingencies affecting the guaranteed’s solvency: None
Situation of dishonest Executees: Jiaming film does not belong to dishonest Executees
Affiliated relationship or other relationship between the guaranteed and the company: the guaranteed Jiaming film is a wholly-owned subsidiary of the company, and the company holds 100% of its equity
3、 Main contents of the guarantee agreement
At present, the company and its wholly-owned subsidiaries have not signed relevant loan and guarantee agreements. The above loan plan and total guarantee amount are only the loan amount to be applied for by mingguan lithium film and Jiaming film, the wholly-owned subsidiaries, and the guarantee amount to be provided by the company. The specific contents of the agreement such as the specific loan amount, guarantee amount, guarantee period and guarantee method need to be reviewed and approved by the bank, The contract actually signed shall prevail.
4、 Reasons and necessity of guarantee
Mingguan lithium film and Jiaming film are wholly-owned subsidiaries of the company. In order to meet the needs of project construction, the wholly-owned subsidiary plans to apply for project loans from the bank. The company provides guarantee for its bank loans, which is conducive to improving the financing capacity of the wholly-owned subsidiary, ensuring that the funds required for the project are in place in time, ensuring the smooth development of project construction and in line with the overall business development strategy of the company, The company has full control over mingguan lithium film and Jiaming film, the guarantee risk is controllable, and there is no situation damaging the interests of the company and shareholders.
5、 Opinions of the board of directors
(I) deliberations of the board of directors
On March 10, 2022, the company held the 23rd Meeting of the third session of the board of directors, deliberated and approved the proposal on the wholly-owned subsidiary of the company applying for loans from banks and the company providing guarantees for them with 8 affirmative votes, 0 negative votes and 0 abstention votes, and agreed that the company would provide joint and several liability guarantee for mingguan lithium film’s application for project loan of 130 million yuan in the bank, It is agreed that the company will provide joint and several liability guarantee for Jiaming film to apply for a project loan of 70 million yuan in the bank.
(II) opinions of independent directors
The independent directors believe that the company provides joint and several liability guarantee for the wholly-owned subsidiary Jiangxi mingguan lithium film technology Co., Ltd. to apply for a project loan of 130 million yuan in the bank and for Jiangxi Jiaming film material Co., Ltd. to apply for a project loan of 70 million yuan in the bank. The guarantee is conducive to improving the financing capacity of the wholly-owned subsidiary, ensuring that the funds required for the project are in place in time, ensuring the smooth operation of the project, in line with the company’s overall development strategy, and the guarantee risk is controllable. The company has fulfilled the necessary approval procedures of the board of directors for the guarantee provided by the wholly-owned subsidiary, the voting procedures are legal and compliant, and there is no situation damaging the interests of the company and shareholders. To sum up, we agree that the company provides guarantee for bank loans to wholly-owned subsidiaries.
6、 Opinions of the board of supervisors
The board of supervisors of the company believes that the company’s guarantee for mingguan lithium film and Jiaming film, a wholly-owned subsidiary, is made in comprehensive consideration of the business development needs of the wholly-owned subsidiary, which is in line with the actual operation of the wholly-owned subsidiary and the overall development strategy of the company. The guaranteed objects mingguan lithium film and Jiaming film are wholly-owned subsidiaries of the company. The company has full control over mingguan lithium film and Jiaming film, the guarantee risk is controllable, and the guarantee matters are in line with the interests of the company and all shareholders. To sum up, the board of supervisors agreed that the company would provide guarantee for bank loans to wholly-owned subsidiaries.
7、 Accumulated external guarantee amount and overdue guarantee amount
As of the date of issuance of this verification opinion, the total external guarantee of the company and its holding subsidiaries was 60 million yuan, accounting for 4.53% and 3.45% of the latest audited net assets and total assets of the company. Among them, Jiangxi mingguan lithium film technology Co., Ltd., a wholly-owned subsidiary, provided guarantee for Industrial Bank Co.Ltd(601166) applying for a financing credit exposure of RMB 30 million, and provided guarantee for the bank loan of Bochuang Hongyuan new material Co., Ltd., a joint-stock company, with a total amount of no more than RMB 30 million. The guarantee amount of the company to its holding subsidiaries is 30 million yuan. Accounting for 2.26% and 1.73% of the company’s latest audited net assets and total assets.
After this guarantee is provided, the total amount of external guarantees provided by the company and its holding subsidiaries is RMB 260 million (including this guarantee), accounting for 19.61% and 14.95% of the company’s latest audited net assets and total assets. The guarantee amount of the company to its holding subsidiaries is 230 million yuan. Accounting for 17.34% and 13.23% of the company’s latest audited net assets and total assets. The company and its holding subsidiaries do not have overdue guarantees or litigation guarantees.
8、 Verification opinions of the recommendation institution
After verification, the guarantee provided by the company for the wholly-owned subsidiary’s application for bank loan is to meet the construction fund needs of the subsidiary’s expansion project, which is in line with the actual operation of the wholly-owned subsidiary and the company’s overall development strategy. The guarantee object is a wholly-owned subsidiary of the company, and the guarantee risk is controllable. The decision-making and approval procedures of guarantee matters comply with relevant laws and regulations and the provisions of Crown Advanced Material Co.Ltd(688560) articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
In conclusion, the sponsor has no objection to the guarantee provided by the company for its wholly-owned subsidiary.
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