Securities code: Crown Advanced Material Co.Ltd(688560) securities abbreviation: Crown Advanced Material Co.Ltd(688560) Announcement No.: 2022028 Crown Advanced Material Co.Ltd(688560)
Announcement on providing financing guarantee for wholly-owned subsidiaries applying for bank loans
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
The guaranteed parties: Crown Advanced Material Co.Ltd(688560) (hereinafter referred to as “the company”), Jiangxi mingguan lithium film technology Co., Ltd. (hereinafter referred to as “mingguan lithium film”) and Jiangxi Jiaming film material Co., Ltd. (hereinafter referred to as “Jiaming film”) are wholly-owned subsidiaries of Crown Advanced Material Co.Ltd(688560) (hereinafter referred to as “the company”)
The guarantee amount and the guarantee balance actually provided for it:
(1) The company plans to provide joint and several liability guarantee of no more than RMB 130 million for mingguan lithium film financing. As of the disclosure date of this announcement, the guarantee balance provided by the company is RMB 30 million. (2) The company plans to provide joint and several liability guarantee of no more than RMB 70 million for Jiaming film financing. As of the disclosure date of this announcement, the guarantee balance provided by the company for it was RMB 10000.
Whether there is counter guarantee in this guarantee: None
Accumulated overdue amount of external guarantee: None
This guarantee shall be submitted to the general meeting of shareholders of the company for deliberation.
1、 Overview of guarantee
(I) basic information of guarantee
1. Mingguan lithium membrane, a wholly-owned subsidiary of the company, plans to apply for a project loan of RMB 130 million from the bank 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 RMB project loan of 70 million yuan 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
On March 10, 2022, the company held the 23rd Meeting of the third board of directors and the 17th meeting of the third board of supervisors, deliberated and adopted the proposal on the company providing financing guarantee for wholly-owned subsidiaries applying for bank loans, and the independent directors expressed their independent opinions.
According to the Listing Rules of Shanghai Stock Exchange’s science and innovation board and the articles of association, the latest audited asset liability ratio of mingguan lithium film reached 72%. Based on the consideration of prudent decision-making, this proposal needs 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) mingguan lithium film
1. Company name: Jiangxi mingguan lithium film technology Co., Ltd
2. Date of establishment: July 23, 2018
3. Unified social credit Code: 91360900ma381rk49h
4. Address: No. 32, Jingfa Avenue, Yichun economic and Technological Development Zone, Jiangxi Province
5. Legal representative: Yan Hongjia
6. Registered capital: 100 million yuan
7. 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)
8. Operation: the main financial data of the latest year and the first period are as follows:
Unit: 10000 yuan
2021.9.30 202012.31
project
(Unaudited) (audited)
Total assets 1572671994620
Total liabilities 596087719275
Key financial data
Net assets 976583275345
(10000 yuan)
January September 20212020
project
(Unaudited) (audited)
Operating income 657286460651
Net profit 12.38 69.29
9. Major contingencies affecting the guaranteed’s solvency: None
10. Dishonest executee: mingguan lithium membrane does not belong to dishonest executee
11. 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) Jiaming film
1. Company name: Jiangxi Jiaming film material Co., Ltd
2. Date of establishment: January 24, 2022
3. Unified social credit Code: 91360900ma3amfjl5p
4. Address: No. 32, Jingfa Avenue, Yichun economic and Technological Development Zone, Jiangxi Province
5. Legal representative: Yan Yong
6. Registered capital: 50 million yuan
7. 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)
8. 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.
9. Major contingencies affecting the guaranteed’s solvency: None
10. Situation of dishonest Executees: Jiaming film does not belong to dishonest Executees
11. 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 board of directors, and deliberated and adopted the proposal on providing financing guarantee for the company’s wholly-owned subsidiary’s application for bank loans with 8 affirmative votes, 0 negative votes and 0 abstention votes.
The board of Directors believes that the joint and several liability guarantee provided by the company for the wholly-owned subsidiary to apply for loans from the bank is made in comprehensive consideration of the business development needs of the company and its subsidiaries, which is in line with the actual operation situation and overall development strategy of the company. The guarantee object is a wholly-owned subsidiary of the company, the guarantee risk is controllable, and there is no situation damaging the interests of the company and all shareholders. Agree that the company will provide joint and several liability guarantee of no more than RMB 130 million for the financing of Jiangxi mingguan lithium film technology Co., Ltd., a wholly-owned subsidiary; The wholly-owned subsidiary of Jiangxi Jiaming Film Co., Ltd. shall not provide joint and several guarantee materials exceeding RMB 70 million.
(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、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: 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, 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.
8、 Accumulated external guarantee amount and overdue guarantee amount
As of the disclosure date of this announcement, the total external guarantee of the company and its holding subsidiaries was 60 million yuan, accounting for 4.53% and 3.45% of the company’s latest audited net assets and total assets. 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 17.35% 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.
It is hereby announced.
Crown Advanced Material Co.Ltd(688560) board of directors March 11, 2022
