Shenzhen Huaqiang Industry Co.Ltd(000062)
Independent directors’ opinions on the occupation of the company’s funds by controlling shareholders and other related parties
Special instructions and independent opinions on the external guarantee of the company
As an independent director of the company in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, and the guidelines for the self-discipline supervision of listed companies No. 1 – standardized operation of companies listed on the main board of Shenzhen Stock Exchange, We inquired about relevant personnel, consulted relevant materials of the company, and expressed independent opinions on the occupation of the company’s funds by the controlling shareholders and other related parties of Shenzhen Huaqiang Industry Co.Ltd(000062) (hereinafter referred to as “the company”), the external guarantee of the company, and the profit distribution plan for 2021 considered by the board of directors on March 9, 2022, as follows:
1、 Special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties
After verification, the company did not occupy the company’s funds in violation of regulations by the controlling shareholders and other related parties in 2021. The company did not advance wages, benefits, insurance, advertising and other period expenses for the controlling shareholders and other related parties, nor did it bear costs and other expenses on behalf of each other. The capital transactions between the company and its controlling shareholders and other related parties can strictly comply with the relevant provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, and the guidelines for the self-discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange.
We believe that the company can conscientiously implement the relevant provisions and the requirements of the articles of association, strictly regulate the capital transactions of related parties, and there is no violation of the provisions and damage to the interests of minority shareholders.
2、 Special description and independent opinions on the external guarantee of the company
After verification, the external guarantees of the company are as follows:
1. In December 2018, the company signed a letter of guarantee with China Industrial And Commercial Bank Of China Limited(601398) (Asia) Co., Ltd. (hereinafter referred to as “ICBC Asia”) with a total amount of no more than 55 million US dollars (equivalent to about 385 million yuan). Xianghai Electronics (Hong Kong) Co., Ltd., a wholly-owned subsidiary of the company, applied for new credit from ICBC Asia with this letter of guarantee, The term of validity of the guarantee is from the date of issuance of the letter of guarantee to the expiration of the latest loan term under the new credit line applied by Hong Kong Xianghai to ICBC Asia
Two years from the date of or until April 15, 2021 (whichever is later).
2. In December 2018, the company signed a guarantee document with Hang Seng Bank Co., Ltd. (hereinafter referred to as “Hang Seng Bank“) to provide guarantee for the wholly-owned subsidiary Hong Kong Xianghai to apply to Hang Seng Bank for credit or loan with a total amount of no more than US $80 million (equivalent to about RMB 560 million), and the guarantee period is from the date of signing the guarantee document to July 31, 2021; Provide guarantee for the holding subsidiary Qi Nuo (Hong Kong) Co., Ltd. (hereinafter referred to as “Hong Kong Qi Nuo”) to apply to Hang Seng Bank for credit or loan with a total amount of no more than US $54.5 million (equivalent to about RMB 381.5 million), and the guarantee period is from the date of signing the guarantee document to July 31, 2021. As the company signed a new guarantee document with Hang Seng Bank, the company has revoked the above guarantee in April 2021.
3. In March 2019, the company signed a guarantee document with China Minsheng Banking Corp.Ltd(600016) Shenzhen Branch (hereinafter referred to as ” China Minsheng Banking Corp.Ltd(600016) “) to provide joint and several liability guarantee for the wholly-owned subsidiary Shenzhen Huaqiang Industry Co.Ltd(000062) cloud Industrial Park Management Co., Ltd. (hereinafter referred to as “Huaqiang cloud Industrial Park management company”) to apply for bank guarantee and other credit facilities to China Minsheng Banking Corp.Ltd(600016) , The guarantee period is from the effective date of the guarantee document to March 15, 2023.
4. In March 2019, the company signed a guarantee document with Hang Seng Bank to guarantee the loans or credit lines applied by its holding subsidiaries Lianhui (Hong Kong) Co., Ltd. (hereinafter referred to as “Hong Kong Lianhui”), Feixun Electronics (Hong Kong) Co., Ltd. (hereinafter referred to as “Hong Kong Feixun”) and Xinmai Electronics (Hong Kong) Co., Ltd. (hereinafter referred to as “Hong Kong Xinmai”) to hang seng bank, Of which: the amount of guarantee provided for Hong Kong Lianhui is US $20 million, equivalent to about RMB 14 million; The amount of guarantee provided for Hong Kong Feixun is US $8.5 million, equivalent to about 59.5 million yuan; The amount of guarantee provided for Hong Kong Xinmai is US $6 million, equivalent to about 42 million yuan. The guarantee period is from the date of signing the guarantee document to July 31, 2021. As the company signed a new guarantee document with Hang Seng Bank, the company has revoked the above guarantee in April 2021.
5. In October 2019, the company signed a guarantee document with Shanghai Belling Corp.Ltd(600171) (hereinafter referred to as ” Shanghai Belling Corp.Ltd(600171) “) to provide joint and several liability guarantee for the payment payable arising from the commercial transaction between the company’s holding subsidiary Shenzhen Xinfei Electronics Co., Ltd. (hereinafter referred to as “Xinfei Electronics”) and Shanghai Belling Corp.Ltd(600171) with a total guarantee amount of no more than RMB 6 million, The guarantee period is 2 years from the date of signing the letter of guarantee. The aforesaid guarantee has expired and terminated in October 2021.
6. In December 2019, the company signed a guarantee document with Bank Of China Limited(601988) (Hong Kong) Co., Ltd. (hereinafter referred to as “BOC Hong Kong”) to provide joint and several liability guarantee for the holding subsidiaries of the company, Hong Kong Xianghai, Hong Kong Lianhui, Hong Kong Qinuo, Hong Kong Feixun and Hong Kong core to apply for credit from BOC Hong Kong, Of which: the guarantee amount provided for Xianghai, Hong Kong is no more than US $31 million (equivalent to about 220.1 million yuan); The guarantee amount provided for Hong Kong Lianhui shall not exceed US $24 million (equivalent to about 170.4 million yuan); The guarantee amount provided for Hong Kong Qinuo shall not exceed US $24 million (equivalent to about 170.4 million yuan); The guarantee amount provided for Hong Kong Feixun shall not exceed US $15 million (equivalent to about 106.5 million yuan); The guarantee amount provided for Hong Kong Xinmai is no more than US $6 million (equivalent to about 42.6 million yuan), and the guarantee period is 3 years from the date of signing the guarantee document. In January 2021, the company cancelled the aforesaid guarantee for Hong Kong Lianhui to apply for credit from BOC Hong Kong.
7. In December 2019, the company’s wholly-owned subsidiary Shenzhen Huaqiang Industry Co.Ltd(000062) Information Industry Co., Ltd. (hereinafter referred to as “Huaqiang information”) issued a letter of guarantee to Huawei Technology Co., Ltd. (hereinafter referred to as “Huawei”), Provide joint and several liability guarantee for the business cooperation between the company’s wholly-owned subsidiary Shenzhen Huaqiang Industry Co.Ltd(000062) United Computer Engineering Co., Ltd. (hereinafter referred to as “Huaqiang computer”) and Huawei. The specific guarantee matters are: if Huaqiang computer breaks the contract and other acts cause damage to Huawei’s interests (Huaqiang computer and Huawei have friendly cooperation so far, there has been no damage to Huawei’s interests), Huaqiang information will assume joint and several guarantee liability for the interest damage to China, with a maximum amount of RMB 150 million and a guarantee period of 5 years from the date of actual damage.
8. In April 2020, the company signed a guarantee document with Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Branch (hereinafter referred to as ” Shanghai Pudong Development Bank Co.Ltd(600000) “) to provide guarantee for the holding subsidiary of the company, Shenzhen Qinuo Technology Co., Ltd., to apply for a loan / credit with a total amount of no more than RMB 30 million from Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Branch, The guarantee period is from the date of signing the guarantee document to the date when all the guaranteed creditor’s rights are paid off. The aforesaid guarantee was terminated in February 2021 because all the guaranteed creditor’s rights were paid off.
9. In April 2020, the company signed a guarantee document with Shanghai Pudong Development Bank Co.Ltd(600000) to provide guarantee for Xinfei electronics, the holding subsidiary of the company, to apply to Shanghai Pudong Development Bank Co.Ltd(600000) for a loan / credit with a total amount of no more than 30 million yuan. The guarantee period is from the date of signing the guarantee document to the date when all the guaranteed creditor’s rights are paid off. The aforesaid guarantee was terminated in April 2021 because all the guaranteed creditor’s rights were paid off.
10. In May 2020, the company signed a guarantee document with Ping An Bank Co.Ltd(000001) (hereinafter referred to as ” Ping An Bank Co.Ltd(000001) “) to provide guarantee for the wholly-owned subsidiary Xianghai, Hong Kong, to apply for a loan / credit with a total amount of no more than US $40 million (equivalent to about RMB 284 million) from Ping An Bank Co.Ltd(000001) (from the date of signing the guarantee document to November 30, 2024. Since the company and Ping An Bank Co.Ltd(000001) signed a new guarantee document, the company has revoked the above guarantee in July 2021.
11. In May 2020, the company signed the same guarantee document with the Hong Kong and Shanghai Banking Corporation Limited (hereinafter referred to as “HSBC”) to provide guarantee for the holding subsidiaries of the company, Hong Kong Xianghai, Hong Kong Lianhui, Hong Kong Qinuo and Huaqiang Semiconductor Co., Ltd., to apply for joint credit from HSBC, The guarantee amount is US $100 million (about RMB 710 million), and the guarantee period is 36 months from the date of signing the guarantee document. At any time point under the joint credit line, the total outstanding amount of the loan or credit line applied by the aforesaid guaranteed to HSBC shall not exceed US $100 million (equivalent to about RMB 71 million).
12. In October 2020, Xinfei electronics, the holding subsidiary of the company, provided guarantee for its wholly-owned subsidiary, Hong Kong Xinmai. Xinfei electronics provided guarantee for Hong Kong Xinmai Yin and Youshang Hong Kong Co., Ltd., Youshang Co., Ltd., Fuwei International Co., Ltd., Dalian Lianda Trading Co., Ltd The accounts payable arising from commercial transactions between all affiliated enterprises of Dalian Lianda Trading (Shenzhen) Co., Ltd. and its ultimate parent company (Dalian Lianda Investment Holding Co., Ltd.) shall be jointly and severally liable for repayment. The guarantee amount is US $4 million (equivalent to about 28 million yuan), and the guarantee period is from October 23, 2020 to October 22, 2023.
13. In November 2020, The holding subsidiary Shenzhen Huaqiang Industry Co.Ltd(000062) electronic network Group Co., Ltd. (hereinafter referred to as “Huaqiang electronic network group”) applies to HSBC Bank (China) Co., Ltd. Shenzhen Branch (hereinafter referred to as “HSBC Shenzhen Branch”) for a financing standby letter of credit facility of up to US $10 million (or equivalent to other currencies, equivalent to about RMB 70 million), And use the letter of credit to provide guarantee for its wholly-owned subsidiary Jieyang Xinke International Co., Ltd. to apply for a credit / loan of no more than US $10 million from HSBC for a period of two years after the maturity date of the above credit / loan; At the same time, Shenzhen Huaqiang Industry Co.Ltd(000062) electronic trading network Co., Ltd., a wholly-owned subsidiary of Huaqiang electronic network group, provides a guarantee of no more than RMB 77 million for Huaqiang electronic network group to apply for the above-mentioned financing standby letter of credit facility from HSBC Shenzhen Branch, and the guarantee period is two years after the expiration date of the above-mentioned facility.
14. In January 2021, the company signed a guarantee document with BOC Hong Kong to provide joint and several liability guarantee for the application of the holding subsidiary of the company, Hong Kong Lianhui, for the credit extension with a total amount of no more than US $14 million (equivalent to about 95.2 million yuan) from BOC Hong Kong. The guarantee period is from the date of signing the guarantee document to December 10, 2022.
15. In January 2021, Huaqiang cloud industrial park management company, a wholly-owned subsidiary of the company, mortgaged its land use right under the urban renewal project of Huaqiang laser factory to the loan syndicate composed of Bank Of China Limited(601988) Shenzhen Shangbu sub branch, China Construction Bank Corporation(601939) Shenzhen Branch and Agricultural Bank Of China Limited(601288) Shenzhen Central District sub branch (hereinafter collectively referred to as the “loan syndicate”); Meanwhile, Shenzhen Huaqiang Industry Co.Ltd(000062) cloud Industrial Park Investment and Development Co., Ltd., a wholly-owned subsidiary of the company, pledged its 100% equity of Huaqiang cloud industrial park management company to the loan syndicate to provide guarantee for Huaqiang cloud industrial park management company to apply for loans from the loan syndicate. The total amount of the aforesaid land use right mortgage and equity pledge guarantee shall not exceed RMB 1.25 billion, and the guarantee period shall be until the aforesaid loan is fully repaid.
16. In April 2021, the company signed a guarantee document with Hang Seng Bank to provide guarantee for the loans or credit lines applied by the company’s holding subsidiaries Hong Kong Xianghai, Hong Kong Qinuo, Hong Kong Lianhui, Hong Kong Feixun and Hong Kong Xinmai to hang seng bank, of which the amount of guarantee provided for Hong Kong Xianghai is US $80 million (equivalent to about 544 million yuan); The amount of guarantee provided for Hong Kong Qinuo is US $54.5 million (equivalent to about RMB 370.6 million); The amount of guarantee provided for Hong Kong Lianhui is US $20 million (equivalent to about RMB 136 million); The amount of guarantee provided for Hong Kong Feixun is US $8.5 million (equivalent to about 57.8 million yuan); The amount of guarantee provided for Hong Kong Xinmai is US $6 million (equivalent to about 40.8 million yuan). The guarantee period is from the date of signing the guarantee document to July 31, 2024.
17. In July 2021, the company signed a guarantee document with Ping An Bank Co.Ltd(000001) to provide guarantee for the wholly-owned subsidiary of the company, Hong Kong Xianghai, to apply to Ping An Bank Co.Ltd(000001) for a loan / credit with a total amount of no more than US $50 million (equivalent to about 350 million yuan). The guarantee period is from the date of signing the guarantee document to January 31, 2026.
18. In September 2021, the company signed the same guarantee document with HSBC Shenzhen Branch to provide guarantee for the holding subsidiaries of the company Huaqiang Semiconductor Co., Ltd., Huaqiang Semiconductor Technology Co., Ltd., Huaqiang Zhilian Technology Co., Ltd. and Hong Kong Xianghai to apply for joint credit from HSBC Shenzhen Branch, with a guarantee amount of us $38.5 million (equivalent to about 269.5 million yuan), The guarantee period is from the date of signing the guarantee document to September 30, 2024. At any time point under the joint credit line, the total outstanding amount of the loan or credit line applied by the aforesaid guaranteed to HSBC Shenzhen Branch shall not exceed US $38.5 million (equivalent to about RMB 269.5 million). 19. 2021
