Securities code: Hengdian Group Dmegc Magnetics Co.Ltd(002056) securities abbreviation: Hengdian Group Dmegc Magnetics Co.Ltd(002056) Announcement No.: 2022017 Hengdian Group Dmegc Magnetics Co.Ltd(002056)
Announcement on the expected guarantee amount for subsidiaries in 2022
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.
In order to meet the business development needs of the subsidiary of Hengdian Group Dmegc Magnetics Co.Ltd(002056) (hereinafter referred to as “the company”) and ensure the smooth development of its business, the company plans to provide guarantee for the wholly-owned subsidiary Zhejiang Dongyang dongci Chengji Electronics Co., Ltd. (hereinafter referred to as “Chengji Electronics”) and the holding subsidiary Jiangsu dongci New Energy Technology Co., Ltd. (hereinafter referred to as “Jiangsu dongci”), The details are as follows:
1、 Overview of guarantee
In 2022, the company plans to apply for comprehensive bank credit (including but not limited to handling working capital loan, project loan, acceptance bill, letter of credit, letter of guarantee, bill discount, factoring, export pledge, foreign exchange forward settlement and sales and other related businesses) and daily operation needs from business related parties (including but not limited to banks and financial institutions) for two subsidiaries (including but not limited to performance guarantee and product quality guarantee). The forms of guarantee include but not limited to credit guarantee, mortgage guarantee, pledge guarantee, etc., and the guarantee amount is expected to not exceed RMB 500 million. The above guarantee amount is expected to be recycled from the date of deliberation and approval at the 2021 annual general meeting to the date of holding the 2022 annual general meeting.
Within the above limit, the board of directors authorizes the legal representative of the company or the authorized agent designated by the legal representative to handle relevant procedures and sign relevant legal documents on behalf of the company within the above guarantee limit.
Jiangsu dongci is a holding subsidiary holding 70% of the company’s shares, and other shareholders do not participate in daily operation, so other shareholders do not provide guarantee according to the proportion of capital contribution.
The company held the 21st Meeting of the 8th board of directors and the 9th meeting of the 8th board of supervisors on March 9, 2022, and deliberated and adopted the proposal on the prediction of guarantee amount provided by the company for subsidiaries. According to the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association, the management system of external guarantees of the company and other relevant provisions, the above guarantee matters need to be deliberated and approved by the 2021 annual general meeting of shareholders of the company.
2、 Estimated amount of guarantee provided
The guarantee guarantor holds the proportion of the newly increased guarantee amount of the guaranteed party in the shares of the guaranteed party of the upper party as of the current date, the guarantee amount before the assets of the recent period, and the proportion of the net assets of the municipal company in the recent period
Chengji electronics 100% 61.48% 0200002.97% no Jiangsu dongci 70% 78.73% 0 Nanfang Ventilator Co.Ltd(300004) .46% no
Total — 0500007.43%-
3、 Basic information of the guaranteed
(I) Chengji Electronics
1. Name: Zhejiang Dongyang dongci Chengji Electronics Co., Ltd
2. Date of establishment: January 9, 2002
3. Registered address: Hengdian Industrial Zone (DAQIAOTOU), Dongyang City, Zhejiang Province
4. Legal representative: when
5. Registered capital: 30 million yuan
6. Business scope: manufacturing and sales of electronic components, machinery, motors, hardware and electrical appliances, aluminum electrolytic capacitors, aluminum plating film, coating, aluminum foil, speakers, speakers, plastics, complete sets of high and low voltage electrical equipment, electrical components, intelligent electrical switches, plastic permanent magnets, printer consumables (excluding electroplating); Manufacturing and sales of mobile communication and terminal equipment; Carton production and sales; Packaging and decoration, printing of other printed materials.
7. Relationship with the company: it is a wholly-owned subsidiary of the company.
8. Main financial data of the last two years:
Unit: 10000 yuan
December 31, 2021 (audited) December 31, 2020 (audited)
Total assets 79325518208057
Total liabilities 48772245766230
Net assets 30553272441827
2021 (audited) 2020 (audited)
Operating income 44148384614060
Total profit 675372640488
Net profit 616321585937
9. Chengji electronics does not belong to the dishonest executee.
(II) Jiangsu dongci
1. Name: Jiangsu dongci New Energy Technology Co., Ltd
2. Date of establishment: December 22, 2020
3. Registered address: West of Renmin Road and north of wulijiang Road, Sihong County Economic Development Zone
4. Legal representative: he Yue
5. Registered capital: 100 million yuan
6. Business scope: licensed projects: various engineering construction activities; Power generation, transmission and power supply business (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results) general projects: manufacturing of photovoltaic equipment and components; Special equipment manufacturing (excluding licensed professional equipment manufacturing) Cecep Solar Energy Co.Ltd(000591) power generation technology service; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
7. Relationship with the company: it is the holding subsidiary of the company.
The equity structure is as follows:
Proportion of capital contribution subscribed by shareholders (10000 yuan)
Hengdian Group Dmegc Magnetics Co.Ltd(002056) 7,000 70%
Jiangsu Linyang New Energy Technology Co., Ltd. 200020%
Sihong Kaiyuan Investment Co., Ltd. 100010%
Total 1 Shenzhen Ecobeauty Co.Ltd(000010) 0%
8. Main financial data of the last two years:
Unit: 10000 yuan
December 31, 2021 (audited) December 31, 2020 (audited)
Total assets 42137571800
Total liabilities 3317666 0
Net assets 8960901800
2021 (audited) 2020 (audited)
Operating income 625080
Total profit -103910 0
Net profit -103910 0
9. Jiangsu dongci does not belong to the person subject to execution for dishonesty.
4、 Main contents of the guarantee agreement
The relevant guarantee agreement related to the company’s annual guarantee expectation has not been signed, and the main contents of the guarantee agreement will be subject to the agreement actually signed by the relevant implementation subject and relevant financial institutions, and the final actual total guarantee will not exceed the guarantee amount granted this time.
5、 Opinions of the board of directors
The amount of guarantee provided for subsidiaries this time is expected to help support their business development, meet their capital needs, promote the business development of subsidiaries and play a positive role in the business expansion of the company. The guaranteed objects are all wholly-owned and holding subsidiaries of the company. The company has absolute control over them, has the ability to fully grasp and monitor the cash flow of the guaranteed company, and the financial risk of providing guarantee is within the effective control range of the company. At the same time, since Jiangsu dongci is a holding subsidiary holding 70% of the company and other shareholders do not participate in daily operation, it is agreed that other shareholders do not provide guarantee according to the proportion of capital contribution. The amount of guarantee provided this time has fulfilled the decision-making procedures in accordance with the provisions of relevant laws and administrative regulations, will not have an adverse impact on the normal operation and business development of the company, and will not damage the interests of the company and all shareholders, especially the interests of minority shareholders.
6、 Opinions of independent directors
The guarantee amount provided by the company to its subsidiaries is expected to meet its current capital needs for production and operation, support its business development and promote the development of the project. At the same time, the financial risk of providing guarantee is within the effective control range of the company. The guarantee will not adversely affect the normal operation and business development of the company, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders.
In conclusion, we agree with the company’s prediction of providing guarantee amount for subsidiaries in 2022, and submit the above proposal to the general meeting of shareholders for deliberation.
7、 Accumulated external guarantees and overdue guarantees
After the guarantee is approved, the total amount of guarantee from the company to its subsidiaries is 500 million yuan, accounting for 7.43% of the company’s latest audited net assets.
As of the date of this announcement, the total balance of external guarantees of the company and its holding subsidiaries was RMB 10000, accounting for 0% of the company’s latest audited net assets. Among them, the total balance of guarantees provided by the company and its holding subsidiaries to units outside the consolidated statements is 0 yuan, accounting for 0% of the company’s latest audited net assets. The company and its holding subsidiaries do not have overdue guarantees, guarantees involving litigation and losses to be borne due to the judgment of losing the guarantee.
8、 Documents for future reference
1. Resolutions of the 21st Meeting of the 8th board of directors of the company;
2. Resolutions of the 9th meeting of the 8th board of supervisors of the company;
3. Independent opinions of the company’s independent directors on matters related to the 21st Meeting of the eighth board of directors; 4. Opinions of the board of directors of the company on the prediction of guarantee amount for subsidiaries in 2022.
It is hereby announced.
Hengdian Group Dmegc Magnetics Co.Ltd(002056) board of directors March 11, 2002
