Securities code: Svg Tech Group Co.Ltd(300331) securities abbreviation: Svg Tech Group Co.Ltd(300331) Announcement No.: 2022017 Svg Tech Group Co.Ltd(300331)
Announcement on the resolution of the fourth meeting of the Fifth Board of directors
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.
1、 Meetings held
The fourth meeting of the 5th board of directors of Svg Tech Group Co.Ltd(300331) (hereinafter referred to as “the company” or ” Svg Tech Group Co.Ltd(300331) “) was notified by fax, e-mail and personal delivery on March 4, 2022, and was held by on-site combined communication on March 11, 2022. 9 directors should be present at the meeting and 9 directors actually present; Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Chen Linsen, chairman of the board. The meeting was held in accordance with relevant laws and regulations and the articles of association, and the meeting was legal and effective.
2、 Deliberations of the meeting
The meeting considered and adopted the following proposals by open ballot:
1. The proposal on the application of the company and its subsidiaries to the bank for comprehensive credit line in 2022 was deliberated and adopted
According to the company’s strategic development plan and production and operation needs, In 2022, the company and its subsidiaries intend to apply to banks and other financial institutions for a comprehensive credit line of no more than 2.448 billion yuan or equivalent foreign currency (including but not limited to working capital loans, acceptance bills, letters of credit, letters of guarantee and other credit varieties, within the scope of no more than the total credit line, and finally subject to the credit line actually approved by each bank), Within this credit line, the company and its subsidiaries conduct bank lending according to the actual capital needs. The credit period is valid within one year from the date of deliberation and approval by the general meeting of shareholders of the company. Within the credit period, the credit line can be recycled.
As the above-mentioned comprehensive credit line exceeds 50% of the company’s latest audited net assets, this matter needs to be submitted to the company’s first extraordinary general meeting in 2022 for deliberation in accordance with the Shenzhen Stock Exchange gem stock listing rules, the articles of association and other relevant provisions.
The board of directors of the company requests the general meeting of shareholders to authorize the chairman Mr. Chen Linsen or the authorized agent designated by the chairman to handle the application of relevant credit line within the scope of the above credit line on behalf of the company, and sign relevant laws and regulations
Legal documents. The contract or agreement signed by the company in accordance with the authorization during the credit period, regardless of whether the expiration date exceeds the authorized date or not
The letter is valid until the expiration date.
The independent directors of the company have expressed clear consent to this proposal. For details, please refer to the report designated by the CSRC
Gem information disclosure website.
The announcement on the company and its subsidiaries applying for comprehensive credit line from banks in 2022 is detailed in China Securities Regulatory Commission
The gem information disclosure website designated by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
2. The proposal on the company and its subsidiaries to provide guarantee for subsidiaries in 2022 was reviewed and approved
Proposal for
In order to support the business development of subsidiaries and ensure the working capital needs of subsidiaries in the daily operation process,
Svg Tech Group Co.Ltd(300331) (hereinafter referred to as “the company” or ” Svg Tech Group Co.Ltd(300331) “)
Wholly owned subsidiaries Suzhou Weiwang Technology Co., Ltd. (hereinafter referred to as “Weiwang technology”), Svg Tech Group Co.Ltd(300331) (Yancheng)
Photoelectric Technology Co., Ltd. (hereinafter referred to as “Yancheng Weige”), Changzhou huarisheng reflective material Co., Ltd
(hereinafter referred to as “huarisheng”), Suzhou weiyeda Touch Technology Co., Ltd. (hereinafter referred to as
Hereinafter referred to as “weiyeda”), Suzhou maita Photoelectric Technology Co., Ltd. (hereinafter referred to as “maita photoelectric”), the company
Weiyeda Technology (Jiangsu) Co., Ltd. (hereinafter referred to as “weiyeda”) is a wholly-owned subsidiary of weiyeda, a holding subsidiary
Yeda (Jiangsu), Yancheng Weisheng new materials Co., Ltd., a holding subsidiary of Weiwang technology, a wholly-owned subsidiary of the company
(hereinafter referred to as “Yancheng Weisheng”) (the above companies are collectively referred to as the “guaranteed company”) apply to the bank for comprehensive authorization
The total amount of joint and several liability guarantee provided by the credit line shall not exceed RMB 1138 million (including equivalent foreign currency),
Among them, the guarantee amount provided to the guarantee object with asset liability ratio of more than 70% shall not exceed RMB 70 million
Yuan (including equivalent foreign currency). When the amount of guarantee is transferred between subsidiaries, however,
For the guarantee object with asset liability ratio exceeding 70%, it can only be obtained from the guarantee object with asset liability ratio exceeding 70%
Obtain the guarantee amount. The specific guarantee amount is expected to be as follows:
Unit: 10000 yuan
By 2022, the newly increased guarantee amount of the guaranteed party accounted for
On March 7, the latest period of the guarantor and the guarantor of the guarantor, the latest period of the newly added municipal company was audited by the proportion of net assets and the proportion of net assets in the latest period
Suda Weiwang technology 100% 48.35% 8652934 Huayi Brothers Media Corporation(300027) .67% no
Vig Yancheng Vig 100% 68.51% 2894638000 5.15% no
Huarisheng 100% 41.68% 21319123980025.61% no
Weiyeda 59.16% 129.36% 3 Jointo Energy Investment Co.Ltd.Hebei(000600) 0 3.86% yes
Maita optoelectronics 51.33% 24.78% – 110007.08% yes
Weiyeda Jiangsu indirect 59.16% 67.21% 5143115000 3.22% yes
Yancheng Weisheng indirect 70% – 92.71% – 1000 0.64% no
Total — 410097811380073.24%-
Meanwhile, Weiwang technology, a wholly-owned subsidiary of the company, plans to be its wholly-owned subsidiary Yancheng Weiwang Technology Co., Ltd
(hereinafter referred to as “Yancheng Weiwang”), holding subsidiary Yancheng Weisheng and supplier Shanghai Itochu Commercial Co., Ltd
The cooperation of the company (hereinafter referred to as “Itochu”) provides a total guarantee amount of no more than 65 million yuan
Degrees.
Unit: 10000 yuan
Up to now, the newly added guarantee amount of the guarantor and the guaranteed party accounts for the shareholding proportion of the guarantor and the guaranteed party, the guarantee balance in the latest period, the guarantee amount of the municipal company, the liability ratio of the latest guaranteed assets and the proportion of the net assets in the current period
Weiwang technology Yancheng Weiwang 100% 21.52% 0. Shanxi Securities Co.Ltd(002500) 1.61% no Yancheng Weisheng 70% 92.71% 0.004000 2.57% no
Total — 0.006500 4.18%-
Due to the minority shareholder of weiyeda, the holding subsidiary of the guaranteed party, Weizhou Guangxian technology partnership in Suzhou Industrial Park
Jiangweilin optoelectronics Co., Ltd. (hereinafter referred to as “maiguanglin” and “maixianlin” for short)
East Suzhou Video Communication Technology Co., Ltd. (hereinafter referred to as “video communication”) is a related party of the company, and Weizhou Guangxian
Jiang Lin and videocom failed to provide the same proportion of guarantee. According to relevant rules, Chen Linsen, Zhu Zhijian
Jiang Lin avoided voting.
Including this guarantee amount. The guarantee amount of the company exceeds the latest approved amount of the company for 12 consecutive months
Accounting for 30% of the total assets, according to the Listing Rules of gem shares of Shenzhen Stock Exchange and the articles of association
And other relevant regulations, this proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The above guarantee limit is valid within one year from the date of deliberation and approval by the general meeting of shareholders of the company
It can be recycled within the authorization period; Contracts or contracts signed by subsidiaries of the company in accordance with authorization within this period
The expiration date of the agreement shall be deemed to be expired or not. The board of directors of the company proposes to shareholders
The general meeting authorizes the chairman, Mr. Chen Linsen, or the authorized agent designated by the chairman to represent the company in the approval of the general meeting of shareholders
The gem information disclosure website designated by the CSRC.
See the gem information disclosure website designated by China Securities Regulatory Commission for details of the announcement on the estimated guarantee amount provided by the company and its subsidiaries for subsidiaries in 2022.
Voting results: 6 in favor, 0 against and 0 abstention.
3. The proposal on the prediction of daily connected transactions in 2022 was deliberated and adopted
In accordance with the Shenzhen Stock Exchange GEM Listing Rules and the articles of association and other relevant provisions, this proposal needs to be submitted to the company’s first extraordinary general meeting in 2022 for deliberation.
The independent directors of the company have approved the proposal in advance and issued clear consent opinions. See the gem information disclosure website designated by the CSRC for details.
For details of the announcement on the forecast of daily connected transactions in 2022, please refer to the gem information disclosure website designated by the CSRC.
Related director Yu Zhangxing avoided voting.
Voting results: 8 in favor, 0 against and 0 abstention.
4. The proposal on the company’s financial aid management system was deliberated and adopted
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant laws and regulations The regulatory documents and the relevant provisions of the articles of association have formulated the financial assistance management system in combination with the actual situation of the company. See the gem information disclosure website designated by the CSRC for details.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
5. The proposal on providing financial assistance to subsidiaries and related party transactions was deliberated and adopted
After deliberation, the board of directors held that: weiyeda and maita optoelectronics are the holding subsidiaries of the company, with normal operating conditions, good credit records and no non-performing loans. Without affecting the normal operation, the company provides financial assistance to weiyeda and maita optoelectronics with its own funds, which is conducive to promoting the business development of weiyeda and the business transformation of maita optoelectronics. The risk of this financial assistance is within the controllable range, will not have a significant adverse impact on the normal operation of the company, and will not damage the interests of the company and all shareholders. Therefore, it is agreed that the company will provide a financial subsidy of no more than RMB 100 million to weiyeda and no more than RMB 60 million to maita optoelectronics with its own funds. The term is valid for signing a financial subsidy contract within one year from the date of deliberation and approval by the general meeting of shareholders of the company, The loan interest rate shall not be lower than the benchmark loan interest rate for the same period published by the people’s Bank of China.
The independent directors of the company have approved the proposal in advance and issued clear consent opinions. See the gem information disclosure website designated by the CSRC for details.
See the gem information disclosure website designated by the CSRC for details of the announcement on the amount of financial assistance and related party transactions provided to the holding subsidiaries.
Related directors Chen Linsen, Zhu Zhijian and Jiang Lin avoided voting.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
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