Soochow Securities Co.Ltd(601555)
About Svg Tech Group Co.Ltd(300331)
Provide verification opinions on guarantee and related party transactions to holding subsidiaries
Soochow Securities Co.Ltd(601555) (hereinafter referred to as ” Soochow Securities Co.Ltd(601555) ” or “sponsor”) as a sponsor of Svg Tech Group Co.Ltd(300331) (hereinafter referred to as “company” or ” Svg Tech Group Co.Ltd(300331) “) issuing shares to specific objects (hereinafter referred to as “this offering”), In accordance with the provisions of relevant laws and regulations and normative documents such as the administrative measures for securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, Svg Tech Group Co.Ltd(300331) provided guarantees to holding subsidiaries and related party transactions, The verification is as follows: I. overview of guarantee and related party transactions
The company held the fourth meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors on March 11, 2022, and deliberated and adopted the proposal on the prediction of the guarantee amount provided by the company and its subsidiaries for its subsidiaries in 2022. In order to support the business development of its subsidiaries and ensure the working capital demand of its subsidiaries in the daily operation process, the company plans to be 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 “weiyeda”), Suzhou maita Photoelectric Technology Co., Ltd. (hereinafter referred to as “maita photoelectric”) Weiyeda Technology (Jiangsu) Co., Ltd. (hereinafter referred to as “weiyeda Jiangsu”), a wholly-owned subsidiary of weiyeda, a holding subsidiary of the company Yancheng Weisheng new materials Co., Ltd. (hereinafter referred to as “Yancheng Weisheng”), 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 “guaranteed companies”), applies to the bank for a comprehensive credit line to provide joint and several liability guarantee, and the total guarantee does not exceed RMB 1138 million (including equivalent foreign currency), The guarantee amount provided to the guarantee object with asset liability ratio of more than 70% shall not exceed RMB 70 million (including equivalent foreign currency). The above guarantee amount can be adjusted among subsidiaries, but when the adjustment occurs, the guarantee amount can only be obtained from the guarantee object whose asset liability ratio exceeds 70%. The specific guarantee amount is expected to be as follows:
Whether the newly added guarantee amount of the guarantor and the guaranteed party is related to the shareholding ratio of the guarantor and the guaranteed party as of 2022, and the proportion of the guarantee amount in the net guaranteed assets liability ratio of the listed company and the guaranteed balance assets on March 7 of the latest period
439352% Weiwang Technology
Yancheng Weige 100% 68.51% 2894638000 5.15% no
Huarisheng 100% 41.68% 21319123980025.61% no Suda Weiye 59.16% 129.36% 3 Jointo Energy Investment Co.Ltd.Hebei(000600) 0 3.86% Weige
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 — 4100978%-
Note: as of March 7, 2022:
1. Among the company’s guarantees for Weiwang technology, a wholly-owned subsidiary, RMB loan guarantees totaled 686602 million yuan, with USD loans
The guarantee is USD 2.815 million (converted into RMB at the central rate of RMB exchange rate announced by the people’s Bank of China on March 7, 2022)
RMB 178691 million), and the total actual guarantee balance is RMB 865293 million;
2. Among the guarantees provided by the company to huarisheng, a wholly-owned subsidiary, RMB loan guarantees totaled 180.5 million yuan, with USD loans
The guarantee is US $5.15 million (converted into RMB at the middle rate of RMB exchange rate announced by the people’s Bank of China on March 7, 2022)
RMB 326912 million), and the total actual guarantee balance is RMB 2131912 million;
3. The maximum guarantee contract amount of the company’s loan to the wholly-owned subsidiary Yancheng Weige project is RMB 200 million,
Among them, the guarantee balance of the signed loan agreement is 200 million yuan, and the actual withdrawal guarantee balance is 289463 million yuan;
4. The maximum guarantee contract guarantee amount of the company’s loan to weiyeda Jiangsu project, a wholly-owned subsidiary of weiyeda, a holding subsidiary
RMB 230 million, of which the guarantee balance of the signed loan agreement is RMB 190 million, and the actual withdrawal guarantee balance has been made
The amount is 514311 million yuan;
5. In the above table, the company provided weiyeda with 60 million yuan of guarantee, of which 20 million yuan was used for its contribution to Bank Of Jiangsu Co.Ltd(600919) shares
Suzhou Pingjiang sub branch of Co., Ltd. applies for credit line; The 50 million yuan guarantee line provided by the company for weiyeda Jiangsu is used
Apply to Bank Of Jiangsu Co.Ltd(600919) Nantong Chengcheng sub branch for credit line;
6. The latest asset liability ratio of the guaranteed party is the asset liability ratio of the third quarter of 2021, and the data is unaudited;
7. In the proportion of the guarantee amount to the net assets of the listed company, the net assets caliber is the audited net assets in 2020;
8. This time, the company provided joint and several liability guarantee for the holding subsidiary Mata optoelectronics to apply for a comprehensive credit line from the bank
It should be noted that the related party Suzhou Video Communication Technology Co., Ltd. failed to provide the same proportion of guarantee, and the company provided guarantee for maita optoelectronics
Connected transactions; The company provides joint and several liability guarantee for the holding subsidiary weiyeda to apply for a comprehensive credit line from the bank,
The related parties of Suzhou Industrial Park Weizhou Guangxian technology partnership (limited partnership) and Jiang Lin failed to provide the same proportion of guarantee, and the company
Providing guarantee for weiyeda constitutes a connected transaction.
Weiwang technology, a wholly-owned subsidiary of the company, is proposed to be its wholly-owned subsidiary Yancheng Weiwang Technology Co., Ltd. (hereinafter referred to as “Weiwang technology”)
Yancheng Weiwang) and Yancheng Weisheng, a holding subsidiary, provide a guarantee of no more than 65 million yuan in total
quota.
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%-
Note: 1. The latest asset liability ratio of the guaranteed party is the asset liability ratio of the third quarter of 2021, and the data is unaudited;
2. The proportion of net assets of the listed company in the audited net assets in 2020.
The term of 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, and the limit can be recycled within the authorization period; Any contract or agreement signed by the company’s subsidiaries in accordance with the authorization within this period shall be deemed to be valid whether the expiration date exceeds the expiration date of the validity period or not. 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 guarantee within the guarantee amount approved by the general meeting of shareholders on behalf of the company and sign relevant legal documents.
In accordance with relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem and the articles of association, The minority shareholders of weiyeda, the central holding subsidiary of the guaranteed party, Weizhou Guangxian technology partnership (limited partnership) in Suzhou Industrial Park (hereinafter referred to as “Weizhou Guangxian”), Jiang Lin and the minority shareholder of Mata optoelectronics Suzhou Video Communication Technology Co., Ltd. (hereinafter referred to as “video communication”) are related parties of the company. The guarantee constitutes a related party transaction, However, it does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, does not constitute a reorganization and listing, and does not need to be approved by relevant departments. Meanwhile, the minority shareholders of weiyeda and maita optoelectronics did not provide the same proportion of guarantee to weiyeda and maita optoelectronics according to the proportion of capital contribution, and the guarantee amount of the company exceeded 30% of the latest audited total assets of the company within 12 consecutive months. This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. 2、 Basic information of the guaranteed party
(I) Suzhou weiyeda Touch Technology Co., Ltd
1. Basic information
Unified social credit Code: 91320594060176059g
Enterprise type: limited liability company
Registered address: No. 478, Zhongnan street, Suzhou Industrial Park
Date of establishment: December 28, 2012
Registered capital: 88235294 yuan
Legal representative: Zhou Xiaohong
Business scope: conductive film materials, touch sensors, touch panels, new optoelectronic components
R & D, sales and technical services; Production of conductive film; Mold development, manufacturing and sales; R & D, design, manufacturing and sales of computers; Provide relevant technical consultation and services; Engage in the import business of mechanical equipment, spare parts, raw and auxiliary materials required for production and the export business of self-produced products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Ownership structure
Name of shareholder subscribed capital contribution (10000 yuan) shareholding ratio
Svg Tech Group Co.Ltd(300331) 5,220.00 59.16%
Suzhou Industrial Park universal touch technology partnership (limited partnership) 885.00 10.03%
Zhou Xiaohong 795.00 9.01%
Suzhou Industrial Park Weizhou Guangxian technology partnership (limited partnership) 794.12 9.00%
Gongqingcheng taigeweina investment partnership (limited partnership) 529.41 6.00%
Hu Chaoyun 300.00 3.40%
Jiang Lin 150.00 1.70%
Yang zhe 150.00 1.70%
