Securities code: Fujian Nebula Electronics.Ltd(300648) securities abbreviation: Fujian Nebula Electronics.Ltd(300648) Announcement No.: 2022016 Fujian Nebula Electronics.Ltd(300648)
Progress announcement on providing guarantee for wholly-owned and holding subsidiaries
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、 Overview of guarantee
Fujian Nebula Electronics.Ltd(300648) (hereinafter referred to as “the company”) held the 17th meeting of the third board of directors and the second extraordinary general meeting of shareholders in 2022 on January 14, 2022 and February 9, 2022 respectively, and deliberated and adopted the proposal on providing guarantee for wholly-owned and holding subsidiaries in 2022. In order to meet the needs of production and operation funds of the company’s wholly-owned and holding subsidiaries, it is agreed that the company will provide a total guarantee amount of RMB 250 million for wholly-owned and holding subsidiaries with asset liability ratio of more than 70%, and a total guarantee amount of RMB 50 million for wholly-owned and holding subsidiaries with asset liability ratio of less than 70%.
The guarantee methods include but are not limited to joint and several liability guarantee, mortgage, pledge, etc. the guarantee period shall not exceed three years. The period for signing the guarantee agreement and other relevant legal documents shall be one year from the date of deliberation and approval by the general meeting of shareholders of the company (the guarantee period and scope shall be subject to the final agreement). Within the above period, the guarantee amount can be recycled. At the same time, the chairman is authorized to be fully responsible for approving the specific guarantee matters of the company within the guarantee limit, and the chairman or his designated agent is fully authorized to negotiate and sign specific guarantee schemes and relevant legal documents with banks on behalf of the company.
For details, see the announcement on providing guarantees for wholly-owned and holding subsidiaries in 2022 (Announcement No.: 2022009) disclosed by the company on cninfo.com on January 15, 2022.
2、 Guarantee progress
(I) Fujian Xingyun Testing Technology Co., Ltd. (hereinafter referred to as “Fujian Xingyun testing”) and China Merchants Bank Financial Leasing Co., Ltd. (hereinafter referred to as “China Merchants Bank Finance”) recently signed the financial leasing contract (No.: cm74zz2202233226, hereinafter referred to as “main contract (I)”, The financial leasing business with a total financing amount of RMB 27320213300 is applied for, and the term is 36 months. The company provided joint and several guarantee liability guarantee for the above financial leasing business of Fujian Xingyun testing, and signed the guarantee contract (No.: zldbfjxy2202233226) with China Merchants Bank Finance.
(II) Ningde Xingyun Testing Technology Co., Ltd. (hereinafter referred to as “Ningde Xingyun testing”) and China Merchants Bank Financial Leasing Co., Ltd. (hereinafter referred to as “China Merchants Bank Finance”) recently signed the financial leasing contract (No.: cm74zz2202233225, hereinafter referred to as “main contract (II)”, The financial leasing business with a total financing amount of RMB 1722840694 is applied for, and the term is 36 months. The company provided joint and several guarantee liability guarantee for the above financial leasing business of Ningde Xingyun, and signed the guarantee contract (No.: zldbfjxy2202233225) with China Merchants Bank Finance.
(III) Fujian xingdupang Precision Industry Co., Ltd. (hereinafter referred to as “xingdupang”), a holding subsidiary of the company, and Xiamen Bank Co.Ltd(601187) Fuzhou branch (hereinafter referred to as ” Xiamen Bank Co.Ltd(601187) “), recently signed a credit line agreement (No.: gsht2022030798, hereinafter referred to as “main contract (III)”, The company provided joint and several guarantee liability guarantee for xingdupang’s debts under the credit line agreement, and signed the maximum guarantee contract (No.: gsht2022030798 guarantee) with Xiamen Bank Co.Ltd(601187) with the maximum principal amount of the guaranteed creditor’s rights of RMB 12 million, and the guaranteed main creditor’s rights occurred from March 10, 2022 to March 10, 2025.
The above guarantee is within the scope of the guarantee amount deliberated and approved by the second extraordinary general meeting of shareholders of the company in 2022. Since the company has effective control over the above holding subsidiaries in terms of operation and management, finance, investment and financing, has the ability to fully grasp and monitor the cash flow of the guaranteed company, and the financial risk is within the effective control range of the company, other shareholders do not provide the same proportion of guarantee.
As of the disclosure date of this announcement, the amount of guarantee provided by the company for bank financing of wholly-owned and holding subsidiaries has accumulated to RMB 1365487 million (including this guarantee).
3、 Basic information of the guaranteed
(I) Fujian Xingyun Detection Technology Co., Ltd
Date of establishment: November 22, 2018
Registered address: Building 1 and 4 building of Duoliang sound industry (Fuzhou) Co., Ltd., Majiang Avenue, Kuai’an extension District, Mawei District, Fuzhou City, Fujian Province (in the pilot Free Trade Zone)
Legal representative: Liu Zhi
Registered capital: 10 million yuan
Main business: testing technology services; Measurement services; Other unspecified quality inspection technical services; Other engineering and technical research and test development services; Other unlisted mechanical equipment leasing services; Other unspecified professional and technical services. (the equity structure of the subsidiary company in Fujian can only be carried out after being approved by the relevant equity holding department according to law, and the equity structure shall be as follows:
Name of shareholder shareholding ratio subscribed capital contribution (10000 yuan)
Fujian Nebula Electronics.Ltd(300648) 60% 600
Pingtan Dechen Junda investment partnership
(limited partnership) 40% 400
Total 100% 1000
Main financial position: the financial position of Fujian Xingyun testing in the latest year and the next period is as follows:
Unit: 10000 yuan
End of 2020 / September 30, 2021/
(audited) January September 2021 (Unaudited)
Total assets 7308162116028
Total liabilities 5271501680068
Including: total bank loans 367.59 721.17
Total current liabilities 527150877598
Net assets 203666435961
Operating income 452626818707
Total profit 932.45309827
Net profit 699.22232295
Contingencies (guarantee, mortgage
Litigation and arbitration matters) none
Latest credit rating status: 5A
According to the query on the website of the Supreme People’s court “national court dishonest Executees list information publishing and query platform”, Fujian Xingyun detection does not belong to dishonest Executees.
(II) Ningde Nebula Detection Technology Co., Ltd
Registered address: No. 11, Shugang Road, Dongqiao industrial concentration zone, Ningde City, Fujian Province
Legal representative: Liu Zhi
Registered capital: 10 million yuan
Main business: licensing items: Inspection and testing services; Certification services (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments) general items: motor vehicle inspection and testing services; Measurement services; Engineering and technical research and test development; Sales of new energy vehicle production and testing equipment; Standardized services; 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)
Ownership structure: Ningde Xingyun is a holding subsidiary of the company. The ownership structure is as follows:
Name of shareholder shareholding ratio subscribed capital contribution (10000 yuan)
Fujian Xingyun Detection Technology Co., Ltd. 80% 800
Fuzhou Xingxing Investment Development Co., Ltd. 20% 200
Total 100% 1000
Main financial status: the financial status of Ningde Xingyun test in the latest year and another period is as follows:
Unit: 10000 yuan
End of 2020 / September 30, 2021/
(audited) January September 2021 (Unaudited)
Total assets 187106741300
Total liabilities 874.30546970
Including: total bank loans 0.00 0.00
Total current liabilities 874.30156705
Net assets 996.77194330
Operating income 0. Jiangsu Guoxin Corp.Ltd(002608) 02
Total profit -4.31126262
Net profit -3.23 946.54
Contingencies (guarantee, mortgage
Litigation and arbitration matters) none
Latest credit rating status: a-
Through the inquiry on the website of the Supreme People’s court “national court dishonest Executees list information publishing and inquiry platform”, Ningde Nebula detection does not belong to dishonest Executees.
(III) Fujian xingdupang Precision Industry Co., Ltd
Date of establishment: September 24, 2021
Registered address: No. 25, Majiang Road, Mawei District, Fuzhou City, Fujian Province (in the pilot Free Trade Zone)
Legal representative: Chen Hui
Registered capital: 13.5 million yuan
Main business: general items: Machining of mechanical parts and components; Research and development of metal products; Metal structure manufacturing; Sales of metal products; General parts manufacturing; Mold manufacturing; Mold sales; Manufacturing of electronic components and electromechanical components; Maintenance of electronic and mechanical equipment (excluding special equipment); Engineering and technical research and test development; Intelligent basic manufacturing equipment manufacturing (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Equity structure: xingdupang is the holding subsidiary of the company, and the equity structure is as follows:
Name of shareholder shareholding ratio subscribed capital contribution (10000 yuan)
Fujian Nebula Electronics.Ltd(300648) 67% 904.50
Fuzhou dupang Precision Technology Co., Ltd. 33% 445.50
Total 100% 135000
Main financial position: as of September 30, 2021, no business activities have been carried out.
Latest credit rating status: a
