Securities code: 3Peak Incorporated(688536) securities abbreviation: 3Peak Incorporated(688536) Announcement No.: 2022011 3Peak Incorporated(688536) microelectronics technology (Suzhou) Co., Ltd
Announcement on the guarantee provided by the company for wholly-owned subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law. Important content tips: \uf020 guarantor: 3Peak Incorporated(688536) microelectronics technology (Shanghai) Co., Ltd. and all wholly-owned subsidiaries newly established or included in the consolidated statements within the authorization period \uf020 the company plans to add a guarantee of no more than RMB 300 million to the wholly-owned subsidiaries. As of the disclosure date of this announcement, the company’s guarantee balance for subsidiaries is 0 yuan \uf020 whether there is counter guarantee for this guarantee: no \uf020 this guarantee does not need to be submitted to the general meeting of shareholders of the company for deliberation
1、 Overview of guarantee
In order to meet the actual needs of daily operation and business development of subsidiaries and improve the efficiency of applying for financing from financial institutions, 3Peak Incorporated(688536) microelectronics technology (Suzhou) Co., Ltd. (hereinafter referred to as “the company”) plans to provide a guarantee of no more than 300 million yuan for bank financing matters applied by wholly-owned subsidiaries (including 3Peak Incorporated(688536) microelectronics technology (Shanghai) Co., Ltd. and all wholly-owned subsidiaries newly established or included in the consolidated statements within the authorization period). The authorization period of the above guarantee limit starts from the date of deliberation and approval of the current board of directors and ends on the date of the annual board of directors in 2022. Specific matters such as guarantee mode and guarantee period shall be subject to the guarantee agreement signed between the company and banks and other financial institutions.
The above guarantee amount is based on the current business situation. On the premise that the overall risk is controllable, in order to improve the flexibility of guarantee, the company can adjust the use within the guarantee limit according to the actual business development needs of all wholly-owned subsidiaries within the scope of consolidated statements within the authorization period, and the specific guarantee amount for each subsidiary is determined according to the limit finally negotiated and signed between the insured and each financial institution.
The above guarantee matters have been deliberated and approved at the second meeting of the third board of directors of the company, and the independent directors of the company have expressed their independent opinions. This guarantee does not need to be submitted to the general meeting of shareholders of the company for deliberation.
The board of directors of the company authorizes Mr. Zhixu Zhou, chairman of the board of directors, to sign various legal documents within the above authorization period and guarantee amount, and authorizes the financial personnel of the company to handle specific matters.
2、 Basic information of the guaranteed
1. Name of the guaranteed: 3Peak Incorporated(688536) microelectronics technology (Shanghai) Co., Ltd
2. Date of establishment: February 3, 2021
3. Registered address: Building C, No. 888, Huanhu West 2nd Road, Lingang New Area, China (Shanghai) pilot Free Trade Zone
4. Legal representative: Zhixu Zhou
5. Ownership structure: the company holds 100%
6. Business scope: technology development, technical consultation, technical service and technology transfer in the field of semiconductor technology and electronic technology; Integrated circuit design; Integrated circuit sales; Sales of electronic products; Retail of computer software, hardware and auxiliary equipment; Technology import and export; Import and export of goods.
7. Key financial data
Unit: 10000 yuan currency: RMB
Project December 31, 2021 (Unaudited)
Total assets 2976635
Total liabilities 224911
Net assets 2751724
2021 (Unaudited)
Operating income 697.17
Net profit -474158
Net profit after deducting non recurring profit and loss -480496
8. Major contingencies affecting the guaranteed’s solvency: None
9. Dishonest executee: the guaranteed is not a dishonest executee
10. Affiliated relationship or other relationship between the guaranteed and the company: the guaranteed is a wholly-owned subsidiary of the company
3、 Main contents of the guarantee agreement
Up to now, the company and its wholly-owned subsidiaries have not signed the guarantee agreement related to the above authorization. The actual guarantee amount shall be subject to the guarantee contract, performance guarantee or the reply of qualified financial institutions finally signed and executed. During the authorization period, the total amount of new guarantee will not exceed the above expected guarantee amount. If it exceeds the above guarantee amount, The company will timely perform the corresponding approval and information disclosure procedures in accordance with relevant regulations.
4、 Reasons and necessity of guarantee
The above guarantee matters are estimated based on the actual needs of the daily operation and business development of the wholly-owned subsidiary, which is conducive to improving the financing efficiency of the subsidiary and in line with the overall interests of the company. The guarantee objects are all wholly-owned subsidiaries of the company, the guarantee risk is generally controllable, and there is no damage to the interests of the company and shareholders.
5、 Review procedures and special opinions for implementation
(I) review procedures for the performance of this guarantee
The company held the second meeting of the third board of directors on March 11, 2022, and deliberated and adopted the proposal on the company’s provision of guarantee for wholly-owned subsidiaries by 9 votes in favor, 0 against and 0 abstention: the company agreed to provide guarantee for relevant financing matters of subsidiaries up to RMB 300 million within the authorization period, And authorize Mr. Zhixu Zhou, chairman of the company, to sign relevant legal documents.
According to the articles of association and other relevant provisions, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(II) opinions of independent directors
The independent directors of the company have expressed their independent opinions on the guarantee, which are clearly agreed as follows: the guarantee provided by the company for the wholly-owned subsidiary is based on the current reasonable estimation of the operation and development capital needs of the subsidiary. The guaranteed objects are all wholly-owned subsidiaries of the company. The company has control over the guaranteed objects and the risks are generally controllable, There is no situation that damages the interests of the company and shareholders, especially the interests of small and medium-sized investors. Therefore, all independent directors agree to this matter.
6、 Accumulated external guarantee amount and overdue guarantee amount
As of the disclosure date of this announcement, the total external guarantee of the company and its holding subsidiaries was 0 yuan, accounting for 0% of the audited net assets and total assets of the company at the end of 2021.
As of the disclosure date of this announcement, the total guarantee provided by the company to its holding subsidiaries was 0 yuan, accounting for 0% of the audited net assets and total assets of the company at the end of 2021.
As of the disclosure date of this announcement, the company and its holding subsidiaries have no overdue external guarantee or litigation guarantee.
It is hereby announced.
3Peak Incorporated(688536) microelectronics technology (Suzhou) Co., Ltd. board of directors March 14, 2022
