Securities code: 000801 securities abbreviation: Sichuan Jiuzhou Electronic Co.Ltd(000801) Announcement No.: 2022007 Sichuan Jiuzhou Electronic Co.Ltd(000801)
Announcement on the amount of guarantee provided by the company for its 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.
In order to support the production and operation capital needs of Chengdu Jiuzhou Difei Technology Co., Ltd. (hereinafter referred to as “Jiuzhou Difei”) and ensure the smooth development of its business, the company plans to provide Jiuzhou Difei with joint and several liability guarantee for bank loans not exceeding RMB 90 million in 2022. The validity period of the guarantee limit is one year from the date of deliberation and approval by the board of directors of the company, and the guarantee limit can be recycled within the authorization period.
The above guarantee does not belong to related party transactions. The guarantee has been unanimously deliberated and adopted at the fourth meeting of the 12th board of directors in 2021. According to the stock listing rules of Shenzhen Stock Exchange and the articles of association, the company’s guarantee for Jiuzhou Difei does not need to be submitted to the general meeting of shareholders for deliberation.
1、 Estimated guarantee amount
Guaranteed amount of this announcement as of 2022
The guarantor’s recent pre-trial guarantee degree intends to account for the proportion of the listed company’s shareholding ratio of the guarantor and the guaranteed party in the first phase of the capital approval quota balance of the approval quota division’s latest related assets and liabilities (RMB 10000) (RMB 10000) (RMB 10000) to the net asset guarantee rate in the first phase
Sichuan Jiuzhou Electronic Co.Ltd(000801) Chengdu Jiuzhou
Difeike Technology Co., Ltd. 51.94% 67.69% 6500645090003.48%
Company company
2、 Basic information of the guaranteed
Company name: Chengdu Jiuzhou Difei Technology Co., Ltd
Date of establishment: October 14, 2004
Registered address: No. 15-21, floor 7 and No. 12-18, floor 8, building 2, No. 1366, middle section of Tianfu Avenue, Chengdu high tech Zone, China (Sichuan) pilot Free Trade Zone
Legal representative: Zhang Wensheng
Registered capital: 12.5 million yuan
Business scope: development, production (set up another branch or choose another business site), sales of electronic components, functional components, complete electronic machines, communication products (excluding wireless radio and television transmitting equipment and satellite ground receiving equipment), computer hardware and peripheral equipment; Development, sales, technology transfer, technical consultation and technical services of computer software; Import and export of goods and technology; Undertake construction and installation projects outside China (operate with relevant qualification licenses); machining; Sales of metal materials (excluding rare and precious metals), office equipment, instruments and meters, and building decoration materials (excluding hazardous chemicals); House lease (non residential house lease); Enterprise management consulting. (for the above business items that must be approved according to law, business activities can be carried out only after being approved by relevant departments).
Ownership structure: the company directly holds 51.936%, Chengdu Xundi enterprise management center (general partnership) holds 13.6%, and 9 natural person shareholders such as Zhang Wensheng hold 34.464%.
Sichuan Jiuzhou Electronic Co.Ltd(000801)
51.936%
Chengdu Jiuzhou Difei Technology Co., Ltd
Main financial indicators of the latest year and another period: as of December 31, 2020 (audited), the total assets were 473234900 yuan, the total liabilities were 311771800 yuan and the net assets were 161.4631 million yuan. In 2020, the operating revenue was 236463600 yuan, the total profit was 33.2359 million yuan and the net profit was 30.2864 million yuan, with an asset liability ratio of 65.88%.
As of September 30, 2021 (Unaudited), the total assets were 531.6124 million yuan, total liabilities 359.8292 million yuan and net assets 171.7832 million yuan. From January to September, 2021, the operating revenue was 204.9579 million yuan, the total profit was 32.8378 million yuan and the net profit was 29.1755 million yuan, with an asset liability ratio of 67.69%.
The total amount of contingencies of Jiuzhou Difei is 0.
After inquiry and verification, Jiuzhou Difei has good credit recently and is not a dishonest executee. 3、 Main contents of the guarantee agreement
The amount of guarantee to be provided this time is a matter to be guaranteed, and the relevant guarantee agreement has not been signed. The main contents of the guarantee agreement will be jointly negotiated and determined by the company, relevant subsidiaries and financing cooperation institutions, and the final total amount of actual guarantee will not exceed the guarantee amount considered this time.
4、 Opinions of the board of directors
The board of Directors believes that this guarantee is conducive to supporting the sustainable development of the subordinate companies, meeting the reasonable needs of their business development, helping them to expand their business, and in line with the interests of the company and all shareholders. The board of directors agrees to the above guarantee. The guarantee object is the holding subsidiary included in the consolidated statements of the company. The company has substantial control over Jiuzhou Difei, can fully grasp its operation and management, and the guarantee risk is controllable. The guaranteed holding subsidiary is stable in operation, has strong solvency, and its financial risk is within the effective control range of the company. There is no violation of the relevant provisions of the CSRC and the company’s external guarantee management system. 5、 Opinions of independent directors
After review, we believe that the guarantee of the company is to meet the needs of the normal production and operation of the holding subsidiary, and will not have an adverse impact on the normal operation and business development of the company. The guarantee object is the holding subsidiary included in the consolidated statements of the company, and its operation is stable. The guarantee complies with relevant regulations, and its deliberation procedures are legal and effective, without any damage to the interests of the company and shareholders. Therefore, we agree to the above guarantee matters of the company. 6、 Accumulated external guarantees and overdue guarantees
As of the announcement date, the total amount of external guarantee of the company and its holding subsidiaries is RMB 223.84 million (including this guarantee), which are guarantees for the company’s holding subsidiaries and their subsidiaries, accounting for 8.65% of the company’s audited net assets in 2020. After the guarantee was provided, the total balance of external guarantee of the company and its holding subsidiaries was 198.34 million yuan, accounting for 7.66% of the latest audited net assets of the listed company, and there was no illegal guarantee or overdue guarantee.
7、 Other
After the disclosure of the guarantee, if the guarantee changes, the company will timely perform the corresponding approval procedures and timely disclose the progress announcement.
8、 Documents for future reference
1. Resolution of the fourth meeting of the 12th board of directors in 2021.
2. Independent opinions of independent directors of the company on relevant proposals of the fourth meeting of the 12th board of directors in 2021.
It is hereby announced.
Sichuan Jiuzhou Electronic Co.Ltd(000801) board of directors January 4, 2002
