Securities code: Dalian Demaishi Precision Technology Co.Ltd(301007) securities abbreviation: Dalian Demaishi Precision Technology Co.Ltd(301007) Announcement No.: 2022007 Dalian Demaishi Precision Technology Co.Ltd(301007)
About the company and its subsidiaries to financial institutions
Announcement of application for credit line, guarantee and related party transactions
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.
Dalian Demaishi Precision Technology Co.Ltd(301007) (hereinafter referred to as "the company") held the third meeting of the third board of directors and the third meeting of the third board of supervisors on March 15, 2022. The meeting deliberated and adopted the proposal on the application of the company and its wholly-owned subsidiaries for credit line, guarantee and related party transactions to financial institutions in 2022. The relevant information is hereby announced as follows:
1、 Overview of basic information
In order to meet the production, operation and development needs of the company and its wholly-owned subsidiary Dalian Jinhuade precision shaft Co., Ltd. (hereinafter referred to as the "subsidiary"), the company and its subsidiaries plan to apply for a comprehensive credit line with a total amount of no more than RMB 153 million from various financial institutions (including but not limited to commercial banks) in 2022.
The above comprehensive credit may require the company and its subsidiaries to mortgage or pledge their assets and equity. The parent company provides joint and several liability free guarantee for the subsidiaries, and the subsidiaries provide joint and several liability free guarantee for the parent company. It may also require the company's related parties Dalian Dalian Demaishi Precision Technology Co.Ltd(301007) investment Co., Ltd., he Jianping and Zhang Chuanhong to provide joint and several liability guarantee for the company and its subsidiaries free of charge, Guarantee types include but are not limited to mortgage, pledge, guarantee, etc. Financing types include but are not limited to working capital loan, project loan, bank acceptance bill, letter of guarantee, factoring, opening letter of credit, trade financing, bill discount and other comprehensive credit businesses.
The above-mentioned comprehensive credit period is from the date of adoption of the annual general meeting of shareholders in 2021 to the date of convening the annual general meeting of shareholders in 2022. At the same time, in order to improve work efficiency and handle financing business in time, the board of directors of the company requests the general meeting of shareholders to authorize the legal representative of the company or the authorized agent designated by the legal representative to sign the above comprehensive credit agreement and other documents with financial institutions, and all the legal and economic responsibilities arising therefrom shall be borne by the company. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Basic information of the guaranteed party
1. Company name: Dalian Demaishi Precision Technology Co.Ltd(301007) (the company)
Unified social credit Code: 91210200732764356p
Registered address: No. 88, Xingfa Road, Lushun Economic Development Zone, Dalian, Liaoning Province
Date of establishment: November 30, 2001
Legal representative: he Jianping
Registered capital: RMB 153.34 million
Main business: development of precision micro shafts and precision parts; Precision micro shaft and precision parts processing; Machinery manufacturing; Precision measurement (those involving administrative license must be operated with license); Import and export of goods and technologies (except for projects prohibited by laws and administrative regulations; projects restricted by laws and administrative regulations can only be operated after obtaining permission); House rental; Sales of moulds and fixtures (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments.)
Main financial data of the guaranteed for the latest year and the first period: (unit: RMB 10000)
Key financial data December 31, 2021 (audited)
Total assets 7332601
Total liabilities 1928970
Including: total bank loans 760000
Total current liabilities 1718041
Net assets 5403630
Operating income 4565726
Total profit 417221
Net profit 380834
2. Company name: Dalian Jinhuade precision shaft Co., Ltd
Unified social credit Code: 91210212565540995p
Registered address: No. 27-2, Huayang Road, Lushunkou District, Dalian, Liaoning
Date of establishment: February 15, 2011
Legal representative: he Jianping
Registered capital: RMB 20 million
Main business: processing of precision micro shafts and precision parts, processing of mechanical parts, import and export of goods and technologies (except for projects prohibited by laws and administrative regulations; projects restricted by laws and administrative regulations can be used only after obtaining permission
Affiliated relationship: a wholly-owned subsidiary of the company
Main financial data of the guaranteed for the latest year and the first period: (unit: RMB 10000)
Key financial data December 31, 2021 (audited)
Total assets 1173206
Total liabilities 391497
Including: total bank loans 150000
Total current liabilities 377643
Net assets 781709
Operating income 1215093
Total profit 137602
Net profit 127562
3. After verification, the debt ratio of the above-mentioned guaranteed is not more than 70% and is not a dishonest person.
3、 Basic information of related parties
Dalian Dalian Demaishi Precision Technology Co.Ltd(301007) Investment Co., Ltd. is the controlling shareholder of the company, holding 25.65 million shares of the company, accounting for 16.73% of the total share capital of the company.
Mr. He Jianping, Chinese nationality, is the actual controller, chairman and general manager of the company. As of the disclosure date of this report, he directly holds 462000 shares of the company, accounting for 0.3% of the total share capital of the company. He indirectly holds 12825000 shares of the company through Dalian Dalian Demaishi Precision Technology Co.Ltd(301007) Investment Co., Ltd., accounting for 8.36% of the total share capital of the company. He is not a dishonest executee.
Ms. Zhang Chuanhong, Chinese nationality, is the manager of Dalian Dalian Demaishi Precision Technology Co.Ltd(301007) Investment Co., Ltd., the controlling shareholder. She is the spouse of Mr. He Jianping, the actual controller, chairman and general manager of the company. She does not hold shares of the company and is not a dishonest executee.
4、 Pricing policy and basis
This related party guarantee is a joint and several liability guarantee provided by related parties for the company to apply for the credit line of relevant financial institutions free of charge. It is a voluntary act of related parties to support the operation and development of the company. The company does not need to pay consideration, which is conducive to the production and operation of the company and does not damage the interests of the company and other shareholders.
5、 Main contents of the proposed agreement
The company, subsidiaries and related parties have not signed relevant agreements with financial institutions yet. Within the scope of credit line, the specific credit amount, credit method and other terms shall finally be subject to the formal agreement or contract actually signed between the company and the bank. The comprehensive credit line can be recycled, and the total credit amount shall not exceed the guarantee line deliberated and approved at this meeting.
The board of directors of the company proposes that the company and its wholly-owned subsidiaries apply to the bank for credit line and guarantee in 2022, which is required by the company's business development and operation. The guarantor provides joint and several liability guarantee free of charge, in order to help the company supplement the working capital required for daily production and operation, reflecting the support of controlling shareholders and actual controllers to the enterprise, It is conducive to the company's sustainable and stable operation and future development, has a positive impact on the company's daily business activities, and is in the interests of the company and all shareholders.
7、 Review procedures and relevant opinions for implementation
1. Deliberations of the board of directors
On March 15, 2022, the third meeting of the third board of directors of the company deliberated and approved the proposal on the application of the company and its wholly-owned subsidiaries for credit line, guarantee and related party transactions to financial institutions in 2022. Mr. He Jianping, a related director, avoided the vote on this proposal.
The board of Directors believes that the application for credit line from the bank can provide financial guarantee for the operation and development of the company and its wholly-owned subsidiaries, which is in line with the company's development strategy. The risk of mutual guarantee provided by the company and its subsidiaries is controllable. The guarantee of the subsidiary has been agreed by the shareholders of the subsidiary, and the above guarantee does not damage the interests of the company and all shareholders.
2. Prior approval and independent opinions of independent directors
(1) Prior approval opinions of independent directors
The purpose of related party guarantee is to help the company supplement the working capital required for daily production and operation, which reflects the support of controlling shareholders and actual controllers to the enterprise, is conducive to supporting the development of the company, and there is no situation that damages the interests of minority shareholders. The independent directors agreed to submit the proposal to the third meeting of the third board of directors for deliberation.
(2) Independent opinions of independent directors
After review, In 2022, the contents and decision-making procedures of the company and its subsidiaries applying for credit line and guarantee from the bank comply with the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and the guidelines for supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantee of listed companies The requirements of relevant laws, regulations and systems such as the Shenzhen Stock Exchange GEM Listing Rules and the articles of association. The guaranteed company operates well, its financial situation is stable, and its financial risks are within the scope of effective control. The guarantor provides joint and several liability guarantee free of charge, which will not damage the interests of the company and shareholders, especially small and medium-sized shareholders. The related directors have avoided voting. The independent directors of the company agreed to the proposal.
3. Deliberation of the board of supervisors
In 2022, the company and its wholly-owned subsidiaries applied to the bank for credit line and guarantee, which is the normal needs of the company's business development and operation. The guarantor provided joint and several liability guarantee free of charge, in order to help the company supplement the working capital required for daily production and operation, have a positive impact on the company's daily business activities, and be conducive to the company's sustainable and stable operation and future development, In line with the interests of the company and all shareholders.
4. Verification opinions of the recommendation institution
After verification, the recommendation institution believes that: Dalian Demaishi Precision Technology Co.Ltd(301007) and its subsidiaries apply to financial institutions for credit lines, provide guarantees and related party transactions, which is conducive to the fund-raising and business development of the company and its subsidiaries and in line with the interests of listed companies. The relevant matters have been deliberated and approved at the third meeting of the third board of directors and the third meeting of the third board of supervisors of the company, and the independent directors of the company have expressed their consent. The necessary deliberation procedures have been performed for this matter, and there is no situation that damages the interests of the company and other shareholders. The matter still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The recommendation institution has no objection to the company and its subsidiaries applying for credit line, providing guarantee and related party transactions to financial institutions.
8、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the accumulated external guarantee balance of the company and its subsidiaries is RMB 15 million, all of which are guarantees for subsidiaries, accounting for 2.54% of the audited net assets of the company in 2021.
As of the disclosure date of this report, the company and its subsidiaries have no overdue external guarantee, no external guarantee involving litigation and losses due to the judgment of losing the guarantee.
9、 From the beginning of the year to the disclosure date, the total amount of various connected transactions with the above connected persons has accumulated. From January 1, 2022 to the disclosure date of this announcement, the company has no other connected transactions with each connected person except this transaction.
10、 Documents for future reference
1. Prior approval opinions of independent directors on matters related to the third meeting of the third board of directors of the company; 2. Resolutions of the third meeting of the third board of directors;
3. Opinions of the third session of the independent board of directors;
4. Resolutions of the third meeting of the third board of supervisors;
5. Verification opinions of Huachuang Securities Co., Ltd. on Dalian Demaishi Precision Technology Co.Ltd(301007) and its subsidiaries applying for credit line, providing guarantee and related party transactions to financial institutions.
It is hereby announced.
Dalian Demaishi Precision Technology Co.Ltd(301007)
