Chinalin Securities Co.Ltd(002945)
About Wuxi Chipown Micro-Electronics Limited(688508)
Verification opinions on providing guarantee for subsidiaries
Chinalin Securities Co.Ltd(002945) (hereinafter referred to as ” Chinalin Securities Co.Ltd(002945) ” or “sponsor”) as a sponsor of Wuxi Chipown Micro-Electronics Limited(688508) (hereinafter referred to as ” Wuxi Chipown Micro-Electronics Limited(688508) ” or “company”) for initial public offering of shares and listing on the science and innovation board, in accordance with the administrative measures for securities issuance and listing sponsor business and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange Laws, regulations, rules, normative documents such as the guidelines for self regulatory supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, and relevant provisions such as the Wuxi Chipown Micro-Electronics Limited(688508) articles of association have verified the guarantee provided by Wuxi Chipown Micro-Electronics Limited(688508) for the wholly-owned subsidiary Wuxi Antu Electronics Co., Ltd. (hereinafter referred to as “Wuxi Antu”). The verification and verification opinions are as follows: I. overview of the guarantee
In order to ensure the production and operation needs of Wuxi Antu, a wholly-owned subsidiary of the company, the company intends to provide joint and several liability guarantee with a maximum limit of RMB 50 million for the debt principal, interest, default interest, liquidated damages, damages and expenses actually incurred for the realization of creditor’s rights under any form of main contracts concluded between Wuxi Antu and China Resources Microelectronics Limited(688396) and its subsidiaries due to business transactions, The scope and duration of the guarantee shall be subject to the actually signed guarantee contract.
The company held the 9th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors on March 17, 2022, and deliberated and adopted the proposal on providing guarantee for subsidiaries.
According to the relevant provisions of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the articles of association, this guarantee is within the authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
Wuxi Antu was founded on August 8, 2017. Its registered address is 503, zone a, No. 18 Qingyuan Road, Xinwu District, Wuxi City. Its registered capital is 5 million yuan and its legal representative is Zhang Lixin. Its business scope: R & D, production and sales of integrated circuits and semiconductor discrete devices; Development and sales of electronic products and computer software and hardware; Sales of instruments and meters, general machinery and equipment, electrical machinery and hardware products; Technical services; Self Acting import and export business of various commodities and technologies.
Equity structure: Wuxi Antu is a wholly-owned subsidiary of Wuxi Chipown Micro-Electronics Limited(688508) .
The main financial data of Wuxi Anzhi in the last year are as follows:
Unit: 10000 yuan
No. main financial data December 31, 2021 / 2021
1. Total assets 547534
2. Total liabilities 827.96
3. Net assets 464737
4. Operating income 476568
5. Net profit 131448
6. Asset liability ratio: 15.12%
Note: the above data have been audited by notary Tianye Certified Public Accountants (special general partnership)
Wuxi Antu is a wholly-owned subsidiary of the company. Wuxi Antu is neither the person to be executed for breach of trust nor the subject of liability for breach of trust.
3、 Main contents of guarantee contract
At present, the company has not signed the relevant guarantee agreement. For the above specific matters, the board of directors of the company authorizes the management of the company to negotiate with Wuxi Antu, China Resources Microelectronics Limited(688396) and their subsidiaries on the relevant guarantee matters.
4、 Reasons and necessity of guarantee
The above guarantee items are to meet the needs of business development and expansion of business scale, in line with the actual business situation and overall development strategy of the company, and Wuxi Anqiu has stable production and operation and good credit status. The guarantee provided for Wuxi Anzhi this time has no counter guarantee.
5、 Notes on deliberations
(I) deliberations of the board of directors
On March 17, 2022, the ninth meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on providing guarantee for subsidiaries.
The board of directors of the company believes that the guarantee provided by the company for the business of wholly-owned subsidiaries is made to meet the needs of business development and expansion of business scale, which is in line with the actual business situation and overall development strategy of the company. The guarantee object is a wholly-owned subsidiary of the company, which can effectively control and prevent guarantee risks. The guarantee matters are in line with the interests of the company and all shareholders.
(II) deliberation of the board of supervisors
On March 17, 2022, the ninth meeting of the Fourth Board of supervisors of the company deliberated and adopted the proposal on providing guarantee for subsidiaries.
The board of supervisors believes that: the company’s guarantee for a wholly-owned subsidiary is a normal business behavior, and the guaranteed company has stable operation and good credit status. The company’s guarantee risk is small and will not have an adverse impact on the company. Opinions of independent directors
(III) opinions of independent directors
The independent directors believe that the guarantee provided by the company for the business of Wuxi Anzhi, a wholly-owned subsidiary, is to meet the needs of business development and expansion of business scale, and is in line with the actual business situation and overall development strategy of the company. The guaranteed object is a wholly-owned subsidiary of the company, which can effectively control and prevent guarantee risks. The decision-making and approval procedures of the proposal comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
6、 Opinions of the sponsor
After verification, the sponsor believes that: the company provides joint and several guarantee for the wholly-owned subsidiary Wuxi Antu to carry out business with China Resources Microelectronics Limited(688396) and its subsidiaries. The matters of liability have been deliberated and approved at the ninth meeting of the Fourth Board of directors, and the independent directors have expressed their consent. The above matters do not need to be submitted to the general meeting of shareholders for deliberation. This matter is to meet the needs of business development and expansion of business scale, in line with the actual business situation and overall development strategy of the company, and there is no damage to the interests of the company and investors.
Therefore, the recommendation institution has no objection to the guarantee provided by Wuxi Chipown Micro-Electronics Limited(688508) for the subsidiary.
