Securities code: Wenzhou Yihua Connector Co.Ltd(002897) securities abbreviation: Wenzhou Yihua Connector Co.Ltd(002897) Announcement No.: 2022020
Wenzhou Yihua Connector Co.Ltd(002897)
Announcement on providing guarantee for related parties
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
Wenzhou Yihua Connector Co.Ltd(002897) (hereinafter referred to as "the company") deliberated and adopted the proposal on equity transfer and related party transactions of subsidiaries at the third meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors held on March 18, 2022, It is agreed that the company will transfer 95% of the equity of its holding subsidiary Hunan Yihua transportation equipment Co., Ltd. (hereinafter referred to as "Hunan Yihua") to Yihua Holding Group Co., Ltd. (hereinafter referred to as "Yihua holding") at the price of RMB 116267 million. After the completion of this equity transfer, the company will no longer hold the equity of Hunan Yihua.
During the period when Hunan Yihua was the holding subsidiary of the company, the company provided joint and several liability guarantee to support its daily operation and management. Up to now, the total balance of guarantee provided by the company for Hunan Yihua is 217796400 yuan. The details are as follows:
Order creditor guarantor secured party guarantee balance guarantee period
No. person style (10000 yuan)
Three years from the day after the expiration of the 599954 business term of debt 1 sub branch under the Zhuzhou May 1 main contract of Huarong Xiangjiang bank
The two-year guarantee period of Yihua branch from the expiry date of the guarantee contract of Yizhou Zhuzhou branch 60000 shares 2 years
Industrial And Commercial Bank Of China Limited(601398) two years from the day after the expiration of the loan term of 1478010 of 3 development sub branch under the independent contract of Zhuzhou high tech
Total 2177964
The above guarantee matters have performed the necessary decision-making procedures in accordance with the regulatory rules, and the corresponding guarantee agreement has been signed. After the completion of the right transfer, the company will no longer hold the equity of Hunan Yihua, and Hunan Yihua will become a subsidiary of Yihua holding. Yihua holding is the controlling shareholder of the company and holds 45.48% of the equity of the company. According to the stock listing rules of Shenzhen Stock Exchange, Yihua holding is the related party of the company, and the above guarantee matters will become the guarantee matters of the company to related parties.
On March 18, 2022, the third meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors considered and adopted the proposal on providing guarantee for related parties. The related directors Chen xianmeng, Fang Jianbin, Fang Jianwen, Cai Shengcai, Jiang You'an and Zhu Songping avoided voting. The independent directors of the company issued prior approval opinions on the guarantee and expressed independent opinions on agreeing to the guarantee. The above guarantee matters need to be submitted to the general meeting of shareholders of the company for deliberation and approval, and the related parties interested in the related guarantee matters will withdraw from voting.
This related party guarantee does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the guaranteed party
(I) basic information of the guaranteed party
Name: Hunan Yihua transportation equipment Co., Ltd
Unified social credit Code: 9143020ma4q7lf5xr
Date of establishment: January 4, 2019
Type: other joint stock limited companies (unlisted)
Address: D-1, R & D building, phase 2.1, Xinma power innovation park, No. 899, Xianyue Ring Road, Tianyuan District, Zhuzhou City, Hunan Province
Legal representative: Chen xianmeng
Registered capital: 100 million yuan
Business scope: manufacturing of auto parts and accessories; R & D, production and sales of vehicle harness, connector, rail transit accessories and radiator; R & D, production and sales of electrical cabinet, cabinet, chassis and other hardware products; R & D, production and sales of computers and related products and general servers; Installation and maintenance of computer and auxiliary equipment; R & D, production and sales of electronic components; Manufacturing, sales and installation of lighting fixtures; Road cargo transportation (excluding dangerous goods). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Equity structure: the company holds 95% equity of Hunan Yihua and Hunan Yuanbao Technology Co., Ltd. holds 5% equity.
Before the equity transfer, Hunan Yihua company was the holding subsidiary of Hunan Yihua company. After the equity transfer, the company no longer holds the equity of Hunan Yihua and will no longer include it in the scope of the company's consolidated statements. The controlling shareholder of the company holds 95% of its shares and is a related Party of the company.
(II) main financial data
Unit: 10000 yuan
Project December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 25545993461516
Total liabilities 23557513594692
Accounts receivable 331775489875
Net assets 198848 -133176
Project year 2020 January September 2021 (Unaudited)
Operating income 654050808572
Operating profit -549699 -351259
Net profit -549722 -352024
Cash from operating activities
-854645 -553695 net flow
After inquiry in the national enterprise credit information publicity system, Hunan Yihua is not a dishonest person.
3、 Main contents of this external guarantee
After the completion of this equity delivery, the above guarantee will become the guarantee of the company to related parties. The main information related to the guarantee, such as the guarantee method, term and amount, shall be implemented in accordance with the original guarantee contract.
In order to ensure the legitimate rights and interests of the company, the company signed the counter guarantee agreement with the transferee Yihua holdings, which agreed that Yihua holdings would provide counter guarantee for the guarantee provided by the above-mentioned company to Hunan Yihua.
4、 Necessity of related party guarantee and its impact on the company
The above related party guarantee is the change of the guarantee matters within the scope of the original consolidated statements into related party guarantee due to this equity transfer. It occurred and continued in the past period. It is to ensure the smooth handover and transition of Hunan yihuade, ensure the continuous and stable financing business of the guarantee object and maintain the normal operation of the guarantee object. The related party guarantee provided by the company this time is based on the guarantee items approved in the previous historical period of the company. The related party guarantee formed due to the completion of this equity transfer does not belong to the situation of new guarantee. This guarantee is counter guaranteed by Yihua holding to the company, which will not have an adverse impact on the normal production and operation of the company.
5、 Opinions of the board of directors
The guarantee provided to related parties this time is formed due to the company's transfer of the equity of the holding subsidiary within the scope of merger. It is based on the guarantee items approved in the previous historical period and is not a new guarantee. In addition, Yihua holdings provides counter guarantee for the company, and the overall risk is controllable. This external guarantee will not have a significant impact on the daily operation of the company, nor will it damage the interests of the company and minority shareholders.
6、 Prior approval opinions of independent directors
We believe that after the company sells 95% of the equity of its holding subsidiary Hunan Yihua, Hunan Yihua will no longer be included in the scope of the company's consolidated statements. At the same time, as the counterparty Yihua Holding Group Co., Ltd. is the controlling shareholder of the company, due to the above transfer, the company continues to provide guarantee for Hunan Yihua, which will constitute related party guarantee. In order to maintain the continuous and stable financing business of Hunan Yihua, and the relevant guarantee contract and its guaranteed loan contract are still in existence, at the same time, Yihua holding provides counter guarantee to the company for the guarantee of Hunan Yihua until the expiration of the above guarantee period. This related party guarantee complies with the relevant provisions of the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies, and will not have an adverse impact on the company's business activities, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to submit the proposal on providing guarantee for related parties to the third meeting of the Fourth Board of directors of the company for deliberation, and the related directors must avoid voting.
7、 Opinions of independent directors
We believe that after the sale of the subsidiary, the company's guarantee for Hunan Yihua will be changed from the guarantee for the holding subsidiary to the guarantee for the company's related parties. In order to further ensure that the interests of the company will not be damaged, Yihua holdings will provide counter guarantee to the company for the guarantee of Hunan Yihua until the expiration of the above guarantee period. This related party guarantee follows the principles of fairness and impartiality, conforms to the interests of the company and all shareholders, conforms to the company's development strategy and is conducive to the long-term development of the company; Effective risk control measures have been taken to ensure that the risk is controllable, there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders, and it is in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. When the board of directors of the company deliberated the related party transaction proposal, the related directors avoided voting, and the deliberation procedure was legal and effective. We agree to submit the proposal on providing guarantee for related parties to the general meeting of shareholders for deliberation.
8、 Accumulated external guarantees and overdue guarantees
As of the date of this announcement, the guarantee amount considered by the company is 1340 million yuan, accounting for 102.54% of the company's latest audited net assets; The total amount of guarantee actually performed was 1057 million yuan, accounting for 80.88% of the company's latest audited net assets.
The company and its subsidiaries have no overdue guarantee, litigation guarantee, etc.
9、 Documents for future reference
1. Resolution of the third meeting of the Fourth Board of directors
2. Prior approval opinions of independent directors on matters related to the third meeting of the Fourth Board of directors
3. Independent opinions of independent directors on matters related to the third meeting of the Fourth Board of directors
It is hereby announced.
Wenzhou Yihua Connector Co.Ltd(002897) board of directors March 21, 2022
