Securities code: Visionox Technology Inc(002387) securities abbreviation: Visionox Technology Inc(002387) Announcement No.: 2022013 Visionox Technology Inc(002387)
Announcement on providing guarantee for holding subsidiaries to apply for bank loans
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.
Special risk tips:
Up to now, Visionox Technology Inc(002387) (hereinafter referred to as "the company") and the holding company's total external guarantees (including guarantees for subsidiaries within the scope of consolidated statements) have exceeded 100% of the company's latest audited net assets, the guarantee amount has exceeded 50% of the company's latest audited net assets, and the company's guarantee amount for units outside the consolidated statements has exceeded 30% of the latest audited net assets. Please pay attention to investment risks. 1、 Overview of guarantee
Yungu (Gu'an) Technology Co., Ltd. (hereinafter referred to as "Gu'an Yungu"), the holding subsidiary of the company, plans to apply for trade financing quota from China Construction Bank Corporation(601939) Gu'an sub branch due to the needs of daily operation. The total amount of trade financing shall not exceed the equivalent of 150 million yuan, and the validity period of the quota is 1 year. The company plans to provide joint and several liability guarantee for the above loan business, and the company plans to provide pledge guarantee with 0.765% equity of Gu'an Yungu.
This matter has been deliberated and approved by the 14th meeting of the 6th board of directors and the 12th meeting of the 6th board of supervisors held by the company on March 21, 2022. The independent directors of the company have expressed their independent opinions on this guarantee. In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this guarantee shall be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the guaranteed
1. Company Name: Yungu (Gu'an) Technology Co., Ltd
2. Unified social credit Code: 91131022ma07t0qg8y
3. Company type: other limited liability companies
4. Registered address: emerging industry demonstration zone, Gu'an County, Langfang City, Hebei Province
5. Legal representative: Yang Yubin
6. Registered capital: RMB 20530 million
7. Date of establishment: June 23, 2016
8. Business scope: technology promotion services; R & D, production and sales: electronic products, electronic components, supporting components, machinery, equipment and spare parts, computer software, hardware and auxiliary equipment; Basic software services and application software services; Import and export of goods; Technology development, technology transfer and technical consultation; Enterprise management consulting and services (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Main financial data:
Unit: 10000 yuan
December 31, 2020 / September 30, 2021 / the third quarter of 2021
Total assets 266568123245996366
Total liabilities 6288931149620858
Net assets 203678812196375508
Operating income 6663236
Total profit 1214393 -9751966
Net profit 1108415 -7647734
Note: the financial data of 2020 has been audited, and the financial data of the third quarter of 2021 has not been audited.
10. The company directly holds 53.73% of the shares of Gu'an cloud Valley and indirectly holds 22.10% of the shares of Gu'an cloud valley through Langfang new display industry development fund (limited partnership). Therefore, the company holds 75.83% of the shares of Gu'an cloud Valley directly and indirectly; Hebei new display industry development fund (limited partnership) directly holds 46.27% equity of Gu'an Yungu. Gu'an cloud Valley has not conducted credit rating and is not a person subject to dishonesty.
3、 Main contents of the trade financing service cooperation agreement
Party A: Yungu (Gu'an) Technology Co., Ltd
Party B: China Construction Bank Corporation(601939) Gu'an sub branch
In order to strengthen the cooperation between Party A and Party B in the field of trade financing business, this agreement is signed by both parties through consultation as a prerequisite for Party B to sign a contract related to trade financing business with Party A and provide corresponding trade financing financial services to Party A accordingly.
Article 1 business scope
The trade financing business products that Party A can apply for under this Agreement are import trade financing (opening letters of credit, trust receipt loans), cross-border linkage financing (overseas payment) and others (import entrusted payment). Article 2 trade financing quota
The trade financing limit mentioned in this agreement refers to the limit of the principal balance of trade financing provided by Party B to Party A under certain conditions, that is, the total amount of trade financing up to 150 million yuan. Article 3 effectiveness of the agreement
1. All legal documents (including but not limited to the annexes to this agreement, the business contract of trade financing products under this agreement, relevant business applications, various certificates, etc.) forming the creditor's right and debt relationship between Party A and Party B under this Agreement are an integral part of this agreement.
2. If the terms of this agreement conflict with the terms of any other written legal documents related to the trade financing business under this Agreement (including but not limited to the annexes to this agreement, the trade financing product business contract under this agreement, relevant business application, etc.), the terms of such other written agreements shall prevail and shall not affect the validity of the remaining terms of this agreement.
Article 4 effective conditions of the agreement
1. This agreement is signed and sealed by Party A's Representative (principal) or authorized agent; 2. The person in charge or authorized agent of Party B shall sign and affix the official seal; If Party B authorizes its branch to sign this agreement, this Agreement shall be signed by the person in charge of the branch and stamped with the official seal of the branch.
4、 Main contents of maximum guarantee contract
Guarantor (Party A): Visionox Technology Inc(002387)
Creditor (Party B): China Construction Bank Corporation(601939) Gu'an sub branch
Whereas Party A is willing to provide the maximum guarantee for a series of debts of the debtor under the trade financing service cooperation agreement (hereinafter referred to as the "main contract") signed by Party B and Yungu (Gu'an) Technology Co., Ltd. (hereinafter referred to as the "debtor"), in accordance with relevant laws, regulations and rules, Party A and Party B enter into this contract through consultation for mutual compliance and implementation.
Article 1 scope of guarantee, maximum limit of creditor's rights and determination period of creditor's rights
1. The guarantee scope of this maximum guarantee is all debts under the main contract, including but not limited to all principal, interest (including compound interest and default interest), liquidated damages, compensation, judgment or mediation and other effective legal documents. The debt interest that should be doubled during the delay in performance Other payments payable by the debtor to Party B (including but not limited to the relevant handling fees, telecommunication fees, miscellaneous fees, bank fees refused to be borne by the beneficiary under the letter of credit, etc.) and the expenses incurred by Party B in realizing the creditor's rights and security rights (including but not limited to legal fees, arbitration fees, property preservation fees, travel expenses, execution fees, evaluation fees, auction fees, notarization fees, service fees, announcement fees, lawyer fees, etc.).
2. The maximum limit of guarantee liability under the maximum guarantee is RMB 157 million (equivalent foreign currency). If Party A performs its guarantee obligations under this contract, the maximum amount shall be reduced accordingly according to the amount performed. 3. The determination period of the creditor's rights guaranteed by the maximum amount is 1 year.
4. The loans, advances, interests, expenses under the main contract or the actual formation time of any other creditor's rights of Party B, even if it exceeds the determination period of creditor's rights, still belong to the guarantee scope of this maximum guarantee. The expiration date of the debt performance period under the main contract is not limited by the expiration date of the creditor's right determination period.
Article 2 guarantee method
The guarantee provided by Party A under this contract is joint and several liability guarantee.
Article 3 guarantee period
1. The guarantee period under this contract shall be calculated separately according to the single credit business handled by Party B for the debtor, that is, from the signing date of the main contract of the single credit business to three years after the expiration date of the debtor's debt performance under the main contract.
2. If Party B and the debtor reach an extension agreement on the debt performance period under the main contract, the guarantee period shall end three years after the expiration of the debt performance period re agreed in the extension agreement. The extension does not need the consent of the guarantor, and the guarantor still needs to bear joint and several guarantee liabilities.
3. In case of any event stipulated by laws and regulations or agreed in the main contract, if Party B declares that the debt is due in advance, the guarantee period shall end three years after the date of early maturity of the debt.
Article 4 change of main contract
1. Party A agrees that Party B and the debtor do not need to notify Party A of any change to the main contract (including but not limited to extending the debt performance period or increasing the principal amount of creditor's rights), and Party A shall still bear the guarantee liability within the maximum amount and guarantee scope agreed in this contract.
2. Party A's warranty liability shall not be reduced or exempted due to any of the following circumstances:
(I) restructuring, merger, merger, division, capital increase or decrease, joint venture, joint venture, renaming, etc. of Party B or the debtor;
(II) Party B entrusts a third party to perform its obligations under the main contract.
3. If the creditor's right under the main contract is transferred, the guarantee under this contract shall be transferred accordingly.
4. If the transfer of creditor's rights or debts under the main contract is not effective, invalid, cancelled or terminated, Party A shall still bear joint and several guarantee liabilities to Party B in accordance with this contract.
Article 5 effective conditions of the contract
This contract shall come into force after being signed or sealed by the legal representative (person in charge) or authorized agent of Party A and the person in charge or authorized agent of Party B.
5、 The main contents of the maximum right pledge contract
Pledgor (Party A): Visionox Technology Inc(002387)
Pledgee (Party B): China Construction Bank Corporation(601939) Gu'an sub branch
Whereas Party A is willing to provide the maximum right pledge guarantee for a series of debts of the debtor under the trade financing service cooperation agreement (hereinafter referred to as the "main contract") signed by Party B and Yungu (Gu'an) Technology Co., Ltd. (hereinafter referred to as the "debtor"), in accordance with relevant laws, regulations and rules, Party A and Party B enter into this contract through consultation for mutual compliance and implementation.
Article 1 pledge rights
Party A sets a pledge by holding 157 million shares of Yungu (Gu'an) Technology Co., Ltd. and all its derivative rights and interests (including but not limited to dividends, other income, etc.), and the value of the pledge object is RMB 157 million only.
Article 2 scope of guarantee, maximum limit of creditor's rights and determination period of creditor's rights
1. The guarantee scope of the maximum right pledge is all debts under the main contract, including but not limited to all principal, interest (including compound interest and default interest), liquidated damages, compensation, judgment or mediation and other effective legal documents. The debt interest that should be doubled during the delay in performance Other payments payable by the debtor to Party B (including but not limited to the relevant handling fees, telecommunication fees, miscellaneous fees, bank fees refused to be borne by the beneficiary under the letter of credit, etc.) and the expenses incurred by Party B in realizing the creditor's rights and security rights (including but not limited to legal fees, arbitration fees, property preservation fees, travel expenses, execution fees, evaluation fees, auction fees, notarization fees, service fees, announcement fees, lawyer fees, etc.).
2. The maximum limit of guarantee liability under the maximum right pledge is RMB 157 million (equivalent foreign currency). If Party A performs its guarantee obligations under this contract, the maximum amount shall be reduced accordingly according to the amount performed.
3. The determination period of the creditor's rights pledged by the maximum amount of rights is 1 year.
4. Even if the actual formation time of the loan, advance, interest, expense or any other creditor's right of Party B under the main contract exceeds the determination period of the creditor's right, it still belongs to the guarantee scope of the maximum right pledge. The expiration date of the debt performance period under the main contract is not limited by the expiration date of the creditor's right determination period.
Article 3 change of main contract
1. Party A agrees that Party B and the debtor do not need to notify Party A of any change to the main contract (including but not limited to extending the debt performance period or increasing the principal amount of creditor's rights), and Party A shall still bear the guarantee liability within the maximum amount and guarantee scope agreed in this contract.
2. Change of parties
Party A's guarantee liability shall not be reduced or exempted due to any of the following circumstances:
(I) restructuring, merger, merger, division, capital increase or decrease, joint venture, joint venture, renaming, etc. of Party B or the debtor;
(II) Party B entrusts a third party to perform its obligations under the main contract.
3. If the creditor's right under the main contract is transferred to a third party, the guarantee under this contract will be transferred accordingly. Party A shall assist Party B and the third party in handling the pledge change registration procedures required by law.
4. If the transfer of creditor's rights or debts under the main contract is not effective, invalid, cancelled or terminated, Party A shall still bear the guarantee liability to Party B in accordance with this contract.
Article 4 effectiveness of the contract
This contract shall come into force after being signed or sealed by the legal representative (person in charge) or authorized agent of Party A and the person in charge or authorized agent of Party B.
6、 Opinions of the board of directors
