Stock Code: Jiangsu Azure Corporation(002245) stock abbreviation: Jiangsu Azure Corporation(002245) No.: 2022015 Jiangsu Azure Corporation(002245)
Announcement on external guarantees
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:
After this guarantee, the total guarantee amount of the company and its holding subsidiaries is 520 million yuan, accounting for 145.73% of the net assets of the parent company audited in the latest period (2021), all of which are guarantees for subsidiaries within the scope of consolidated statements. Please pay full attention to the guarantee risk.
1、 Overview of guarantee
In order to meet the needs of the production and operation development of the subordinate companies in 2022, the 25th meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on external guarantees, proposed to carry out the following external guarantees, and authorized the operation management to handle relevant matters. The details are as follows:
1. Provide guarantee for the bank financing business of the subsidiary Huai’an Aoyang Shunchang Photoelectric Technology Co., Ltd. (including the subsidiary within the scope of consolidated statements), with the guarantee amount not exceeding 600 million yuan. The actual guarantee amount, type and term shall be subject to the contract.
2. Provide guarantee for the bank financing business of the subsidiary Jiangsu Tianpeng power supply Co., Ltd. (including the subsidiary within the scope of consolidated statements), with the guarantee amount not exceeding RMB 2 billion. The actual guarantee amount, type and term shall be subject to the contract.
3. Provide guarantee for the bank financing business of the subsidiary Jiangsu Aoyang Shunchang Technology Materials Co., Ltd. (including the subsidiary within the scope of consolidated statements), with the guarantee amount not exceeding RMB 1 billion. The actual guarantee amount, type and term shall be subject to the contract.
4. Provide guarantee for the bank financing business of the subsidiary Zhangjiagang aokesen Trading Co., Ltd., with the guarantee amount not exceeding RMB 50 million. The actual guarantee amount, type and term shall be subject to the contract.
5. Provide guarantee for the bank financing business of the subsidiary Yangzhou Aoyang Shunchang metal materials Co., Ltd., with the guarantee amount not exceeding RMB 100 million. The actual guarantee amount, type and term shall be subject to the contract.
The guarantee period is from the date of adoption of the general meeting of shareholders to the date of convening the annual general meeting of shareholders of the next year.
On March 19, 2022, the company held the 25th meeting of the 5th board of directors, deliberated and adopted the proposal on external guarantee. The voting was: 8 votes in favor, 0 votes against and 0 abstentions.
The guarantee still needs to be approved by the general meeting of shareholders.
2、 Basic information of the guaranteed party
1. Name of the guaranteed: Huai’an Aoyang Shunchang Photoelectric Technology Co., Ltd
Date of establishment: August 2, 2011
Legal representative: Chen Kai
Registered capital: RMB 1337730000
Business scope: R & D, manufacturing and sales of electronic products; Production, sales, installation and maintenance of lamps and devices for indoor and outdoor lighting; Technology development, technology transfer, technical consultation and related technical services in the electronic field; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies restricted or prohibited by the state). (the above production and manufacturing projects can only be constructed and operated after obtaining the approval opinions of the environmental protection department) (the projects that must be approved according to law can only be carried out after being approved by relevant departments)
The company directly and indirectly holds 70.20% equity of Huai’an optoelectronics through Jiangsu Aoyang Shunchang Optoelectronics Technology Co., Ltd. As of December 31, 2021, Huai’an optoelectronics has total assets of 28 Hangzhou Boiler Group Co.Ltd(002534) 00 yuan, total liabilities of 695247800 yuan and net assets of 2105056 million yuan; In 2021, the operating revenue was 1198752600 yuan, the total profit was 151813 million yuan, and the net profit was 184907 million yuan.
2. Name of the guaranteed: Jiangsu Tianpeng power supply Co., Ltd
Date of establishment: June 21, 2006
Legal representative: Chen Kai
Registered capital: 40 million yuan
Business scope: licensed items: import and export of goods; Technology import and export; Import and export agency (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results) general items: battery manufacturing; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
The company directly holds 100% equity of Jiangsu Tianpeng power supply Co., Ltd. As of December 31, 2021, Tianpeng power had total assets of 43748995 million yuan, total liabilities of 30447972 million yuan and net assets of 13 Yaguang Technology Group Company Limited(300123) million yuan; In 2021, the operating revenue was 2683397400 yuan, the total profit was 625306700 yuan, and the net profit was 531371400 yuan.
3. Name of the guaranteed: Jiangsu Aoyang Shunchang Technology Materials Co., Ltd
Date of establishment: May 8, 2019
Legal representative: Chen Kai
Registered capital: 417.22 million yuan
Business scope: manufacturing and R & D of new metal functional materials; Engaged in the production and processing of steel sector and aluminum alloy sector, and selling self-produced products; Storage and distribution of metal materials; Technical supply scheme of raw materials; Supply chain management technology development, technology transfer and related technical consultation; Import and export of goods or technologies (excluding those prohibited by the state or involving administrative examination and approval). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Jiangsu Aoyang Shunchang Technology Materials Co., Ltd. is a holding subsidiary of the company, and the company holds 80.14% of its equity. As of December 31, 2021, Shunchang technology has total assets of 2096312700 yuan, total liabilities of 1421890700 yuan and net assets of 674422000 yuan; In 2021, the operating revenue was 2763251900 yuan, the total profit was 218058200 yuan, and the net profit was 177690700 yuan.
4. Name of the guaranteed: Zhangjiagang aokesen Trading Co., Ltd
Date of establishment: February 7, 2012
Legal representative: Chen Kai
Registered capital: 5 million yuan
Business scope: self support and agency of import and export business of various commodities and technologies. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Zhangjiagang aokesen Trading Co., Ltd. is a wholly-owned subsidiary of the company. As of December 31, 2021, the total assets of aokesen were 389779 million yuan, the total liabilities were 276267 million yuan and the net assets were 113513 million yuan; In 2021, the operating revenue was 185478 million yuan, the total profit was 1.478 million yuan, and the net profit was 1.3988 million yuan.
5. Name of the guaranteed: Yangzhou Aoyang Shunchang metal materials Co., Ltd
Date of establishment: June 26, 2013
Legal representative: Chen Kai
Registered capital: 150 million yuan
Business scope: processing, warehousing and sales of metal materials, the company’s self-produced products, providing technical services for metal material supply scheme, hot-dip galvanizing and plastic spraying of metal parts, self-supporting and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies that are limited or prohibited by the state).
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The company holds 80% equity of Yangzhou Aoyang Shunchang metal materials Co., Ltd. As of December 31, 2021, Yangzhou Shunchang has total assets of 1201157 million yuan, total liabilities of 781462 million yuan and net assets of 419695 million yuan; In 2021, the operating revenue was 1296811 million yuan, the total profit was 6.2439 million yuan, and the net profit was 6.4377 million yuan. As of the disclosure date of this announcement, the above guarantee has not signed relevant agreements. The above guaranteed parties are the holding subsidiaries of the company and are not dishonest Executees.
3、 Opinions of the board of directors
The above guarantees are guarantees for holding subsidiaries. The company provides support for their bank financing or business development, which helps to promote the development of their business activities. The above-mentioned guaranteed parties are wholly-owned or holding subsidiaries of the company, and other shareholders have a low shareholding ratio and fail to provide the same guarantee according to the proportion of capital contribution.
The above-mentioned guaranteed party undertakes the actual production and operation of the company’s main business, has good business conditions, strong solvency, the company has strong control over it, provides guarantee for it, the risk is controllable, and there is no damage to the interests of the listed company.
4、 Opinions of independent directors
The opinions of the independent directors of the company are as follows: the external guarantees of the company are to provide guarantees for the companies within the scope of the consolidated statements, which is helpful to promote the development of their business activities, and the company has strong control over the companies within the scope of the consolidated statements, so the risk of providing guarantees for them is small.
5、 Accumulated external guarantees and overdue guarantees
The guarantee matters discussed this time are the maximum control amount of annual guarantee. The annual guarantee amount deliberated and approved by the company’s 2020 annual general meeting of shareholders will be replaced by the guarantee amount after the guarantee matters are deliberated and approved by the general meeting of shareholders. The existing guarantee balance of the company and its holding subsidiaries other than the project financing guarantee will be included in the guarantee amount.
After this guarantee, the total guarantee amount of the company and its holding subsidiaries is 520 million yuan (the external guarantee amount to be submitted to the general meeting of shareholders for deliberation is 3750 million yuan, and the original effective project financing guarantee amount is 145 million yuan), accounting for 145.73% of the net assets attributable to the parent company in the latest period (2021), all of which are guarantees for subsidiaries within the scope of consolidated statements, The total balance of guarantees provided by the company and its holding subsidiaries to units outside the consolidated statements is zero.
As of the disclosure date of this announcement, the actual external guarantee balance of the company (including the guarantee provided for subsidiaries within the scope of consolidated statements) was 2416360600 yuan, accounting for 67.72% of the audited net assets attributable to the parent company in the latest period (2021). Among them, the actual guarantee balance of subsidiaries within the scope of consolidated statements is RMB 2416360600; The total balance of guarantees provided to companies outside the consolidated statements is zero.
In the company’s existing external guarantee balance, there is no overdue external guarantee, no guarantee involving litigation, and no loss due to the judgment of losing the guarantee.
6、 Documents for future reference
1. Resolutions of the 25th meeting of the 5th board of directors of the company;
2. Independent opinions of independent directors on relevant matters.
It is hereby announced!
Jiangsu Azure Corporation(002245) board of directors March 22, 2002
