Securities code: Shenzhen Refond Optoelectronics Co.Ltd(300241) securities abbreviation: Shenzhen Refond Optoelectronics Co.Ltd(300241) Announcement No.: 2022008 Shenzhen Refond Optoelectronics Co.Ltd(300241)
Announcement on providing guarantee for subsidiaries to apply for comprehensive credit from banks
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
Shenzhen Refond Optoelectronics Co.Ltd(300241) (hereinafter referred to as ” Shenzhen Refond Optoelectronics Co.Ltd(300241) ” or “the company”) holds 0.33% equity of Hubei Ruihua optoelectronics Co., Ltd. (hereinafter referred to as “Ruihua optoelectronics”), indirectly holds 99.67% equity through its wholly-owned subsidiary Zhejiang Shenzhen Refond Optoelectronics Co.Ltd(300241) Co., Ltd., and the company directly and indirectly holds 100% equity. Ruihua optoelectronics is an indirect holding subsidiary of the company. In order to meet the capital needs of Ruihua optoelectronics plant construction and daily production and operation, the company plans to provide joint and several liability guarantee for Ruihua optoelectronics to handle a comprehensive credit line of no more than 200 million yuan with a term of one year in the bank and a fixed asset loan line of no more than 350 million yuan with a term of no more than 10 years.
At the 22nd Meeting of the 4th board of directors held on March 21, 2022, the company deliberated and adopted the proposal on providing guarantee for subsidiaries to apply for comprehensive credit from banks. The independent directors of the company expressed independent opinions on this matter. The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
(I) Hubei Ruihua photoelectric Co., Ltd
Date of establishment: April 2, 2021
Legal representative: Wu Qiang
Company type: limited liability company
Registered capital of the company: 301 million yuan
Registered address: Entrepreneurship service center, Gedian Development Zone, Ezhou City, Hubei Province
Business scope of the company: general items; Optoelectronic device manufacturing; Sales of optoelectronic devices; Manufacturing of electronic components; Wholesale of electronic components; Retail of electronic components; Semiconductor lighting device manufacturing; Sales of semiconductor lighting devices; Leasing of machinery and equipment (except for projects subject to approval according to law, carry out business activities independently according to law with business license). The specific project or service can only be carried out with the approval of the relevant inspection department (subject to the approval of the relevant inspection project or service department according to the law).
Relationship with Shenzhen Refond Optoelectronics Co.Ltd(300241) company: the company holds 0.33% equity of Ruihua optoelectronics, and indirectly holds 99.67% equity through Zhejiang Shenzhen Refond Optoelectronics Co.Ltd(300241) Co., Ltd., a wholly-owned subsidiary. The company holds 100% equity directly and indirectly. Ruihua optoelectronics is an indirect holding subsidiary of the company.
As of January 31, 2022, the main financial data of Ruihua optoelectronics are as follows:
Unit: Yuan
Project amount
Total assets 121456939606
Total liabilities 45572289407
Net assets 75884650199
Operating income 243628573
Total profit -51084835
Net profit -7964114
Note: the above financial data have not been audited.
3、 Main contents of guarantee
The company plans to provide joint and several liability guarantee for Ruihua optoelectronics to handle a comprehensive credit line of no more than 200 million yuan with a term of one year in the bank and a fixed asset loan line of no more than 350 million yuan with a term of no more than 10 years.
4、 Opinions of the board of directors
The board of Directors believes that the guaranteed object Ruihua optoelectronics is an indirect holding subsidiary of the company, the company has control over the above companies, and the financial risks are within the scope of effective control. The guarantee provided by the company to the above companies will not damage the interests of the company and shareholders.
The board of directors agreed that the company would provide joint and several liability guarantee for Ruihua optoelectronics to handle comprehensive credit in the bank. 5、 Opinions of the board of supervisors
The board of supervisors believes that the guaranteed object Ruihua optoelectronics is an indirect holding subsidiary of the company, the company has control over the above companies, and the financial risks are within the scope of effective control. The guarantee provided by the company to the above companies will not damage the interests of the company and shareholders.
This guarantee is in line with the actual business needs of the company and will not have an adverse impact on the normal operation and business development of the company. The guarantee contents and decision-making procedures comply with the requirements of relevant laws and regulations such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the Listing Rules of shares on the gem of Shenzhen Stock Exchange and so on. 6、 Opinions of independent directors
Independent directors believe that:
1. The guaranteed object Ruihua optoelectronics is an indirect holding subsidiary of the company. The company has control over the above companies, and the financial risk is within the scope of effective control. The guarantee provided by the company to the above companies will not damage the interests of the company and shareholders.
2. This guarantee will not adversely affect the normal operation and business development of the company and its holding subsidiaries. 3. The guarantee contents and decision-making procedures comply with the requirements of relevant laws and regulations such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the Listing Rules of shares on the gem of Shenzhen Stock Exchange; Fulfilling the obligation of information disclosure according to law has safeguarded the interests of all shareholders.
In view of the above reasons, we agree that the company will provide joint and several liability guarantee for Ruihua optoelectronics to handle comprehensive credit in the bank.
7、 Accumulated total amount of external guarantees and overdue guarantees
As of the date of this announcement, the total guarantee amount of the company is 425 million yuan: 1. The total guarantee amount provided for the wholly-owned subsidiary Shenzhen Ling Photoelectric Technology Co., Ltd. is 300 million yuan, and 179975 million yuan has been actually used; 2. Zhejiang Shenzhen Refond Optoelectronics Co.Ltd(300241) Co., Ltd., a wholly-owned subsidiary, has guaranteed a total amount of 395 million yuan, of which 1145254 million yuan has actually been used.
The total amount guaranteed by the subsidiary to the parent company is 75 million yuan, and 1947511 million yuan has been actually used. The total guarantee amount of the company and its holding subsidiaries was 1175 million yuan, accounting for 93.93% of the company’s latest audited net assets. The company has no overdue guarantee.
8、 Documents for future reference
1. Resolutions of the 22nd Meeting of the 4th board of directors;
2. Resolutions of the 19th meeting of the 4th board of supervisors;
3. Independent opinions of the company’s independent directors on matters related to the 22nd Meeting of the Fourth Board of directors. It is hereby announced.
Shenzhen Refond Optoelectronics Co.Ltd(300241)
Board of directors
March 22, 2022
