Securities code: Visionox Technology Inc(002387) securities abbreviation: Visionox Technology Inc(002387) Announcement No.: 2022015 Visionox Technology Inc(002387)
Announcement on the progress of providing guarantee for holding subsidiaries
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 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
The company held the 18th meeting of the 5th board of directors and the 2020 general meeting of shareholders on April 27, 2021 and May 19, 2021, respectively, deliberated and approved the proposal on the prediction of the guarantee amount for the holding company in 2021, and agreed that the company would be a wholly-owned subsidiary Bazhou Yungu electronic Technology Co., Ltd., a wholly-owned subsidiary Visionox Technology Inc(002387) (Gu’an) display technology Co., Ltd The guarantee amount provided by Kunxian optoelectronic Holding Co., Ltd. (hereinafter referred to as “Kunxian optoelectronic Holding Co., Ltd.”) exceeds RMB 10.8 billion. The validity period of the guarantee limit is from the date of deliberation and approval of the company’s 2020 annual general meeting to the date of holding the company’s 2021 annual general meeting. For details, please refer to the company’s statements in the securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on April 29, 2021 and May 20, 2021 The announcement on the prediction of the guarantee amount for the holding company in 2021 and relevant announcements disclosed.
2、 Guarantee progress
Due to the needs of production and operation, Guoxian optoelectronics, the holding Sun company of the company, signed the financial leasing contract with Jiangsu Baohan Leasing Co., Ltd. (hereinafter referred to as “Baohan leasing”) on March 23, 2022 to carry out after-sales leaseback business with some of its own equipment and Baohan leasing. The total financing amount is 140 million yuan (signed in two transactions, one is 110 million yuan and the other is 30 million yuan), and the lease term is 2 years. The company provided irrevocable joint and several liability guarantee for the above financial leasing business and signed the guarantee contract with Baohan leasing. This guarantee is within the scope of the guarantee amount deliberated and approved by the 18th meeting of the Fifth Board of directors and the 2020 general meeting of shareholders of the company, and does not need to be submitted to the board of directors or the general meeting of shareholders of the company for deliberation again.
Guoxian optoelectronics is not listed as a dishonest person, and its operation, finance and credit are in good condition. Before this guarantee, the company’s guarantee balance to Guoxian optoelectronics was 3.061 billion yuan. After this guarantee, the company’s guarantee balance to Guoxian optoelectronics was 3.201 billion yuan (of which the expected balance of the guarantee amount occupied in 2021 was 2.851 billion yuan). After this guarantee, the available guarantee amount of Guoxian Optoelectronics in 2021 was 1.549 billion yuan.
3、 Basic information of the guaranteed
1. Company Name: Kunshan Guoxian photoelectric Co., Ltd
2. Unified social credit Code: 91320583056677344a
3. Company type: limited liability company
4. Registered address: Building 4, No. 1, Longteng Road, Kunshan Development Zone
5. Legal representative: Liu Deguang
6. Registered capital: 670715246304 yuan
7. Date of establishment: November 19, 2012
8. Business scope: R & D, production, sales, technical consultation and technical services of new flat panel display products and equipment; The import and export business of goods and technologies, except those that are pre licensed or prohibited by laws and administrative regulations; Investment management. (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 117568838123662040
Total liabilities 6236270771426798
Net assets 5520613152235242
Operating income 3720873423359963
Total profit 4821331 -3817940
Net profit 4260433 -3043242
Note: the financial data of 2020 has been audited, and the financial data of the third quarter of 2021 has not been audited
10. Guoxian optoelectronics is a 92.88% holding company of the company through its wholly-owned subsidiary Jiangsu Visionox Technology Inc(002387) Display Technology Co., Ltd., and Guokai development fund Co., Ltd. holds 7.12% equity of Guoxian optoelectronics. Guoxian optoelectronics has no credit rating and is not a dishonest executee. CDB development fund Co., Ltd. has no affiliated relationship or other business relationship with the company.
4、 Main contents of financial lease contract
Lessor: Jiangsu Baohan Leasing Co., Ltd
Lessee: Kunshan Guoxian photoelectric Co., Ltd
Article 1 lease item
The lease item under this contract is the fixed assets (machinery and equipment) stored in Kunshan Guoxian photoelectric Co., Ltd., with a total net book value of about 176 million yuan.
Article 2 lease term
The lease term of this contract is 2 years, which is calculated from the date when the lessor pays the transfer price of the lease item, obtains the ownership of the lease item and delivers it to the lessee for use.
Article 3 rent
The rent under this Contract consists of the lease principal and the lease interest, of which the lease principal amount is RMB 140 million only (signed in two transactions, one is RMB 110 million only and one is RMB 30 million only).
Article 4 ownership of the lease item upon expiration of the lease term
After the lease term expires and the lessee has paid off all the debts under the lease item, the lessee has the right to retain and purchase the lease item at the nominal price of RMB 100 only.
Article 5 effectiveness of the contract
This contract shall come into force from the date when the legal representatives or authorized representatives of both parties sign (or seal) and affix official seals. 5、 Main contents of guarantee contract
Creditor: Jiangsu Baohan Leasing Co., Ltd
Guarantor: Visionox Technology Inc(002387)
Whereas: 1. Kunshan Guoxian photoelectric Co., Ltd. (hereinafter referred to as the “Lessee” or “debtor”) has signed the financial leasing contract and other contract documents related to the leasing project (hereinafter referred to as the “main contract”) with the creditor; 2. In order to ensure that the debtor performs all the debts under the contract in accordance with the main contract and ensure the smooth realization of the relevant rights and interests of the creditor under the main contract, each guarantor voluntarily provides joint and several guarantees for the lessee for all the debts and liabilities under the financial lease contract.
Article 1 scope of guarantee
The scope of each guarantor’s guarantee is all debts under the main contract and its annexes, including but not limited to due and undue rent, early termination loss, early repayment compensation, liquidated damages, nominal price, handling fees and all monetary debts or other payment obligations agreed to be paid or borne by the debtor, as well as arbitration / litigation fees, property preservation fees, execution fees, lawyer fees, announcement fees, evaluation fees, auction fees Travel expenses, appraisal fees, audit fees and other expenses incurred by the creditor to realize the creditor’s rights under the main contract.
Article 2 guarantee method
2.1 the guarantee under this contract is irrevocable joint and several liability guarantee.
2.2 during the guarantee period, the creditor has the right to require the guarantor to bear all or part of the guarantee liability for all or part of the main creditor’s rights, multiple or single claims. If there are more than one guarantor under the main contract, the guarantor confirms that the creditor has the right to require any Guarantor to bear all guarantee responsibilities.
Article 3 guarantee period
3.1 the guarantee period under this contract is three years from the date of expiration of the last debt performance period.
3.2 in case of any event stipulated by laws, regulations or other agreements, resulting in the early maturity of the main debt, the creditor has the right to require the guarantor to perform the joint and several guarantee liability in advance. The guarantee period of the guarantor is three years from the date of the early maturity of the independent contract debt.
3.3 if the creditor and the debtor reach an extension agreement on the performance period of the main debt, the guarantor shall continue to bear the guarantee liability, and the guarantee period shall be three years from the expiration date of the debt performance period agreed in the extension agreement.
Article 4 others
4.1 this contract shall come into force after being signed (or sealed) and sealed by the legal representative (or person in charge) or its authorized representative of the creditor and the guarantor.
4.2 after the contract takes effect, except as agreed in the contract, neither party shall change or terminate it without authorization. If it is really necessary to change or terminate, both parties shall reach a written agreement through consultation. Before the written agreement is reached, it shall continue to be performed in accordance with the contract.
6、 Opinions of the board of directors
The target of this guarantee is Guoxian optoelectronics, a holding subsidiary within the scope of the company’s consolidated statements. The company holds 92.88% of its equity through Jiangsu Visionox Technology Inc(002387) Display Technology Co., Ltd., a wholly-owned subsidiary, and Guokai development fund Co., Ltd. holds 7.12% of the equity of Guoxian optoelectronics. Although Guoxian optoelectronics is not wholly owned by the company, the company can effectively control its operation and management, finance, investment, financing and other major aspects, and the risk is within the effective control range of the company. Therefore, Guokai fund does not provide the same proportion of guarantee or counter guarantee.
The company guarantees the subsidiary holding company, which is conducive to broadening the financing channels of the subsidiary and ensuring the sustainable and steady development of the company. It belongs to the production and operation needs of the subsidiary. The assets of the guaranteed party are excellent. Although Guoxian optoelectronics does not provide counter guarantee, the company has absolute control over it. The risks are under the effective control of the company and will not bring great risks to the company, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. 7、 Accumulated external guarantees and overdue guarantees
After this guarantee, the total external guarantee balance of the company and its holding subsidiaries was 16276757100 yuan, accounting for 107.14% of the company’s audited net assets in 2020. The total guarantee balance provided by the company and its holding subsidiaries to units outside the consolidated statements was 9435971800 yuan, accounting for 62.11% of the company’s audited net assets in 2020 and 6840785300 yuan for subsidiaries. The company has no overdue guarantee, no guarantee involving litigation, and does not bear losses due to the judgment of losing the guarantee.
8、 Documents for future reference
1. Financial leasing contract;
2. Guarantee contract;
3. Resolutions of the 18th meeting of the 5th board of directors;
4. Resolutions of the 2020 annual general meeting of shareholders.
It is hereby announced.
Visionox Technology Inc(002387) board of directors March 24, 2002
