Suzhou Thvow Technology Co.Ltd(002564)
With regard to the announcement of providing counter guarantee and related party transactions to the controlling shareholders in 2022, 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:
1. The counter guarantee provided by the company to Shanghai Electric Group Company Limited(601727) has been approved by independent directors in advance;
2. The counter guarantee provided by the company to Shanghai Electric Group Company Limited(601727) constitutes a connected transaction, which shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors. When the guarantee given by Shanghai Electric Group Company Limited(601727) to Suzhou Thvow Technology Co.Ltd(002564) takes effect, the counter guarantee provided by the company to Shanghai Electric Group Company Limited(601727) can take effect at the same time;
3. The counter guarantee provided by the company to Shanghai Electric Group Company Limited(601727) does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
1、 Overview of counter guarantee
Due to the business development needs of Suzhou Thvow Technology Co.Ltd(002564) (hereinafter referred to as “the company” and ” Suzhou Thvow Technology Co.Ltd(002564) “), the controlling shareholder and related party Shanghai Electric Group Company Limited(601727) (hereinafter referred to as ” Shanghai Electric Group Company Limited(601727) “) plans to provide the company with a total amount of 5.584.5 billion yuan of guarantee for Suzhou Thvow Technology Co.Ltd(002564) and its holding subsidiaries to borrow from related parties and apply for various financing from various financial institutions including banks. Guarantee period: the loan and credit guarantee for daily production and operation shall not exceed 3 years (inclusive), the loan and credit guarantee for project construction shall not exceed 15 years (inclusive), and the period of other guarantee matters shall be up to the date of the 2022 annual general meeting of shareholders. The aforesaid guarantee of Shanghai Electric Group Company Limited(601727) to the company shall be deliberated and approved by Shanghai Electric Group Company Limited(601727) board of directors and general meeting of shareholders.
In order to ensure the fairness and equivalence of guarantee matters, when the company and its holding subsidiaries specifically use the above guarantee amount, the company or its designated third party intends to provide Shanghai Electric Group Company Limited(601727) with counter guarantee measures including but not limited to equity, credit guarantee guarantee, asset mortgage and pledge and so on.
On March 23, 2022, the company held the 41st meeting of the 4th board of directors and the 28th meeting of the 4th board of supervisors, deliberated and approved the proposal on providing counter guarantee and related party transactions to the controlling shareholder in 2022, and agreed to provide counter guarantee to the controlling shareholder Shanghai Electric Group Company Limited(601727) on the basis of accepting the guarantee amount of Shanghai Electric Group Company Limited(601727) for the company with a total amount of 5.584.5 billion yuan, The counter guarantee line is 5.584.5 billion yuan. The general manager is fully authorized to provide Shanghai Electric Group Company Limited(601727) with measures including but not limited to equity, credit guarantee and asset pledge of the company’s subsidiaries within the total value of 5.584.5 billion yuan. The counter guarantee period is no more than 3 years (inclusive) for loan and credit guarantee in daily production and operation The loan and credit guarantee for project construction shall not exceed 15 years (inclusive), and the term of other counter guarantee matters shall be up to the date of the 2022 annual general meeting of shareholders.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the counter guarantee constitutes a connected transaction, which needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval. The connected shareholders need to avoid voting, and the guarantee given by Shanghai Electric Group Company Limited(601727) and Suzhou Thvow Technology Co.Ltd(002564) will take effect at the same time.
2、 Association relationship
Shanghai Electric Group Company Limited(601727) directly holds 132458814 shares of the company, accounting for 15.24% of the total share capital of the company. It obtains the voting rights of 131290074 shares of the company in the form of voting power entrustment, accounting for 15.10% of the total share capital of the company. In total, it obtains the voting rights of 30.34% of the shares of the company. It is the controlling shareholder of the company, and its actual controller, Shanghai SASAC, becomes the actual controller of the company. The counter guarantee provided to Shanghai Electric Group Company Limited(601727) constitutes a connected transaction.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
3、 Basic information of the guaranteed party and related parties
1. Company Name: Shanghai Electric Group Company Limited(601727)
2. Unified social credit Code: 91310 Zhongbai Holdings Group Co.Ltd(000759) 565082b
3. Registered capital: 15152461836 yuan
4. Legal representative: Leng Weiqing
5. Business scope: licensed items: business of class III medical devices; Production of class III medical devices; Production of class II medical devices; Various engineering construction activities; Installation, repair and test of power facilities; Installation, transformation and repair of special equipment. (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 projects shall be subject to the approval documents or licenses of relevant departments) general projects: design, manufacturing and sales of equipment manufacturing products related to power stations, power transmission and distribution, mechatronics, transportation, environmental protection equipment, lithium-ion batteries and power supply systems, provision of relevant after-sales services, and wholesale and sale of similar products of the above products Import and export of goods and technologies, commission agency (excluding auction), provision of relevant supporting services, general contracting of power engineering projects, general complete sets or sub delivery of equipment, industrial design services, manufacturing of special equipment for oil drilling and production, sales of special equipment for oil drilling and production, manufacturing of special equipment for oil refining and chemical production, sales of special equipment for oil refining and chemical production, sales of class I medical devices, production of class I medical devices, Sales of class II medical devices, leasing of medical equipment, foreign contracted projects, installation of general mechanical equipment, repair of special equipment and technical services. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
6. Main financial data of the latest period:
Unit: thousand yuan
Project September 30, 2021 (Unaudited)
Total assets 310949040
Owner’s equity attributable to the parent company 64201882
January September 2021 (Unaudited)
Total operating income 93528580
Net profit attributable to shareholders of the parent company – 4422309
Shanghai Electric Group Company Limited(601727) the financial data from January to September 2021 are extracted from the third quarter report of 2021 disclosed by Shanghai Electric Group Company Limited(601727) disclosure.
4、 Main contents of counter guarantee
Whereas Shanghai Electric Group Company Limited(601727) provides the company with a total amount of 5.584.5 billion yuan of guarantee for Suzhou Thvow Technology Co.Ltd(002564) and its holding subsidiaries to borrow from related parties and apply for various financing from various financial institutions including banks. In order to ensure the fairness and equivalence of the guarantee, when the company and its holding subsidiaries specifically use the above guarantee amount, The company or its designated third party intends to provide Shanghai Electric Group Company Limited(601727) with counter guarantee measures including but not limited to equity, credit guarantee, asset mortgage and pledge of subsidiaries. The company intends to fully authorize the general manager to provide Shanghai Electric Group Company Limited(601727) with counter guarantee including but not limited to equity, credit guarantee, asset pledge and other measures for Shanghai Electric Group Company Limited(601727) to provide Suzhou Thvow Technology Co.Ltd(002564) with counter guarantee of RMB 5584.5 million within the limit of total value of RMB 5584.5 billion. The counter guarantee period: it is used for loan and credit guarantee in daily production and operation, which shall not exceed 3 years The loan and credit guarantee for project construction shall not exceed 15 years (inclusive), and the term of other counter guarantee matters shall be up to the date of the 2022 annual general meeting of shareholders.
5、 Purpose of counter guarantee and related party transactions and its impact on Listed Companies
This counter guarantee and related party transaction is conducive to supporting the development of the company, without damaging the interests of enterprises and minority shareholders, and is not expected to have an impact on the operating performance of the company.
6、 Opinions of the board of directors
The board of Directors believes that the counter guarantee and related party transactions provided by the company to Shanghai Electric Group Company Limited(601727) are conducive to improving the financing efficiency of the company, meeting the needs of the company’s business development and promoting the sustainable development of the company. The board of directors made a comprehensive assessment on the asset quality, operation, industry prospect, solvency and credit status of the counter guarantee object. The counter guarantee object Shanghai Electric Group Company Limited(601727) has a stable future operation and good corporate governance. The counter guarantee behavior complies with the current effective laws, regulations and relevant internal regulations of the company, and there is no situation that damages the interests of listed companies and shareholders, especially small and medium-sized shareholders. Therefore, we agree to the above counter guarantee and related party transactions. The company held the 41st meeting of the 4th board of directors and the 28th meeting of the 4th board of supervisors on March 23, 2022, deliberated and adopted the proposal on providing counter guarantee and related party transactions for controlling shareholders in 2022, and the related directors Mr. Si Wenpei, Mr. Chu xirang and Mr. Xia Sicheng avoided voting.
7、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of 2022 to the disclosure date, the cumulative amount of purchase and sales transactions between the company and Shanghai Electric Group Company Limited(601727) and its subsidiaries was 3.4648 million yuan (excluding tax).
8、 Cumulative guarantee quantity and overdue guarantee quantity
As of March 23, the amount of counter guarantee authorized by the company was 5584.5 million yuan, accounting for 308.49% of the company’s latest audited net assets. The actual amount of guarantee was 385632 million yuan, which did not exceed the amount of counter guarantee authorized by the company, and the amount of overdue guarantee was 0. The above guarantee amount will be released on the date of the 2021 annual general meeting of shareholders of the company.
After the counter guarantee was deliberated and approved by the 2021 annual general meeting of shareholders, the amount of guarantee provided by the company for companies other than those within the scope of the company’s consolidated report was 5584.5 million yuan, accounting for 308.49% of the company’s latest audited net assets.
9、 Prior approval and independent opinions of independent directors
According to the fact that the guarantee provided by us to the controlling shareholders and their affiliated companies is against the development of the company’s interests, we do not provide guarantee information to the controlling shareholders and their affiliated companies for the purpose of supporting the development of the company’s business in advance, Comply with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, and the articles of association. We agree to submit the proposal to the 41st meeting of the Fourth Board of directors for deliberation.
Independent opinions of independent directors: as an independent director of the company, we have carefully reviewed the counter guarantee and related party transaction materials provided to the controlling shareholders. We believe that the above counter guarantee matters comply with the relevant provisions of the CSRC, Shenzhen Stock Exchange and the company. This guarantee will not have an adverse impact on the company and will not affect the sustainable operation ability of the company. The decision-making procedures of the matters comply with the provisions of relevant laws and regulations, It does not harm the interests of the company and minority shareholders. We agree to this proposal and submit it to the general meeting of shareholders of the company for deliberation.
10、 Documents for future reference
1. Resolutions of the 41st meeting of the 4th board of directors;
2. Resolutions of the 28th meeting of the 4th board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 41st meeting of the Fourth Board of directors; 4. Independent opinions of independent directors on matters related to the 41st meeting of the Fourth Board of directors;
It is hereby announced.
Suzhou Thvow Technology Co.Ltd(002564) board of directors March 25, 2022
