Stock abbreviation: Wanxiang Qianchao Co.Ltd(000559) Stock Code: Wanxiang Qianchao Co.Ltd(000559) No.: 2022013
Wanxiang Qianchao Co.Ltd(000559)
About to Wanxiang Finance Co., Ltd. for some subsidiaries
Announcement on related party transactions applying for comprehensive credit guarantee
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
1. In order to meet the capital needs of daily operation, some subsidiaries of the company, after negotiation with Wanxiang Finance Co., Ltd. (hereinafter referred to as “Wanxiang finance”), Wanxiang finance provides a total of 7 billion yuan of comprehensive credit and credit services for some subsidiaries of the company, of which 350 million yuan of comprehensive credit and credit services need to be guaranteed, as follows:
Monetary unit: 10000 yuan
Sequence guaranteed company guarantee company credit granting financial institution credit amount guarantee number period
1 Huainan Qianchao Bearing Co., Ltd
Qianchao Bearing Co., Ltd
2 Jiangsu Qianchao Bearing Co., Ltd. 3000
company
Henan Wanxiang brake system Wanxiang Qianchao Co.Ltd(000559) (upper)
3) automobile system 1500 of Shanghai Automobile Co., Ltd
Wanxiang Finance Co., Ltd. one year 4 Wanxiang Seiko Jiangsu Co., Ltd. Zhejiang Wanxiang Seiko 25000
Co., Ltd
5 Wuhan Judi metal pipe industry Wanxiang Tongda shares 1000
Limited liability company
Wuhan Wanxiang automobile brake Wanxiang Qianchao Co.Ltd(000559) (upper)
6. Automobile System Co., Ltd. (Shanghai) 2000
limited company
Total 35000
2. Wanxiang finance is the holding subsidiary of Wanxiang Group, the controlling shareholder of the company. According to the provisions of the stock listing rules of Shenzhen Stock Exchange, the company and Wanxiang finance form a related party relationship, so this transaction constitutes a related party transaction.
3. The ninth meeting of the ninth board of directors held on March 29, 2022 passed the proposal on providing guarantee for some subsidiaries to apply for comprehensive credit from Wanxiang Finance Co., Ltd. with 4 affirmative votes, 0 negative votes and 0 abstention votes (the related directors Guan Dayuan, Ni pin, Xu Xiaojian, Shen Zhijun and Wei Junyong avoided).
The related party transaction still needs to be approved by the general meeting of shareholders, and the related shareholders interested in the related party transaction will give up their voting rights on the proposal at the general meeting of shareholders. At the same time, after the board of directors submitted the guarantee to the general meeting of shareholders of the company for deliberation and approval, the board of directors authorized the management of the company to decide and deal with the specific matters of a single loan and credit within the above-mentioned limit.
2、 Basic information of related parties
Wanxiang Finance Co., Ltd
1. Registered capital: 1.2 billion yuan
2. Legal representative: Liu Yilin
3. Registered address: No. 2, Shengxing Road, Xiaoshan District, Hangzhou, Zhejiang
4. Business scope: financial business approved by Bank Of China Limited(601988) Insurance Regulatory Commission. 5. Related relationship with the company: the company holds 17.83% equity of Wanxiang finance, and the controlling shareholder Wanxiang Group and other related parties hold the remaining equity of Wanxiang Finance Co., Ltd.
6. Financial data of Wanxiang finance in 2021: as of December 31, 2021, the total assets of Wanxiang finance are 2 Shenzhen Liande Automatic Equipment Co.Ltd(300545) 2700 yuan and the net assets are 3055762100 yuan. In 2021, Wanxiang finance realized an operating revenue of 317555 million yuan and a net profit of 5004638 million yuan. 3、 Basic information of the guaranteed party
1. Huainan Qianchao Bearing Co., Ltd
Registered address: Economic Development Zone, Huainan City, Anhui Province (Luohe River)
Registered capital: 40 million yuan
Shareholding ratio: Qianchao Bearing Co., Ltd., a wholly-owned subsidiary of the company, holds 100% of the equity of the company
Business scope: development, production and sales of bearings and related accessories, sales of mechanical and electrical products (excluding cars), development and services of trade, service and tertiary industry, and house leasing.
Operation: as of December 31, 2021, the total book assets of the company after audit were 1418525 million yuan, the total liabilities were 585591 million yuan, the owner’s equity was 832933 million yuan, and the debt ratio was 41.28%; In 2021, the company realized an operating revenue of 1713411 million yuan and a net profit of 111857 million yuan
2. Jiangsu Qianchao Bearing Co., Ltd
Registered address: No. 1, Qianchao Road, Xinfeng Town, Dantu District, Zhenjiang City
Registered capital: 41.057 million yuan
Shareholding ratio: Qianchao Bearing Co., Ltd., a wholly-owned subsidiary of the company, holds 100% of the equity of the company
Business scope: manufacturing and processing of bearings and related auto parts; Sales of steel and chemical products (except dangerous goods).
Operation: as of December 31, 2021, the total book assets of the company after audit are 1235359 million yuan, the total liabilities are 65.098 million yuan, the owner’s equity is 585262 million yuan, and the debt ratio is 52.62%; In 2021, the company realized an operating revenue of 1114898 million yuan and a net profit of 5.0139 million yuan.
3. Henan Wanxiang system brake Co., Ltd
Registered address: North of the west section of Huanghe Avenue, Yuanyang County
Registered capital: 30 million yuan
Shareholding ratio: Zhejiang Wanxiang System Co., Ltd., a holding subsidiary of the company, holds 100% of the equity of the company
Business scope: automobile brake assembly and spare parts manufacturing; Sales of agricultural vehicles and automobiles (excluding cars).
Operation: as of December 31, 2021, the total book assets of the company after audit were 1685925 million yuan, the total liabilities were 1044428 million yuan, the owner’s equity was 641497 million yuan, and the debt ratio was 61.95%; In 2021, the company realized an operating revenue of 1151483 million yuan and a net profit of -9590.4 yuan.
4. Wanxiang Seiko Jiangsu Co., Ltd
Registered address: No. 19, Yonglu Road, Gaogang high tech Industrial Park, Taizhou City, Jiangsu Province registered capital: 100 million yuan
Shareholding ratio of Zhejiang Wanxiang Co., Ltd.: 100% of the subsidiary of the company
Business scope: production, development and distribution of auto parts and electromechanical products
Operation: as of December 31, 2021, the total book assets of the company after audit are 4433192 million yuan, the total liabilities are 2941044 million yuan, the owner’s equity is 1492148 million yuan, and the debt ratio is 66.34%; In 2021, the company realized an operating revenue of 6354809 million yuan and a net profit of 248574 million yuan.
5. Wuhan Judi metal pipe industry Co., Ltd
Registered address: No. 7, Chuangye 2 Road, Wuhan Economic and Technological Development Zone
Registered capital: RMB 11796143 million
Shareholding ratio: Wanxiang Henan Tong-Da Cable Co.Ltd(002560) company, the holding subsidiary of the company, holds 100.00% of the equity of the company
Business scope: design, manufacture and sales of automobile engine supercharger oil return pipe, series metal bellows, steel wire woven mesh, silencing pipe and silencing pipe assembly, muffler coke exhaust pipe, purifier shell, stainless steel pipe fittings and tracks, forming and metal structural parts, automobile stamping parts and other automobile parts; Self operated and agent import and export business of various commodities.
Operation: as of December 31, 2021, the total book assets of the company after audit were 1047328 million yuan, the total liabilities were 565473 million yuan, the owner’s equity was 481855 million yuan, and the debt ratio was 53.99%; In 2021, the company realized an operating revenue of 158368600 yuan and a net profit of 9184700 yuan.
6. Wuhan Wanxiang automobile brake Co., Ltd
Registered address: No. 3, United Plant, No. 9, Quanquan Fourth Road, Wuhan Economic and Technological Development Zone
Registered capital: 28.8 million yuan
Shareholding ratio: Zhejiang Wanxiang System Co., Ltd., a holding subsidiary of the company, holds 60% of the equity of the company
Business scope: design, development, manufacturing and sales of auto parts and related electromechanical products.
Operation: as of December 31, 2021, the total book assets of the company after audit were RMB 149997800, the total liabilities were RMB 1084084 million, the owner’s equity was RMB 415894 million, and the debt ratio was 72.27%; In 2021, the company realized an operating revenue of 1512635 million yuan and a net profit of -6.1029 million yuan.
4、 Main contents of guarantee agreement
According to the agreement between the company and Wanxiang Finance: the company or its designated subsidiaries provide joint and several liability guarantee for the comprehensive credit granted by relevant subsidiaries within the period and amount agreed with Wanxiang finance.
5、 Impact of the above credit and guarantee on the company
The above credit is conducive to meeting the capital needs of relevant subsidiaries in their daily business activities. In the handling of specific matters of credit, the company will strengthen the risk control and strong control of relevant subsidiaries. Therefore, the company’s provision of the above guarantee will help the normal operation of relevant subsidiaries, expand the business scale and enhance the profitability. Wuhan Wanxiang automobile brake Co., Ltd. is a non wholly-owned subsidiary of the guarantor. Other shareholders of the above company promise that their shareholders will bear the losses caused by the guarantor due to the guaranteed enterprise in proportion to their equity. The guarantee will not harm the interests of the company.
6、 Opinions of independent directors
Fu Liqun, Wu Chongguo and pan bin, the independent directors of the company, expressed independent opinions on the transaction and believed that the guarantee of the company was due to the fact that some subsidiaries of the company applied to Wanxiang Finance Co., Ltd. for comprehensive credit to support business development in order to meet the capital needs of daily operation. Therefore, the guarantee provided by the company for the above comprehensive credit will help the normal operation of relevant subsidiaries, expand business scale and enhance profitability. The guarantee will not damage the interests of the company, nor will it damage the interests of minority shareholders. The guarantee decision-making procedure meets the requirements of relevant laws and regulations, and the voting procedure is legal and effective. We agree to this guarantee.
It is hereby announced.
Wanxiang Qianchao Co.Ltd(000559)
Board of directors
March 30, 2002
