Citic Securities Company Limited(600030)
About Changchun Engley Automobile Industry Co.Ltd(601279)
Verification opinions on matters of external guarantee plan in 2022
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) is the sponsor of initial public offering and listing of Changchun Engley Automobile Industry Co.Ltd(601279) (hereinafter referred to as ” Changchun Engley Automobile Industry Co.Ltd(601279) ” and “company”), In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the stock listing rules of Shanghai Stock Exchange and other relevant provisions, perform the continuous supervision duties, and express the verification opinions on the matters of the external guarantee plan in Changchun Engley Automobile Industry Co.Ltd(601279) 2022 as follows:
1、 Overview of guarantee
According to the business development plan of the company in 2022, combined with the financing plan of the company and its wholly-owned and holding subsidiaries, it is estimated that the total amount of guarantee in 2022 will not exceed RMB 1.4 billion, of which the total amount of guarantee for wholly-owned subsidiaries will not exceed RMB 1.310 billion and the total amount of guarantee for holding subsidiaries (grandchildren) will not exceed RMB 90 million. Within the scope of the total quota, it can be adjusted and used in the corresponding categories of wholly-owned companies / holding companies in accordance with relevant laws and regulations. The term of validity of this guarantee shall be from the date of deliberation and approval of this year’s general meeting of shareholders to the date of the next year’s general meeting of shareholders. Meanwhile, the general meeting of shareholders is requested to authorize the legal representatives of the company and its subsidiaries to sign relevant guarantee documents on behalf of their companies within the above-mentioned limit.
The above guarantee methods include but are not limited to joint and several liability guarantee, balance supplement and other guarantee matters. The specific amount shall be subject to the actual contract signing amount. If it exceeds the total amount of the above annual guarantee plan, the review procedure shall be performed separately.
Unit: 10000 yuan
Sequence guarantor, company type of the guaranteed, amount of guarantee in 2022
1 Chengdu Changchun Engley Automobile Industry Co.Ltd(601279) Parts Co., Ltd. wholly owned subsidiary 1000000 2 Suzhou Changchun Engley Automobile Industry Co.Ltd(601279) Parts Co., Ltd. wholly owned subsidiary 3000000 3 Changchun Changchun Engley Automobile Industry Co.Ltd(601279) Industry Tianjin Yingli Mould Manufacturing Co., Ltd. wholly owned subsidiary 3200000 Co., Ltd
4. Wholly owned subsidiary of Foshan Changchun Engley Automobile Industry Co.Ltd(601279) Parts Co., Ltd. 2800000 5. Wholly owned subsidiary of Changsha Changchun Engley Automobile Industry Co.Ltd(601279) Parts Co., Ltd. 300000
6 Qingdao Changchun Engley Automobile Industry Co.Ltd(601279) Parts Co., Ltd. wholly owned subsidiary 2100000 7 Ningbo Changchun Engley Automobile Industry Co.Ltd(601279) Industry Co., Ltd. wholly owned subsidiary Shanghai Pudong Development Bank Co.Ltd(600000) 8 Hefei Changchun Engley Automobile Industry Co.Ltd(601279) Parts Co., Ltd. wholly owned subsidiary 100000
Subtotal of wholly owned subsidiaries 13100000
9 Linde Yingli (Tianjin) auto parts holding subsidiary 500000 Co., Ltd
10 Changchun Changchun Engley Automobile Industry Co.Ltd(601279) industrial Linde Yingli (Changchun) auto parts holding subsidiary 200000 Co., Ltd
11 holding subsidiary of Ningbo Maoxiang Metal Co., Ltd. 100000 12 holding subsidiary of Taizhou Maoqi Metal Co., Ltd. 100000
Subtotal of holding subsidiaries (grandchildren) 900000
Total 14000000
Note 1: the above guarantee plan does not include related guarantee. Note 2: the specific guarantee provided by the company shall be subject to the actual contract amount signed by each company. Note 3: Linde + wiemann se & Co.KG, the shareholder of Linde Yingli (Tianjin) Auto Parts Co., Ltd. and Linde Yingli (Changchun) Auto Parts Co., Ltd., is an overseas shareholder. The domestic bank does not recognize the guarantee effectiveness of the overseas company, so it agrees that a small number of shareholders provide guarantees in different proportions. Note 4: the shareholders of Ningbo Maoxiang Metal Co., Ltd. and Taizhou Maoqi Metal Co., Ltd. agree to guarantee in the same proportion.
2、 Information of the guaranteed
The guarantors of this estimated guarantee amount are 12 subsidiaries within the scope of the company’s consolidated statements, including 8 wholly-owned subsidiaries and 4 holding subsidiaries (grandchildren):
(I) Chengdu Changchun Engley Automobile Industry Co.Ltd(601279) Parts Co., Ltd. (hereinafter referred to as Chengdu Yingli)
1. Date of establishment: November 19, 2009
2. Registered address: No. 268, Nansi Road, Chengdu Economic and Technological Development Zone (Longquanyi District), Sichuan Province
3. Legal representative: Lin Shangwei
4. Registered capital: RMB 33.42 million
5. Business scope: engaged in the design and manufacture of stamping dies, fixtures and inspection tools for automobile body outer panels; Design and manufacture of automotive sheet metal and aluminum alloy stamping parts, rolling parts and welding parts, injection molding plastic parts; Sell wood products and provide relevant after-sales services; Engage in the import and export business of goods and technologies (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments; business activities cannot be carried out without obtaining relevant administrative license (APPROVAL))
6. Chengdu Yingli is a wholly-owned subsidiary of the company, with good credit status and no major contingencies affecting its solvency.
7. As of December 31, 2021, Yingli Chengdu had total assets of 5663245 million yuan, total liabilities of 1657157 million yuan, asset liability ratio of 29.26%, operating income of 3053994 million yuan, total profit of 269865 million yuan, net profit of 240285 million yuan and bank loans of 0 million yuan. (the above data has been audited)
(II) Suzhou Changchun Engley Automobile Industry Co.Ltd(601279) Parts Co., Ltd. (hereinafter referred to as Suzhou Yingli)
1. Date of establishment: February 18, 2008
2. Registered address: Yuewang Yuezhen village, Shaxi Town, Taicang City (Taiwan funded science and technology innovation Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Park)
3. Legal representative: Lin Shangwei
4. Registered capital: RMB 99.88 million
5. Business scope: production, processing and sales of aluminum alloy products, rolling bumpers, plastic parts, auto parts and accessories: self support and agency of import and export business of various commodities and technologies (except for commodities and technologies restricted or prohibited by the state) (projects subject to approval according to law can only be carried out with the approval of relevant departments)
6. Suzhou Yingli is a wholly-owned subsidiary of the company, with good credit status and no major contingencies affecting its solvency.
7. As of December 31, 2021, Suzhou Yingli had total assets of 678 Aluminum Corporation Of China Limited(601600) yuan, total liabilities of 441937000 yuan, asset liability ratio of 65.12%, operating revenue of 554302100 yuan, total profit of -2034900 yuan, net profit of -70200 yuan and bank loans of 40747700 yuan. (the above data has been audited)
(III) Tianjin Yingli Mould Manufacturing Co., Ltd. (hereinafter referred to as Tianjin Yingli)
1. Date of establishment: September 19, 2012
2. Registration place: No. 21, Baokang Road, Baodi energy conservation and environmental protection industrial zone, Tianjin
3. Legal representative: Lin Qibin
4. Registered capital: 252130000 yuan
5. Business scope: mold, auto parts manufacturing, design and related technical consultation: import and export of goods. (if the above business scope involves industrial license, it shall be operated within the validity period with the license. If the state has special franchise provisions, it shall be operated according to the regulations.)
6. Tianjin Yingli is a wholly-owned subsidiary of the company, with good credit status and no major contingencies affecting its solvency.
7. As of December 31, 2021, Tianjin Yingli had total assets of 6643814 million yuan, total liabilities of 3787346 million yuan, asset liability ratio of 57.01%, operating revenue of 5904487 million yuan, total profit of 293203 million yuan, net profit of 257377 million yuan and bank loans of 61.172 million yuan. (the above data has been audited)
(IV) Foshan Changchun Engley Automobile Industry Co.Ltd(601279) Parts Co., Ltd. (hereinafter referred to as Foshan Yingli)
1. Date of establishment: April 24, 2012
2. Registration place: no.15-1, Dongyang Third Road, South China hardware industry base, Danzao Town, Nanhai District, Foshan City 3. Legal representative: Lin Qibin
4. Registered capital: RMB 265 million
5. Business scope: production and sales: auto parts, stamping products, welding products, injection molding products, hot pressing products; Surface treatment and processing; Design and manufacture of molds, inspection tools and central tools; Provide relevant technical consulting services; Import and export of goods and Technology (except for projects prohibited by laws and administrative regulations; projects restricted by laws and administrative regulations can be operated only after obtaining permission). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
6. Foshan Yingli is a wholly-owned subsidiary of the company, with good credit status and no major contingencies affecting its solvency.
7. As of December 31, 2021, Foshan Yingli had total assets of 649302 million yuan, total liabilities of 3376541 million yuan, asset liability ratio of 52.00%, operating revenue of 410049800 yuan, total profit of 171171 million yuan, net profit of 126313 million yuan and bank loans of 21.5 million yuan. (the above data has been audited)
(V) Changsha Changchun Engley Automobile Industry Co.Ltd(601279) Parts Co., Ltd. (hereinafter referred to as Changsha Yingli)
1. Date of establishment: May 19, 2014
2. Registration place: No. 1299, liangtang East Road, Xingsha industrial base (Changlong Street), Changsha Economic and Technological Development Zone
3. Legal representative: Lin Zhenyin
4. Registered capital: RMB 76 million
5. Business scope: manufacturing of auto parts and accessories (excluding auto engine manufacturing) · self support and agency for the import and export of various commodities and technologies, except for the commodities and technologies limited or prohibited by the state: Sales of auto parts. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
6. Changsha Yingli is a wholly-owned subsidiary of the company, with good credit status and no major contingencies affecting its solvency.
7. As of December 31, 2021, Changsha Yingli had total assets of 122394 million yuan, total liabilities of 96.59 million yuan, asset liability ratio of 78.92%, operating income of 184435 million yuan, total profit of -105998 million yuan, net profit of -122682 million yuan and bank loans of 1.02 million yuan. (the above data has been audited)
(VI) Qingdao Changchun Engley Automobile Industry Co.Ltd(601279) Parts Co., Ltd. (hereinafter referred to as Qingdao Yingli)
1. Date of establishment: April 25, 2016
2. Registration place: North of Dazhong 1st Road and west of Yingliu Road, Qingdao automobile industry new town
3. Legal representative: Lin Shangwei
4. Registered capital: RMB 179.76 million
5. Business scope: manufacturing of auto parts and accessories; Mold manufacturing; Design and manufacture of automotive sheet metal and aluminum alloy stamping parts, rolling parts and welding parts, injection molding parts and hot pressing parts; Design and manufacture of stamping dies, fixtures and inspection tools; Engage in the import and export business of goods and technologies (except for projects prohibited by laws and administrative regulations; projects restricted by laws and administrative regulations can be operated only after obtaining permission). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
6. Qingdao Yingli is a wholly-owned subsidiary of the company, with good credit status and no major contingencies affecting its solvency.
7. As of December 31, 2021, Qingdao Yingli had total assets of 4239038 million yuan, total liabilities of 3466743 million yuan, asset liability ratio of 81.78%, operating income of 3200707 million yuan, total profit of – 298357 million yuan, net profit of – 309957 million yuan and bank loans of 199964 million yuan. (the above data has been audited)
(VII) Ningbo Changchun Engley Automobile Industry Co.Ltd(601279) Industry Co., Ltd. (hereinafter referred to as Ningbo Yingli)
1. Date of establishment: January 29, 2019
2. Registered address: No. 3 and No. 5 plants, No. 18, Qiyuan Road, Hangzhou Bay New Area, Ningbo, Zhejiang Province
3. Legal representative: Lin Shangwei
4. Registered capital: RMB 60 million
5. Business scope: general items: manufacturing of auto parts and accessories; Research and development of auto parts; Car zero
