Securities code: Changchun Engley Automobile Industry Co.Ltd(601279) securities abbreviation: Changchun Engley Automobile Industry Co.Ltd(601279) Announcement No.: 2022011 Changchun Engley Automobile Industry Co.Ltd(601279)
Announcement on providing guarantee for wholly-owned subsidiaries to apply for comprehensive credit
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents
Important content tips:
● name of the guaranteed:
1. Qingdao Changchun Engley Automobile Industry Co.Ltd(601279) Parts Co., Ltd. (hereinafter referred to as “Qingdao Yingli”)
2. Tianjin Yingli Mould Manufacturing Co., Ltd. (hereinafter referred to as “Tianjin Yingli”)
3. Changsha Changchun Engley Automobile Industry Co.Ltd(601279) Parts Co., Ltd. (hereinafter referred to as “Changsha Yingli”)
4. Ningbo Changchun Engley Automobile Industry Co.Ltd(601279) Industry Co., Ltd. (hereinafter referred to as “Ningbo Yingli”)
5. Suzhou Changchun Engley Automobile Industry Co.Ltd(601279) Parts Co., Ltd. (hereinafter referred to as “Suzhou Yingli”)
● the amount of this guarantee and the balance of the guarantee actually provided:
1. The amount of guarantee for Qingdao Yingli this time is 40 million yuan. As of the disclosure date of this report, the balance of guarantee actually provided by the company for Qingdao Yingli is 50 million yuan (excluding this time). 2. The amount of guarantee for Tianjin Yingli this time is 40 million yuan. As of the disclosure date of this report, the balance of guarantee actually provided by the company for Tianjin Yingli is 110 million yuan (excluding this time). 3. The amount of guarantee for Changsha Yingli this time is 10 million yuan. As of the disclosure date of this report, the balance of guarantee actually provided by the company for Changsha Yingli is 20 million yuan (excluding this time). 4. The amount of guarantee for Ningbo Yingli this time is 20 million yuan. As of the disclosure date of this report, the balance of guarantee actually provided by the company for Ningbo Yingli is 20 million yuan (excluding this time). 5. The amount of guarantee for Suzhou Yingli this time is 50 million yuan. As of the disclosure date of this report, the balance of guarantee actually provided by the company for Suzhou Yingli is 230 million yuan (excluding this time). ● whether there is counter guarantee in this guarantee: No.
● cumulative amount of overdue external guarantee: the company has no overdue external guarantee.
1、 Overview of guarantee
(I) basic information of guarantee
In order to meet the needs of business development, Changchun Engley Automobile Industry Co.Ltd(601279) (hereinafter referred to as “the company”) deliberated and adopted the proposal on providing guarantee for wholly-owned subsidiaries to apply for comprehensive credit at the fifth meeting of the Fourth Board of directors. Agree to provide the following guarantees for the wholly-owned subsidiary:
1. It fully guarantees the 40 million yuan comprehensive credit line applied by the wholly-owned subsidiary, namely the guaranteed Qingdao Changchun Engley Automobile Industry Co.Ltd(601279) Parts Co., Ltd. to the creditor Bank Of Communications Co.Ltd(601328) Qingdao Branch, with a total amount limit of 40 million yuan.
2. It fully guarantees the comprehensive credit line of RMB 40 million applied by the wholly-owned subsidiary, namely the guaranteed Tianjin Yingli mold manufacturing Co., Ltd. to the creditor China Minsheng Banking Corp.Ltd(600016) Tianjin Branch, with a total guarantee amount of RMB 40 million.
3. Provide full guarantee for the comprehensive credit line of RMB 10 million applied by the wholly-owned subsidiary, namely the guaranteed Changsha Changchun Engley Automobile Industry Co.Ltd(601279) Parts Co., Ltd. to the creditor China Everbright Bank Company Limited Co.Ltd(601818) Changchun Branch, with a total amount limit of RMB 10 million.
4. Provide full guarantee for the comprehensive credit line of RMB 20 million applied by the wholly-owned subsidiary, i.e. the guaranteed Ningbo Changchun Engley Automobile Industry Co.Ltd(601279) Industry Co., Ltd. to the creditor China Everbright Bank Company Limited Co.Ltd(601818) Changchun Branch, with a total amount limit of RMB 20 million.
5. Fully guarantee the RMB 50 million comprehensive credit line applied by the wholly-owned subsidiary, namely the guaranteed Suzhou Changchun Engley Automobile Industry Co.Ltd(601279) Parts Co., Ltd. to the creditor China Everbright Bank Company Limited Co.Ltd(601818) Changchun Branch, with a total amount limit of RMB 50 million.
(I) internal decision-making procedures for the performance of this guarantee by the listed company
On March 28, 2022, the company held the fifth meeting of the Fourth Board of directors, deliberated and adopted the proposal on providing guarantee for wholly-owned subsidiaries to apply for comprehensive credit.
The independent directors issued the independent opinions of Changchun Engley Automobile Industry Co.Ltd(601279) independent directors on matters related to the fifth meeting of the Fourth Board of directors and agreed to the company’s guarantee for the above-mentioned wholly-owned subsidiaries.
On March 28, 2022, the company held the fifth meeting of the second board of supervisors, deliberated and adopted the proposal on providing guarantee for wholly-owned subsidiaries to apply for comprehensive credit.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
2、 Basic information of the guaranteed
1. Qingdao Yingli was founded on April 25, 2016, with a registered capital of 179.76 million yuan. Its registered address is north of Dazhong 1st Road and west of Yingliu road in Qingdao automobile industry new town. It is a wholly-owned subsidiary of the company.
Qingdao Yingli is mainly engaged in the 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)
As of December 31, 2021, the audited total assets of Qingdao Yingli were 4239038 million yuan, liabilities 3466743 million yuan, net assets 772294 million yuan and asset liability ratio 81.78%. In 2021, the operating income was 3200707 million yuan and the net profit was -309957 million yuan.
2. Tianjin Yingli was founded on September 19, 2012 with a registered capital of RMB 252130000. Its registered address is No. 21, Baokang Road, Baodi energy conservation and environmental protection industrial zone, Tianjin. It is a wholly-owned subsidiary of the company.
Tianjin Yingli is mainly engaged in mold, auto parts manufacturing, design and related technical consulting; Import and export of goods (the above business scope involves the certificate and license of industry license, which shall be operated within the validity period. If the state has special franchise regulations, it shall be handled according to the regulations).
As of December 31, 2021, the audited total assets of Tianjin Yingli were 6643814 million yuan, liabilities were 3787346 million yuan, net assets were 2856467 million yuan, and the asset liability ratio was 57.01%. In 2021, the operating revenue was 5904487 million yuan and the net profit was 257377 million yuan.
3. Changsha Yingli was founded on May 19, 2014 with a registered capital of 76 million yuan. Its registered address is No. 1299, liangtang East Road, Xingsha industrial base (Changlong Street), Changsha Economic and Technological Development Zone. It is a wholly-owned subsidiary of the company.
Changsha Yingli is mainly engaged in the manufacturing of auto parts and accessories (excluding auto engine manufacturing); Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that the state restricts the company to operate or prohibits the import and export; Sales of auto parts. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
As of December 31, 2021, the audited total assets of Changsha Yingli were 122394 million yuan, liabilities 96.59 million yuan, net assets 25.804 million yuan and asset liability ratio 78.92%. In 2021, it realized operating revenue of 184435 million yuan and net profit of -122682 million yuan.
4. Ningbo Yingli was founded on January 29, 2019 with a registered capital of 60 million yuan. Its registered address is plant 3 and plant 5, No. 18, Qiyuan Road, Hangzhou Bay New Area, Ningbo, Zhejiang Province. It is a wholly-owned subsidiary of the company. Ningbo Yingli is mainly engaged in general projects: manufacturing of auto parts and accessories; Research and development of auto parts; Retail of auto parts; Wholesale of auto parts; Non ferrous alloy manufacturing; Non ferrous alloy sales; Non ferrous metal calendering; Engineering and technical research and experimental development (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). Licensed items: technology import and export; Import and export agency; Import and export of goods (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results).
As of December 31, 2021, the audited total assets of Ningbo Yingli were 131665 million yuan, liabilities 765537 million yuan, net assets 551112 million yuan and asset liability ratio 58.14%. In 2021, the operating revenue was 1076112 million yuan and the net profit was 4.2193 million yuan.
5. Suzhou Yingli was founded on February 18, 2008 with a registered capital of 99.88 million yuan. Its registered address is Yuewang Yuezhen village, Shaxi Town, Taicang City (Taiwan funded science and technology innovation Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Park). It is a wholly-owned subsidiary of the company.
Suzhou Yingli is mainly engaged in the production, processing and sales of aluminum alloy products, rolling bumpers, plastic parts, auto parts and accessories; Self operated and acting as an agent for the import and export business of various commodities and technologies (except for the commodities and technologies restricted or prohibited by the state) (for the projects subject to approval according to law, the business activities can be carried out only after the approval of relevant departments).
As of December 31, 2021, the audited total assets of Suzhou Yingli were 6786016 million yuan, liabilities 441937 million yuan, net assets 2366646 million yuan and asset liability ratio 65.12%. In 2021, the operating revenue was 5543021 million yuan and the net profit was -70200 yuan.
3、 Main contents of the guarantee agreement
At present, the company and its affiliated companies have not signed a guarantee agreement with the bank, and the specific guarantee amount and term will be within the above scope, subject to the agreement actually signed between the relevant subject and the bank.
4、 Opinions of the board of directors
The fifth meeting of the Fourth Board of directors of the company deliberated and approved the above guarantee matters. The financial risk of the company providing guarantee for the above wholly-owned subsidiaries is within the company’s control, and there is no violation of the articles of association and other relevant provisions. This guarantee is conducive to the daily business of the wholly-owned subsidiary and can protect the interests of the company. The above-mentioned wholly-owned subsidiaries have stable operation, good credit status and the ability to repay due debts. The company has little guarantee risk and will not have an adverse impact on the company.
The independent directors issued the independent opinions of Changchun Engley Automobile Industry Co.Ltd(601279) independent directors on matters related to the fifth meeting of the Fourth Board of directors, and believed that the company’s guarantee for the application for comprehensive credit to the above wholly-owned subsidiaries was an external guarantee required by the company’s normal business activities; Comply with the current effective laws, regulations and relevant internal regulations of the company; There is no situation that damages the interests of the company and shareholders, especially minority shareholders. The voting procedures of the board of directors on this guarantee comply with the provisions of relevant laws and regulations and the articles of association, and the voting results are legal and effective.
5、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of the announcement, the total amount of guarantees provided by the company to the outside world amounted to 1.4 billion yuan (including this time), which were guarantees for wholly-owned and holding subsidiaries (grandchildren), accounting for 38.43% of the audited net assets of the company in 2021. The company has no overdue external guarantee.
6、 Documents for future reference
(I) Changchun Engley Automobile Industry Co.Ltd(601279) resolution of the 5th meeting of the 4th board of directors
(II) Changchun Engley Automobile Industry Co.Ltd(601279) resolution of the fifth meeting of the second board of supervisors
(III) Changchun Engley Automobile Industry Co.Ltd(601279) independent directors’ independent opinions on matters related to the fifth meeting of the Fourth Board of directors
(IV) copy of the business license of the guaranteed
It is hereby announced.
Changchun Engley Automobile Industry Co.Ltd(601279) board of directors March 30, 2022
