Securities code: Swancor Advanced Materials Co.Ltd(688585) securities abbreviation: Swancor Advanced Materials Co.Ltd(688585) Announcement No.: 2022013
Swancor Advanced Materials Co.Ltd(688585)
Announcement on the guarantee provided by Shangwei Suzhou Xingye Materials Technology Co.Ltd(603928) Co., Ltd. to Swancor ind (m) Sdn. Bhd
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law. Important content tips:
The guarantor: Swancor ind (m) Sdn. Bhd, a wholly-owned subsidiary (hereinafter referred to as "Shangwei Malay").
Amount of this guarantee: Shangwei Malaysia plans to apply for a credit line of US $4 million from Cathay Pacific Shihua bank. Shangwei Suzhou Xingye Materials Technology Co.Ltd(603928) Co., Ltd., a wholly-owned subsidiary of the company (hereinafter referred to as "Shangwei Xingye") plans to provide endorsement guarantee for Shangwei Malaysia for a period of one year and charge a 1% guarantee fee. The guarantee fee is calculated according to the actual amount and period.
There is no counter guarantee in this guarantee.
This guarantee does not need to be submitted to the general meeting of shareholders for deliberation.
1、 Overview of guarantee
Considering the needs of the group's overall operation planning, Shangwei Malay plans to apply for a credit line of US $4 million from Cathay Pacific Shihua bank. Shangwei Xingye plans to provide an endorsement guarantee for Shangwei Malay for a period of one year and charge a 1% guarantee fee. The guarantee fee is calculated according to the actual amount and period. The details are as follows:
Guarantee amount, guarantee period and guarantee fee of the guarantor and the guaranteed party
Shangwei Xingye Shangwei Malay US $4 million 1 year 1%
Yuan integer
The above guarantee line is not equal to the actual guarantee amount of Shangwei Xingye. The final credit line, guarantee line, term and other agreements signed between Shangwei Xingye and Shangwei Malay and financial institutions shall prevail. The specific financing amount will be reasonably determined according to the actual needs of the subsidiary's working capital.
Request to authorize the legal representative of Shangwei industrial or its authorized person to handle and sign relevant legal documents within the guarantee limit, and there is no need to convene a separate board of directors. The aforesaid authorization period is within one year from the date when the board of directors deliberates and adopts this proposal.
According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange's science and innovation board, the articles of association of Swancor Advanced Materials Co.Ltd(688585) company and other relevant provisions, this external guarantee falls within the scope of the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
Name of the guaranteed: Swancor ind (m) Sdn. Bhd
Date of establishment: October 11, 2013
Business domicile PLO 212, Jalan rumbia 5, kawasan perindustrian Tanjung Langsat, 81700 Pasir Gudang, Johor, Malaysia
Legal representative Tsai, Chung Chou
Registered capital: Malaysian ringgit 32.657 million yuan
1. Engaged in fine chemical raw materials, synthetic resins, vinyl ester resins, unsaturated resins, polyester resins, epoxy composite resins, coatings, varnishes, paints, dyeing plants, dyes, industrial catalysts Special plasticizers (including terephthalate plasticizer, trimethylene terephthalate polyester plasticizer, adipate plasticizer, sebacate plasticizer, citrate plasticizer, epoxy plasticizer and benzoate plasticizer) and other plasticizers used in petrochemical products, marine industry, paper pulp The business scope of paper sheet and the manufacturing, purchase, sales, import and export, supply, wholesale, retail, production and various forms of transactions of structures in various construction projects (including but not limited to various spraying, corrosive and rusty structures).
2. As a purchaser, seller, importer, exporter, manufacturer, manufacturer, distributor, purchasing agent or sales agent and other identities, engage in the trading business of goods, commodities, daily necessities, machinery and equipment and all kinds of articles.
3. Purchase or otherwise acquire shares, stocks and corporate bonds of other securities issued by other companies, invest the company's funds in other possible ways (whether guaranteed or not), hold such shares, securities or investments, or sell, realize or reinvest the proceeds at any time.
Name of the guaranteed: Swancor ind (m) Sdn. Bhd
The relationship with the company is a wholly-owned subsidiary of the company
Main financial data December 31, 2021
(RMB) December 31, 2020 (Unaudited)
Total assets (10000 yuan) 4661836189.16
Total liabilities (10000 yuan) 445872076.81
Net assets (10000 yuan) 421597411235
Operating income (10000 yuan) 2087155721.37
Net profit (10000 yuan) -174.75 134.27
3、 Impact on the company
Shangwei Xingye provides guarantee for Shangwei Malaysia, which is conducive to improving financing efficiency, reducing financing costs, ensuring the normal production and operation of subsidiaries, meeting the needs of the company's daily operation and conducive to the development of the company's business.
The subject qualification, credit status and approval procedures of external guarantee of the above objects all comply with the relevant provisions of the company's external guarantee. It is expected that the above guarantees will not bring financial and legal risks to the company. At the same time, the company will reduce the guarantee risk by improving the guarantee management, strengthening financial internal control, monitoring the performance of the guaranteed person's contract and tracking the economic operation of the guaranteed person in time.
4、 Opinions of the board of directors
Shangwei Xingye provides guarantee for Shangwei Malay, which can ensure the normal production and operation of Shangwei Malay. It is in response to the needs of the company's daily operation and is conducive to the development of the company's business. The guaranteed party is a wholly-owned subsidiary of the company. The company can effectively control the risks and decisions of its daily business activities and timely control its credit status. In conclusion, the board of directors unanimously agreed to the above guarantee matters of the company.
5、 Opinions of independent directors
Shangwei Malay applied for comprehensive credit line from financial institutions to meet the capital needs of its daily operation and business development and ensure the smooth development of business. The guarantee provided by Shangwei Xingye to Shangwei Malay is a normal business behavior. The company has control over the guaranteed company, and the risk is generally controllable. The decision-making procedure of this external guarantee is legal and compliant, complies with the requirements of relevant laws and regulations, and will not have an adverse impact on the company's financial situation, nor will it damage the interests of the company and shareholders, especially the interests of minority shareholders.
6、 Accumulated amount of external guarantee and overdue guarantee
As of March 30, 2022, the total amount of external guarantees provided by the company to its holding subsidiaries shall not exceed RMB
RMB 380 million, USD 7 million and RM 2.5 million, with a total equivalent of RMB 428018100, accounting for 40.65% of the company's net assets at the end of 2021, 21.95% of the company's total assets at the end of 2021, and the actual use amount is RMB 864039 million.
As of the disclosure date of this announcement, the company and its holding subsidiaries have no overdue external guarantee, no external guarantee involving litigation and losses due to the judgment of losing the guarantee.
7、 Online announcement attachment
Swancor Advanced Materials Co.Ltd(688585) independent directors' independent opinions on matters related to the 16th meeting of the second board of directors.
It is hereby announced.
Swancor Advanced Materials Co.Ltd(688585) board of directors April 1, 2022
