Securities code: 300323 securities abbreviation: Hc Semitek Corporation(300323) Announcement No.: 2022-002 Hc Semitek Corporation(300323)
Announcement on guarantee provided by the company for wholly-owned subsidiaries
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
Hc Semitek Corporation(300323) (hereinafter referred to as “the company” or “the company”) deliberated and approved the proposal on the company and subsidiaries providing guarantee for subsidiaries within the scope of consolidated statements in 2021 at the 10th meeting of the Fourth Board of directors on January 23, 2021 and the first extraordinary general meeting of 2021 on February 19, 2021, It is agreed that the company is expected to provide a total of 3.5 billion yuan corresponding maximum guarantee limit for subsidiaries within the scope of consolidated statements in 2021, and the mutual insurance limit between subsidiaries is 200 million yuan. Among them, it provides guarantee for the wholly-owned subsidiary Hc Semitek Corporation(300323) (Zhejiang) Co., Ltd. (hereinafter referred to as “Zhejiang subsidiary”) to apply for daily operating working capital comprehensive credit from financial institutions, with an estimated total amount of RMB 2 million (including stock guarantee, new guarantee and extension or renewal of stock guarantee). The expected guarantee limit is valid from the date when the proposal is considered and approved by the first extraordinary general meeting of shareholders in 2021 to the date when the annual general meeting of shareholders in 2021 is held. See the company’s http://www.cn.info.com.cn.cn on January 27, 2021 for details Announcement on the company and subsidiaries providing guarantees for subsidiaries within the scope of consolidated statements in 2021 (Announcement No.: 2021-008), http://www.cn.info.com.cn. On February 19, 2021 Announcement on resolutions of the first extraordinary general meeting of shareholders in 2021 (Announcement No.: 2021-027) disclosed. The independent directors of the company expressed their independent opinions.
Recently, the company signed the maximum guarantee contract with Hua Xia Bank Co.Limited(600015) Yiwu sub branch (hereinafter referred to as ” Hua Xia Bank Co.Limited(600015) “), which agreed that the company would provide the maximum guarantee for the credit of RMB 150 million applied by Zhejiang subsidiary to Hua Xia Bank Co.Limited(600015) ; The company signed the maximum irrevocable guarantee with China Merchants Bank Co.Ltd(600036) Jinhua Yiwu sub branch (hereinafter referred to as ” China Merchants Bank Co.Ltd(600036) “), which agreed that the company would provide the maximum guarantee for the credit of RMB 100 million applied by Zhejiang subsidiary to China Merchants Bank Co.Ltd(600036) . The guarantee is within the scope of the guarantee amount deliberated at the above board meeting and shareholders\’ meeting.
2、 Basic information of the guaranteed party
1. Company name: Hc Semitek Corporation(300323) (Zhejiang) Co., Ltd
2. Registered capital: 3804.5 million yuan
3. Registered address: No. 233, Sufu Road, Suxi Town, Yiwu City, Zhejiang Province (self declaration)
4. Date of establishment: December 29, 2014
5. Legal representative: Xu Jinglin
6. Unified social credit Code: 91330782325608735r
7. Business scope: general items: design, manufacturing and sales of semiconductor materials, semiconductor devices, electronic materials, electronic devices, semiconductor lighting equipment and LED chips; Lease of self owned houses and mechanical equipment; Research and development of sapphire processing technology (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). (except for the projects subject to approval according to law, the company shall independently carry out business activities according to law with its business license). Licensed items: import and export of goods; Technology import and export; Operation of hazardous chemicals (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business projects shall be subject to the approval results). (the business location of the branch is: Branch 1. Business location: No. 3-1753, Xiuhe wencha, 469 street, Xicheng Road, Beiyuan street, Yiwu City, Zhejiang Province (Jinyi area, China (Zhejiang) pilot Free Trade Zone) (self declaration). Business scope: design and sales of semiconductor materials, semiconductor devices, electronic materials, electronic devices, semiconductor lighting equipment and LED chips; Lease of self owned houses and mechanical equipment; Research and development of sapphire processing technology; Import and export of goods; Technology import and export).
8. Description of related relationship: it is a wholly-owned subsidiary of the company
9. Main financial indicators of the latest year and period:
Unit: 10000 yuan
December 31, 2020 September 30, 2021 (item No
(audited)
A total assets 605577.66 603147.52
B total liabilities 417666.06 247388.17
B1 including: total bank loans 138609.86 134413.29
B2 total current liabilities 166927.85 159182.93
C. net assets 187911.60 355759.34
D. operating income 163445.19 134575.55
E total profit 4715.68 1526.39
F net profit 4627.87 1873.33
Hc Semitek Corporation(300323) (Zhejiang) Co., Ltd. is not a dishonest executee.
3、 Main contents of the guarantee agreement
(I) main contents of Hua Xia Bank Co.Limited(600015) maximum guarantee contract
1. Guarantor: Hc Semitek Corporation(300323)
2. Debtor: Hc Semitek Corporation(300323) (Zhejiang) Co., Ltd
3. Creditor: Hua Xia Bank Co.Limited(600015) Yiwu sub branch
4. Maximum amount of creditor’s rights: RMB 150 million
5. Guarantee method: joint and several liability guarantee
6. Guarantee period: (1) the guarantee period for the guarantor to undertake the guarantee liability is three years, and the starting date is determined as follows: when the expiration date of the performance period of any debt is earlier than or equal to the determination date of the guaranteed creditor’s right, the starting date of the guarantee period for the guarantor to undertake the guarantee liability for the debt is the determination date of the guaranteed creditor’s right; When the expiration date of the performance period of any debt is later than the determination date of the secured creditor’s right, the starting date of the guarantee period for which the guarantor is liable for the debt shall be the expiration date of the performance period of the debt. (2) The “maturity date of debt performance” mentioned in the preceding paragraph includes the maturity date of each debt when the debtor of the main contract pays off the debt in installments, as well as the date when the creditor declares the early maturity of the debt under the main contract in accordance with the law or the main contract. (3) If the business under the main contract is letter of credit, bank acceptance bill, letter of guarantee and delivery guarantee, the date of advance shall be regarded as the expiration date of the performance period of the debt.
7. Guarantee scope: (1) principal, interest, overdue interest, default interest, compound interest, liquidated damages, damages, exchange rate losses (related losses caused by exchange rate changes), appraisal fees, evaluation fees, auction fees, litigation fees, arbitration fees, notarization fees Attorney fees and other reasonable expenses incurred by Party B to realize the creditor’s rights, as well as the expenses payable by all other debtors of the main contract. (2) All expenses other than the principal in the above scope shall be included in the scope of the guarantor’s guarantee liability, but shall not be included in the maximum amount of creditor’s rights guaranteed under the contract.
(II) main contents of China Merchants Bank Co.Ltd(600036) maximum irrevocable guarantee
1. Guarantor: Hc Semitek Corporation(300323)
2. Debtor: Hc Semitek Corporation(300323) (Zhejiang) Co., Ltd
3. Creditor: China Merchants Bank Co.Ltd(600036) Jinhua Yiwu sub branch
4. Maximum amount of creditor’s rights: RMB 100 million
5. Guarantee method: joint and several liability guarantee
6. Guarantee period: from the effective date of this guarantee to the maturity date of each loan or other financing or accounts receivable creditor’s rights transferred by the bank under the credit agreement or the advance date of each advance, plus three years. If any specific credit is extended, the guarantee period shall continue to three years after the expiration of the extension period.
7. Guarantee scope: the sum of the principal balance, as well as relevant interest, default interest, compound interest, liquidated damages, liquidated damages, factoring expenses, expenses for realizing security rights and creditor’s rights and other relevant expenses.
4、 Opinions of the board of directors
Within the scope of the guarantee amount deliberated at the above board meeting and general meeting of shareholders, the guaranteed object is a wholly-owned subsidiary of the company, the financial risk of providing the guarantee is within the company’s control, will not have an adverse impact on the company’s production and operation, and there is no damage to the interests of the company and all shareholders.
5、 Accumulated external guarantees and overdue guarantees
As of January 9, 2022, the total guarantee amount of the company and its holding subsidiaries is RMB 550 million, accounting for 87.18% of the latest audited net assets of the company; The total balance of guarantee actually incurred (including guarantee to subsidiaries) is RMB 275180900, accounting for 43.62% of the company’s latest audited net assets; The above guarantees are provided by the company for wholly-owned subsidiaries. The total balance of guarantees provided by the company and its holding subsidiaries to units outside the consolidated statements is RMB 10000, accounting for 0% of the company’s latest audited net assets.
The company does not have any external guarantee or overdue guarantee involving litigation guarantee except for subsidiaries.
6、 Documents for future reference
Guarantee contract.
Hc Semitek Corporation(300323) board of directors January 9, 2002
