Securities code: Quectel Wireless Solutions Co.Ltd(603236) securities abbreviation: Quectel Wireless Solutions Co.Ltd(603236) Announcement No.: 2022022 Quectel Wireless Solutions Co.Ltd(603236)
About the company's contribution to the subsidiary in 2022
Announcement of expected external guarantee
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content note: name of the guaranteed: Hefei mobile Rui Communication Technology Co., Ltd., Shanghai Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd., Hefei Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd., Guangdong Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd., Changzhou mobile Yuan Communication Technology Co., Ltd., a subsidiary of Quectel Wireless Solutions Co.Ltd(603236) (hereinafter referred to as "the company"). The amount of guarantee and the balance of guarantee actually provided: it is estimated that the total amount of guarantee the company intends to provide for its subsidiaries in 2022 will not exceed (including) RMB 1.8 billion. As of the disclosure date of this announcement, the guarantee balance provided by the company for its subsidiaries was 364778 million yuan, and there were no other external guarantees. Whether there is counter guarantee in this guarantee: none. Cumulative amount of overdue external guarantee: the company has no overdue external guarantee.
1、 Overview of guarantee
In order to meet the development needs of the company's subsidiaries and achieve efficient fund-raising, the company held the sixth meeting of the third board of directors on April 15, 2022, and deliberated and adopted the proposal on the prediction of the company's external guarantee for its subsidiaries in 2022, It is agreed that the company is expected to provide a total guarantee of no more than (including) RMB 1.8 billion to its subsidiaries in 2022 (including no more than RMB 400 million for subsidiaries with asset liability ratio of 70% and above and no more than RMB 1.4 billion for subsidiaries with asset liability ratio of less than 70%). The actual guarantee amount shall be subject to the guarantee contract finally signed and executed or the bank's reply, Guarantee methods include but are not limited to credit guarantee, mortgage guarantee, pledge guarantee, etc.
1. The details of the company's expected new guarantees in 2022 are as follows:
(1) It is estimated that the newly increased guarantee amount for subsidiaries with asset liability ratio not exceeding 70% is as follows:
No. nature of the company the guaranteed party's expected guarantee amount in 2022
1. Hefei mobile Rui Communication Technology Co., Ltd., a wholly-owned subsidiary, shall not exceed (including) 400 million yuan
2. Hefei Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd., a wholly-owned subsidiary, shall not exceed (including) 200 million yuan
3. Changzhou Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd., a wholly-owned subsidiary, shall not exceed (including) 800 million yuan
(2) It is estimated that the newly increased guarantee amount for subsidiaries with asset liability ratio of more than 70% is as follows:
No. nature of the company the guaranteed party's expected guarantee amount in 2022
1. The wholly-owned subsidiary Shanghai Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd. shall not exceed (including) 200 million yuan
2. Guangdong Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd., a wholly-owned subsidiary, shall not exceed (including) 200 million yuan
2. Within the annual guarantee plan limit, the guarantee limit of wholly-owned / holding subsidiaries with asset liability ratio of more than 70% can be adjusted to other wholly-owned / holding subsidiaries with asset liability ratio of more than 70% (including newly established wholly-owned / holding subsidiaries within the authorization period); The guarantee amount of wholly-owned / holding subsidiaries below 70% can be adjusted to other wholly-owned / holding subsidiaries with asset liability ratio below 70% (including newly established wholly-owned / holding subsidiaries within the authorization period). The company will allocate the guarantee amount among the subsidiaries within the consolidation scope according to the actual situation, in which the single guarantee amount can exceed 10% of the company's net assets.
3. The guarantee period is from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of convening the 2022 annual general meeting of shareholders. Within the above guarantee limit, the board of directors will not be held separately for each guarantee. On the premise that the company's general meeting of shareholders approves the amount of external guarantee, it further requests the general meeting of shareholders to authorize the company's management to decide on specific matters such as the method and amount of external guarantee within the scope approved by the general meeting of shareholders, and authorize the general manager to sign relevant agreements and documents. If the signing date of the agreement is within the validity period, but the term of the agreement is not within the validity period of the resolution, the validity period of the resolution will be automatically extended to the expiration date of the validity period of the agreement.
4. When the guarantee amount of RMB 1.8 billion provided by the above-mentioned company for subsidiaries is fully implemented, the guarantee amount is expected to account for 56.10% of the net assets of the Company attributable to the shareholders of the listed company in the latest audit.
5. The guarantee has been approved at the 6th meeting of the 3rd board of directors, and the independent directors have given their consent. The expected matters of this guarantee need to be submitted to the general meeting of shareholders of the company for deliberation and approval. The company will perform the obligation of information disclosure separately in accordance with the provisions of the stock listing rules of Shanghai Stock Exchange when the subsequent guarantee to the above subsidiaries actually occurs.
2、 Basic information of the guaranteed
(I) Hefei mobile Rui Communication Technology Co., Ltd. (hereinafter referred to as "Hefei mobile Rui")
Registered capital: 50 million yuan.
Registered address: 6th floor, pilot building, No. 1, zone a, China (Hefei) international intelligent voice Industrial Park, No. 3335 Xiyou Road, high tech Zone, Hefei.
Legal representative: Zhang Dong.
Business scope: technology development, technical consultation, technical service and technology transfer in the field of communication technology, electronic technology and computer software and hardware; Computer software, hardware and auxiliary equipment (except special products for computer system security); Sales of electronic products, instruments, electronic components and communication equipment; Engage in the import and export business of various commodities and technologies (except those prohibited by national laws and regulations); Information service industry in Category II value-added telecommunications services (excluding Internet information services) (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, Hefei mobile Rui has total assets of 566066 million yuan, liabilities of 1884034 million yuan (including total bank loans of 83.505 million yuan, current liabilities of 1088585 million yuan) and net assets of 3782026 million yuan. In 2021, Hefei mobile Rui had an operating revenue of 6820347 million yuan and a net profit of 1607322 million yuan. (audited)
(II) Shanghai Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd. (hereinafter referred to as "Yiyuan technology")
Registered capital: 50 million yuan.
Registered address: floor 1, building 5, No. 1016, Tianlin Road, Minhang District, Shanghai.
Legal representative: Zheng Lei.
Business scope: technology development, technical consultation, technical service and technology transfer in the fields of communication technology, electronic technology and computer software and hardware technology, sales of computer software and hardware and auxiliary equipment, electronic products, instruments, electronic components and communication equipment, import and export business of goods and technology, Internet of things technical service, information technology consulting service, information system integration service and application software development. (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 total assets of Yiyuan technology are 467755 million yuan, liabilities are 374076 million yuan (including total bank loans of 0 million yuan, current liabilities of 374076 million yuan), and net assets are 9.3678 million yuan. In 2021, the operating income of Yiyuan technology was 104633 million yuan and the net profit was -4.8617 million yuan. (audited) (III) Hefei Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd. (hereinafter referred to as "Hefei Yiyuan")
Registered capital: 110 million yuan.
Registered address: plant 1, No. 96, Chuangxin Avenue, high tech Zone, Hefei, Anhui Province.
Legal representative: Xiang Keli.
Business scope: technology development, technical consultation, technical service and technology transfer in the field of communication technology, electronic technology and computer hardware; Production and sales of computer software, hardware and auxiliary equipment (except special products for computer information system security), electronic products, instruments and meters, electronic components and communication equipment; Assembly, production and sales of electronic accessories; Import and export of goods or technologies (excluding those prohibited by the state or involving administrative examination and approval). (for projects subject to approval according to law, business activities can only be carried out after being approved by relevant departments) as of December 31, 2021, Hefei Huayuan has total assets of 2346464 million yuan, liabilities of 1211279 million yuan (including total bank loans of 10000 yuan, current liabilities of 1211279 million yuan) and net assets of 1135185 million yuan. In 2021, Hefei Yiyuan had an operating revenue of 980221 million yuan and a net profit of -7.451 million yuan. (audited)
(IV) Guangdong Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd. (hereinafter referred to as "Guangdong Yiyuan")
Registered capital: 5 million yuan.
Registered address: floor 9-10, building 2, Sanshan science and innovation center, No. 12, Gangkou Road, Sanshan new town, Guicheng Street, Nanhai District, Foshan City.
Legal representative: Yang Zhongzhi.
Business scope: information system integration services; Internet of things technology services; Information technology consulting services; Software development; Internet data services; Engineering and technical research and test development; Wholesale of computers, software and auxiliary equipment; Wholesale of communication equipment; Wholesale of electronic products; Internet retail (except for items prohibited by laws, administrative regulations or decisions of the State Council and requiring approval before registration). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.) (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, Guangdong Yiyuan had total assets of 167952 million yuan, liabilities of 464898 million yuan (including total bank loans of 0 million yuan, current liabilities of 434317 million yuan), and net assets of - 296946 million yuan. In 2021, Guangdong Yiyuan had an operating revenue of 117925 million yuan and a net profit of -333171 million yuan. (audited) (V) Changzhou Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd. (hereinafter referred to as "Changzhou Yiyuan")
Registered capital: 200 million yuan.
Registered address: the first floor of plant 8, Chuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Park, No. 377, Wuyi South Road, Wujin national high tech Industrial Development Zone.
Legal representative: Xiang Keli.
Business scope: licensed items: import and export of goods; Technology import and export (for projects 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) general items: technical services, technology development, technical consultation, technical exchange, technology transfer and technology promotion; Manufacturing of communication equipment; Network equipment manufacturing; Internet of things equipment manufacturing; Manufacturing of electronic components; Manufacturing of computer software, hardware and peripheral equipment; Sales of communication equipment; Wholesale of electronic components; Retail of electronic components; Sales of electronic products; Sales of mobile communication equipment; Wholesale of computer software, hardware and auxiliary equipment; Retail of computer software, hardware and auxiliary equipment; Internet equipment sales; Software sales; Software development; Information system integration service; Information technology consulting services (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
As of December 31, 2021, Changzhou Huayuan has total assets of 7264379 million yuan, liabilities of 3178252 million yuan (including total bank loans of 0 million yuan, current liabilities of 3096419 million yuan) and net assets of 4086127 million yuan. In 2021, Changzhou Yiyuan had an operating revenue of 179736200 yuan and a net profit of 8561500 yuan. (audited)
3、 Main contents of the guarantee agreement
At present, the company and its subsidiaries have not signed the relevant guarantee agreement in 2022, and the total amount of the above planned guarantee is only the guarantee amount to be provided by the company. The above guarantee needs to be reviewed and approved by the bank or relevant authorities. The signing time shall be subject to the actually signed contract. The specific guarantee amount, guarantee period and other terms will be within the above scope and determined by the actual needs of the working capital of the subsidiary.
4、 Opinions of the board of directors and independent directors
The board of directors of the company believes that this guarantee is to consider the daily operation needs of subsidiaries, comply with the provisions of relevant laws and regulations and the articles of association, and the guarantee risk is generally controllable, which is conducive to the production, operation and long-term development of the company. It agrees that the company provides a guarantee for subsidiaries with a total amount of no more than (including) 1.8 billion yuan.
The independent directors of the company expressed the following independent opinions on the guarantee: the company's guarantee for its subsidiaries takes into account the production, operation and capital needs of the company and its subsidiaries, which is in line with the actual operation and overall development strategy of the company, and the guarantee risk is within the controllable range of the company. The guarantee involved in the proposal complies with the provisions of relevant laws and regulations, the voting procedure is legal, and there is no situation damaging the interests of the company and its shareholders. Therefore, we agree to this proposal and submit it to the general meeting of shareholders of the company for deliberation.
5、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of the announcement, the balance of external guarantees provided by the company as a subsidiary was 364778 million yuan, accounting for 1.17% of the latest audited net assets of the listed company. The company has no other external guarantees and overdue guarantees.
6、 Documents for future reference
1. Resolutions of the 6th meeting of the 3rd board of directors;
2. Independent opinions of independent directors on matters related to the sixth meeting of the third board of directors.
It is hereby announced.
