Soochow Securities Co.Ltd(601555)
About Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
Accept the guarantee from the controlling shareholder and provide verification opinions on counter guarantee
Soochow Securities Co.Ltd(601555) (hereinafter referred to as ” Soochow Securities Co.Ltd(601555) ” or “sponsor”) as a sponsor of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as ” Infovision Optoelectronics (Kunshan) Co.Ltd(688055) ” or “company”) for initial public offering of shares and listing on the science and innovation board, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents, The sponsor has carefully verified that Infovision Optoelectronics (Kunshan) Co.Ltd(688055) accepted the guarantee of the controlling shareholder Kunshan Guochuang Investment Group Co., Ltd. (hereinafter referred to as “guochuang group”) and provided counter guarantee. The specific verification is as follows: I. overview of the guarantee
(I) basic information of guarantee
According to the development plan and business development needs, the company plans to apply to the bank for credit extension. The controlling shareholder guochuang group plans to provide joint and several liability guarantee of no more than 440 million yuan for the company’s financing and credit extension. The company provides corresponding counter guarantee with the guarantee amount actually received from guochuang group. The specific guarantee amount and guarantee period shall be subject to the actually signed guarantee agreement. This guarantee is valid from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting.
(II) review procedure of performance
At the 12th meeting of the audit committee of the first board of directors of the company, the proposal on the company accepting the guarantee of controlling shareholders and providing them with counter guarantee and connected transactions was considered and adopted, and relevant verification opinions were issued, and it was agreed to submit the proposal to the board of directors for deliberation. The 18th meeting of the first board of directors and the 13th meeting of the first board of supervisors considered and approved the above guarantee matters, the related directors have avoided voting, and the independent directors have approved the guarantee matters in advance and expressed their independent opinions with explicit consent. This guarantee constitutes a connected transaction, which needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
(I) basic information of the guaranteed
1. Name of the guaranteed: Kunshan Guochuang Investment Group Co., Ltd
2. Date of establishment: September 2, 1992
3. Registration place: No. 1228, Qianjin East Road, Kunshan Development Zone
4. Legal representative: Tang Chao
5. Business scope: authorized and entrusted by the Municipal State owned assets supervision and administration office, engaged in equity investment, capital operation and project investment and development. (among the above-mentioned business projects, except those with pre license, restricted operation and prohibited operation as stipulated by laws and administrative regulations) (for projects that need to be approved according to law, business activities can be carried out only with the approval of relevant departments)
6. Equity structure of guochuang group
Serial number shareholder name shareholding ratio
1. State owned assets supervision and Administration Office of Kunshan municipal government 100%
7. Main financial data of the latest year and the first period
Unit: 10000 yuan
Project 2021 / 9 / 30 (Unaudited) 2020 / 12 / 31 (audited)
Total assets 962420566904065444
Total liabilities 692861636642958470
Net assets 269558929261106975
Project January September 2021 (Unaudited) 2020 (audited)
Operating income 5539229452297698
Net profit 85368214952913
Net profit of 88506364602399 after deducting non recurring profit and loss
8. Whether there are major contingencies affecting the guaranteed’s solvency: No
9. Situation of dishonest Executees: according to the company’s query on China execution information disclosure network, guochuang group is not a dishonest executee
(II) relationship between the guaranteed and the listed company
Guochuang group is the controlling shareholder of the company and holds 45.90% of the shares of the company. 3、 Main contents of the guarantee agreement
At present, the company has not signed the relevant guarantee agreement (except that the previous agreement is still valid). The amount of guarantee provided by guochuang group for the company shall be subject to the financing amount finally approved by the bank, and the amount of counter guarantee provided by the company for guochuang group shall be subject to the amount actually accepted by the company. The guarantee period and amount shall be subject to the agreement actually signed. 4、 Reasons and necessity of guarantee
Guochuang group provides joint and several liability guarantee for the company’s financing and credit to support the company’s daily operation, meet the capital needs of the company’s production and operation activities and business development, and promote the healthy and long-term development of the company; The counter guarantee provided by the company to guochuang group based on the actual amount of guarantee provided by guochuang group is due to the need of internal risk control of guochuang group, which is conducive to the internal decision-making approval of guochuang group to provide guarantee for the company’s financing credit and balance the risks borne by both parties. 5、 Accumulated external guarantee amount and overdue guarantee amount
As of the date of issuance of this verification opinion, in addition to the counter guarantee provided to guochuang group this time, the total external guarantee of the company is RMB 507 million (the total guarantee refers to the sum of the unused amount within the approved guarantee limit and the actual guarantee balance), of which the approved but unused amount of the company is RMB 159866200, and the actual guarantee balance is RMB 347133800, They are joint and several liability guarantees provided to wholly-owned subsidiaries.
The company’s total external guarantee accounts for 10.95% of the company’s latest audited net assets and 7.01% of its total assets. Up to now, the company has no overdue external guarantee.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Infovision Optoelectronics (Kunshan) Co.Ltd(688055) accepting the guarantee of the controlling shareholder guochuang group and providing counter guarantee are the needs of development planning and business expansion. At the same time, the operation of the above guaranteed companies is normal, and this guarantee and counter guarantee will not have an adverse impact on the normal operation and business development of the company. The above guarantee and counter guarantee matters have been deliberated and adopted at the 18th meeting of Infovision Optoelectronics (Kunshan) Co.Ltd(688055) the first board of directors and the 13th meeting of the first board of supervisors Infovision Optoelectronics (Kunshan) Co.Ltd(688055) accepting the guarantee from the controlling shareholder and providing counter guarantee comply with relevant laws and regulations. In conclusion, the recommendation institution has no objection to Infovision Optoelectronics (Kunshan) Co.Ltd(688055) accepting the guarantee from the controlling shareholder and providing counter guarantee. (no text below)
(there is no text on this page, which is the signature and seal page of Soochow Securities Co.Ltd(601555) verification opinions on Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. accepting the guarantee from the controlling shareholder and providing counter guarantee)
Sponsor representative:
Zuo Daohu Cao Fei
Soochow Securities Co.Ltd(601555) mm / DD / yyyy
