Minsheng Securities Co., Ltd
About Shareate Tools Ltd(688257)
Verification opinions on mutual guarantee with wholly-owned companies in 2022
Minsheng Securities Co., Ltd. (hereinafter referred to as "sponsor") is a sponsor of Shareate Tools Ltd(688257) (hereinafter referred to as " Shareate Tools Ltd(688257) " or "company") for initial public offering of shares and listing on the science and innovation board, In accordance with the measures for the administration of the registration of initial public offering shares on the science and Innovation Board (for Trial Implementation), the measures for the administration of securities issuance and listing recommendation business, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange and other relevant provisions, the mutual guarantee between Shareate Tools Ltd(688257) and its subsidiaries was carefully verified, and the following opinions were expressed:
1、 Overview of guarantee
(I) basic information of guarantee
In order to ensure the daily operation and business development capital needs of the company and its wholly-owned subsidiaries and ensure the smooth development of the company's business, the company and its wholly-owned subsidiaries provide guarantees for the comprehensive bank credit and loan business in 2022. The guarantee amount is as follows:
The guarantee amount provided by the company for Wuhan Xinrui is 400 million yuan (the guarantee balance at any time point does not exceed 400 million yuan); The guarantee amount provided by Wuhan Xinrui for the company is 40 million yuan (the guarantee balance at any time point shall not exceed 40 million yuan). The above guarantee amount is estimated based on the current business situation of the company, and the specific guarantee amount is subject to the guarantee agreement finally negotiated and signed by the company and Wuhan Xinrui with banks and other financial institutions. The validity period of the above guarantee limit is from the date of deliberation and approval of the company's 2021 annual general meeting to the date of holding the 2022 annual general meeting.
(II) review procedures for the performance of this guarantee
The company held the 9th meeting of the 4th board of directors and the 5th meeting of the 4th board of supervisors on April 19, 2022, deliberated and adopted the proposal on mutual guarantee between the company and its wholly-owned subsidiaries in 2022, and the independent directors expressed their independent opinions on this matter.
For the specific guarantee matters of the company and its wholly-owned subsidiaries within the above guarantee limit, the board of directors of the company shall request the general meeting of shareholders to authorize the chairman of the company or the authorized agent designated by the chairman of the board of directors to be specifically responsible for signing (or signing) relevant guarantee agreements with financial institutions one by one, and no separate board of directors and general meeting of shareholders will be held.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
(I) Wuhan Xinrui Alloy Tools Co., Ltd
1. Registered capital: RMB 360 million
2. Address: No. 102, Changbei street, Daji street, Caidian District, Wuhan
3. Legal representative: Wu Hehong
4. Business scope: production, R & D and sales of new cemented carbide materials; Production, R & D and sales of rock drilling tools; Production, R & D and sales of cutting tools; Production, R & D and sales of mechanical equipment; Export of self-produced products and technologies and import and export of required mechanical equipment, instruments and meters, spare parts, raw and auxiliary materials and technologies. (for projects subject to examination and approval according to law, business activities can be carried out only after examination and approval by relevant departments)
5. Key financial data
Unit: 10000 yuan
Category December 31, 2021 / 2021 December 31, 2020 / 2020
Total assets 69233561768085
Total liabilities 3479084991210
Net assets 3344272776875
Operating income 1265515721323
Net profit -326.03 -674.23
Note: notarial Tianye Certified Public Accountants (special general partnership) has audited the financial data of 2020 and 2021 within the scope of consolidated financial statements and issued a separate audit report.
3、 Main contents of the guarantee agreement
At present, the company has not signed relevant guarantee agreements (except those that are still valid in the past), and the above guarantee amount shall come into force after being submitted to the general meeting of shareholders for deliberation and approval. The specific guarantee amount, guarantee period and signing time shall be subject to the actually signed contract.
4、 Reasons and necessity of guarantee
The above guarantee matters are to ensure the continuous and steady development of the production and operation of the company and its wholly-owned subsidiaries, meet the actual needs of the company's overall production and operation, and help meet the needs of the company and its wholly-owned subsidiaries for daily capital use and expanding business scope. At the same time, the company has full control over the wholly-owned subsidiary, and the company has less guarantee risk. Providing guarantee for it is in line with the overall interests of the company and will not affect the interests of the company and all shareholders. 5、 Accumulated external guarantee amount and overdue guarantee amount
As of the disclosure date of this announcement, the total amount of the company's accumulated external guarantee is 143 million yuan, and the guarantee balance is 530418 million yuan, all of which are the company's guarantees to wholly-owned subsidiaries. The proportion of the guarantee balance in the latest audited net assets and total assets of the company is 2.64% and 2.01% respectively. The company and its holding subsidiaries do not have overdue guarantees or litigation guarantees.
6、 Description of special opinions
The board of Directors believes that the mutual guarantee between the company and its wholly-owned subsidiaries is to meet the capital needs of the company and its wholly-owned subsidiaries for daily operation and business development, ensure the smooth development of the company's and its wholly-owned subsidiaries' business, promote its business development and business scale, improve its sustainable development ability, which is in line with the long-term overall interests of the company, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders.
The independent directors believe that: the financial risk of the mutual guarantee between the company and the wholly-owned subsidiary is within the company's control, and the company and the wholly-owned subsidiary do not provide guarantee for any company or individual financing behavior outside the scope of the consolidated statements. This matter meets the financing needs of the company and Wuhan cutting-edge operation, provides necessary guarantee for the sustainable development of the company, and is in line with the interests of the company, It will not encroach on or damage the interests of the company and minority shareholders.
Therefore, we agree to submit the proposal on mutual guarantee between the company and its wholly-owned subsidiaries in 2022 to the 2021 annual general meeting of shareholders of the company for deliberation.
The board of supervisors believes that after deliberation, the mutual guarantee between the company and its wholly-owned subsidiaries in 2022 is to meet the needs of daily production and operation, which is a normal business behavior, mainly to meet the needs of its business development, which is conducive to promoting the sustainable and stable development of the company and its wholly-owned subsidiaries and improving their operating efficiency and profitability. This guarantee is in line with the overall interests of the company, does not pose a significant adverse impact on the normal operation of the company, does not violate relevant laws and regulations and the articles of association, and does not damage the interests of the company and shareholders. Therefore, the board of supervisors agreed to the proposal on mutual guarantee between the company and its wholly-owned subsidiaries in 2022.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the proposal of mutual guarantee between the company and its wholly-owned subsidiary has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their independent opinions with explicit consent, fulfilled the necessary procedures, and still need to be submitted to the general meeting of shareholders of the company for deliberation. The relevant resolution procedures comply with the relevant laws and regulations and the articles of association, such as the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the guidelines for self-discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation.
The mutual guarantee between the company and its wholly-owned subsidiaries is to meet the daily operation and business development capital needs of the company and its wholly-owned subsidiaries, ensure the smooth development of its business, comply with the interests of the company and all shareholders, and there is no damage to the legitimate interests of the company and minority shareholders. In conclusion, the recommendation institution has no objection to the mutual guarantee provided by the company and its wholly-owned subsidiary.
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