Securities code: 300203 securities abbreviation: Focused Photonics (Hangzhou) Inc(300203) Announcement No.: 2022-006 Focused Photonics (Hangzhou) Inc(300203) (Hangzhou) Co., Ltd
Announcement on external guarantee
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of guarantee
Focused Photonics (Hangzhou) Inc(300203) (Hangzhou) Co., Ltd. (hereinafter referred to as “the company” or ” Focused Photonics (Hangzhou) Inc(300203) “) deliberated and adopted the proposal on loan guarantee for subsidiaries at the 22nd Meeting of the third board of directors held on January 10, 2022, and agreed:
1. According to the business development needs of the holding subsidiary Hangzhou Boyu Technology Development Co., Ltd. (hereinafter referred to as “Boyu technology”), the company reviewed and agreed to provide guarantee for the project financing credit with a total amount of no more than 140 million yuan applied by Boyu technology to financial institutions for the construction financing of phase II of the production base project of Qingshanhu science and Technology City, Lin\’an District, Hangzhou;
Meanwhile, it is agreed to provide guarantee for spectral education technology to apply for a new comprehensive credit of 160 million yuan from financial institutions. The comprehensive credit content includes but is not limited to working capital loan, bank acceptance bill, letter of guarantee, letter of credit and other comprehensive credit businesses. The specific guarantee limit shall be subject to the credit agreement signed between financial institutions and spectral education technology. To sum up, after the meeting took effect, the guarantee line provided by the company for spectral education technology to apply for credit from financial institutions amounted to RMB 500 million.
2. Cancel the guarantee provided for the wholly-owned subsidiary qingben environmental protection engineering (Hangzhou) Co., Ltd. (hereinafter referred to as “qingben environmental protection”) to apply for a comprehensive credit of no more than 30 million yuan (reviewed and approved by the 2014 annual general meeting of shareholders on May 8, 2015) from financial institutions. Up to now, qingben environmental protection has not used the above comprehensive credit guarantee line. After the review and approval of this meeting came into force, the guarantee line provided by the company to apply for credit from financial institutions for capital clearing and environmental protection is 0 yuan.
3、 Cancel the application of the wholly-owned subsidiary Beijing Jitian Instrument Co., Ltd. (hereinafter referred to as “Beijing Jitian”) to financial institutions for no more than 30 million yuan (reviewed and approved at the 32nd meeting of the second board of directors on August 25, 2016) Guarantee provided by the comprehensive credit facility. Up to now, Beijing Jitian has not used the above comprehensive credit guarantee line. After the review and approval of this meeting came into force, the guarantee line provided by the company for Beijing Jitian to apply for credit from financial institutions is 0 yuan.
4. Cancel the guarantee provided for the wholly-owned subsidiary Hangzhou spotlight IOT Technology Co., Ltd. (hereinafter referred to as “Spotlight IOT”) to apply for a comprehensive credit of no more than 200 million yuan (reviewed and approved by the 2017 annual general meeting of shareholders on May 23, 2018) from financial institutions. Up to now, spotlight IOT has not used the above comprehensive credit guarantee line. After the review and approval of this meeting came into force, the guarantee line provided by the company for spotlight IOT to apply for credit from financial institutions amounted to RMB 200 million.
The board of directors authorizes the above matters as follows:
1. The line guaranteed by the project financing credit can be used for the credit business under the project financing credit, and the interest, expense, term, interest rate and other conditions related to the above debts shall be handled through specific negotiation between the guaranteed party and the financial institution. 2. The guaranteed line of comprehensive credit can be used for purposes including but not limited to the issuance of bid guarantee, performance guarantee, working capital loan, etc. the interest, expense, term, interest rate and other conditions related to the above debts shall be handled through specific negotiation between the guaranteed party and the financial institution.
3. Authorize the chairman of the company to handle the above business on behalf of the company, and sign relevant guarantee contracts (agreements) and all documents related to the above business; The legal consequences and liabilities arising therefrom shall be borne by the company. After negotiation with financial institutions and taking into account the comprehensive guarantee ability of minority shareholders, the company guarantees the holding subsidiary PHYU technology in full, and the minority shareholders of PHYU technology provide corresponding counter guarantee to the company according to their shareholding ratio.
According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, the above guarantee for subsidiaries must be submitted to the general meeting of shareholders of the company for deliberation and approval before implementation. The above credit line and credit term shall be subject to the actual credit situation of the financial institution and shall be valid until the next re verification of the guarantee line.
2、 Basic information of the guaranteed
1. Spectrum Education Technology
Legal representative: Han shuanglai
Date of establishment: April 30, 2015
Registered capital: RMB 20 million
Unified social credit Code: 913301083417806668
Address: No. 2466-1, Keji Avenue, Qingshanhu street, Lin’an City, Hangzhou City, Zhejiang Province
Production and assembly: spectral analysis instrument, chromatographic analysis instrument, mass spectrometry analysis instrument, environmental monitoring instrument, environmental treatment equipment and mobile laboratory equipment; Technical development, technical services: business scope: computer software, instrumentation, computer system integration; Sales: spectral analysis instruments, chromatographic analysis instruments, mass spectrometry analysis instruments, environmental monitoring instruments, environmental treatment equipment, mobile laboratory equipment, automobiles; Services: maintenance of analysis and testing, environmental monitoring instruments and environmental treatment equipment, technical consultation, design and construction of environmental protection projects (operated with qualification); Import and export of goods
(except for projects prohibited by laws and administrative regulations, projects restricted by laws and administrative regulations can be operated only after obtaining permission). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
At present, the company holds 74.75% of the equity, and Hangzhou Puyu enterprise management partnership (limited partnership) holds 25.25% of the equity.
3、 Main financial status of the guaranteed:
1. Spectrum Education Technology
Unit: 10000 yuan
Main financial data September 30, 2021 (Unaudited) December 31, 2020 (audited)
Total assets 83772.05 56526.62
Liabilities 63453.21 39956.24
Net assets 20318.84 16570.39
January September 2021 (Unaudited) year 2020 (audited)
Operating income 51178.36 58630.20
Net profit 2715.49 5586.64
4、 Accumulated external guarantee quantity and overdue guarantee quantity
As of the date of this announcement, the company’s external guarantee amount is 0 yuan (excluding subsidiaries), the company’s approved and effective guarantee amount to subsidiaries is 1318 million yuan, the actual amount of guarantee to subsidiaries is 746012900 yuan, there is no overdue guarantee amount or guarantee amount involved in litigation, and the amount of loss to be borne due to the judgment of losing the guarantee.
After being deliberated and approved by the shareholders’ meeting, the guarantee limit for subsidiaries approved and effective by the company is 1358 million yuan.
5、 Opinions of the board of directors
The board of directors of the company held the 22nd Meeting of the third board of directors on January 10, 2022. There were 5 directors who should vote at the meeting and 5 directors who actually voted. All directors unanimously agreed that: PHYU technology is a subsidiary of the company, with normal reputation and operation. So far, there is no obvious indication that the company may bear the guarantee liability due to the default of the guaranteed party’s debt. This guarantee will not adversely affect the normal operation and business development of the company and its holding subsidiaries. Agree to provide guarantee for the project financing credit with a total amount of no more than 140 million yuan applied by spectral education technology to financial institutions, and agree to provide guarantee for the comprehensive credit with an additional 160 million yuan applied by spectral education technology to financial institutions; It is agreed to cancel the comprehensive credit guarantee line for its subsidiaries focus IOT, qingben environmental protection and Beijing Jitian.
6、 Opinions of independent directors
Hangzhou Puyu Technology Development Co., Ltd. is a subsidiary of the company, with normal reputation and operation. So far, there is no obvious indication that the company may bear the guarantee liability due to the default of the guaranteed party’s debt. This guarantee will not adversely affect the normal operation and business development of the company and its subsidiaries. The guarantee contents and decision-making procedures comply with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the Listing Rules of shares on the gem of Shenzhen Stock Exchange and other relevant laws and regulations. As an independent director of the company, we agree that the company will provide guarantee for Hangzhou Boyu Technology Development Co., Ltd. According to the actual operation and unified planning of the wholly-owned subsidiaries qingben environmental protection engineering (Hangzhou) Co., Ltd., Beijing Jitian Instrument Co., Ltd. and Hangzhou spotlight iotian Technology Co., Ltd., it is agreed to cancel the comprehensive credit guarantee line for the wholly-owned subsidiaries spotlight iotian, qingben environmental protection and Beijing Jitian. Agree to submit the proposal to the general meeting of shareholders for deliberation.
It is hereby announced.
Board of directors of Focused Photonics (Hangzhou) Inc(300203) (Hangzhou) Co., Ltd
January 10, 2022
