Securities code: Sichuan Etrol Technologies Co.Ltd(300370) securities abbreviation: St security control announcement Code: 2022052 Sichuan Etrol Technologies Co.Ltd(300370)
Announcement on the application of the company (including its subsidiaries) and its holding subsidiaries for comprehensive financing limit, guarantee limit and related party transactions in 2022
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.
Sichuan Etrol Technologies Co.Ltd(300370) (hereinafter referred to as “company” or “security control technology”) held the 21st Meeting of the 5th board of directors on April 21, 2022, deliberated and adopted the proposal on the application of the company (including its subsidiaries) and its holding subsidiaries for comprehensive financing limit, guarantee limit and related transactions in 2022. Relevant matters are hereby announced as follows:
1、 Overview of applying for comprehensive credit line and guarantee line
1. Application for comprehensive credit line
According to the 2022 business plan of Sichuan Etrol Technologies Co.Ltd(300370) (hereinafter referred to as “the company” or “security control technology”), in order to meet the working capital needs of the company (including its subsidiaries) and its holding subsidiaries for production and operation, the company (including its subsidiaries) and its holding subsidiaries plan to apply to financial institutions, financial enterprises or natural persons for a comprehensive financing limit of no more than RMB 2.38 billion. The financing line includes the new loan and the survival of the original loan. The loans under the financing line are mainly used to provide the working capital required by the company’s daily operation, including but not limited to bank loans, bank acceptance bills, letters of credit, letter of guarantee, financial leasing, equipment loans, M & A loans, bill pledge, project loans, factoring financing and other related businesses.
The companies (including subsidiaries) and holding subsidiaries applying for the comprehensive financing limit include: the company, Zhejiang Security Control Technology Co., Ltd. (hereinafter referred to as “Zhejiang security control”), Shaanxi Security Control Technology Co., Ltd. (hereinafter referred to as “Shaanxi security control”), Beijing Zetian Shenghai Oilfield Technology Service Co., Ltd. (hereinafter referred to as “Zetian Shenghai”), Xinjiang Security Control Technology Co., Ltd. (hereinafter referred to as “Xinjiang security control”) Yibin Security Control Technology Co., Ltd. (hereinafter referred to as “Yibin security control”), Hangzhou Qingniao Electronics Co., Ltd. (hereinafter referred to as “Hangzhou Qingniao”), Hangzhou security control environmental protection technology Co., Ltd. (hereinafter referred to as “Hangzhou security control”), Haining security control new energy Co., Ltd. (hereinafter referred to as “Haining security control”), Xinjiang Tian’an Engineering Co., Ltd. (hereinafter referred to as “Xinjiang Tian’an”) Zhengzhou Xinsheng Electronic Technology Co., Ltd. (hereinafter referred to as “Zhengzhou Xinsheng”), Jiangsu Jingxiong Technology Co., Ltd. (hereinafter referred to as “Jiangsu Jingxiong”), Beijing security control oil and Gas Technology Co., Ltd. (hereinafter referred to as “security control oil and gas”), Karamay Sanda New Technology Co., Ltd. (hereinafter referred to as “Sanda new technology”).
2. Guarantee amount
In order to improve the efficiency of applying for comprehensive financing quota from financial institutions, financial enterprises or natural persons and ensure the smooth completion of the comprehensive financing scheme, the company, its holding subsidiaries, the actual controller of the company, Mr. Yu Ling and his spouse, the shareholder of the company, Mr. Dong Aimin and his spouse, the minority shareholders of non wholly owned subsidiaries and their spouses In 2022, the executive partners of the shareholders of non wholly-owned subsidiaries and their spouses and the guarantors designated by other financial institutions intend to provide guarantees or counter guarantees with a total amount of no more than RMB 2.380 billion for the above companies (including subordinate branches) and holding subsidiaries applying for comprehensive financing line. The guarantee methods include but are not limited to credit guarantee, asset mortgage, pledge and mutual joint and several liability guarantee between the company and its subsidiaries. If the company provides guarantee for a non wholly-owned holding subsidiary, the minority shareholders of the non wholly-owned holding subsidiary shall provide guarantee or counter guarantee of the same proportion at the same time. The new guarantee includes the original guarantee amount and the existing guarantee amount.
The above total financing amount and guarantee matters shall be subject to the actual approval of relevant financial institutions, financial enterprises or natural persons. The actual financing amount and guarantee amount of financial institutions, financial enterprises or natural persons can be adjusted among companies (including subordinate branches) and holding subsidiaries within the above limit. Among them, the guarantee object with asset liability ratio of more than 70% at the time of adjustment, The guarantee amount can only be obtained from the guarantee object with an asset liability ratio of more than 70% (when the guarantee amount is considered by the general meeting of shareholders). Within this amount, the company (including its subsidiaries) and its holding subsidiaries borrow and lend according to the actual capital needs. The specific guarantee period of the above guarantee matters shall be subject to the guarantee agreement signed with relevant financial institutions and similar financial enterprises or natural persons, and the guarantee fee shall be exempted. The company (including its subsidiaries) and its holding subsidiaries shall be used continuously and circularly within the validity period and guarantee amount according to the actual operation.
The company authorizes Mr. Xu Yongliang, the legal representative of the company, or the authorized agent designated by the legal representative, to sign the legal documents related to the application of the company (including its subsidiaries) and its holding subsidiaries for financing to financial institutions, financial enterprises or natural persons in 2022 and the provision of guarantees for the company (including its subsidiaries) and holding subsidiaries on behalf of the company within the approved financing limit. All the legal liabilities arising therefrom shall be borne by the company.
The financing limit and corresponding guarantee authorization period shall be 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. Within the scope of the above financing limit, there is no need to hold a separate shareholders’ meeting for deliberation and approval.
2、 Related party transactions
1. Mr. Yu Ling is the shareholder and actual controller of more than 5% of the company. Up to now, Mr. Yu Ling directly holds 126570413 shares of the company, accounting for 13.22% of the total share capital of the company. According to the regulations of Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), this guarantee constitutes a connected transaction. 2. The proposal involves related party transactions, and the total amount of external guarantees of the company and its holding subsidiaries has exceeded 50% of the latest audited net assets. Meanwhile, the guarantors with an asset liability ratio of more than 70% in the latest audited financial statements (or the latest financial statements) include the company, Shaanxi security control, Zetian Shenghai, security control oil and gas, Hangzhou Qingniao, Zhengzhou Xinsheng, Jiangsu Jingxiong, Xinjiang Tian’an, Yibin security control and Sanda new technology, Hangzhou security control. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) and the articles of association, this guarantee shall be submitted to the general meeting of shareholders of the company for deliberation.
3. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
3、 Basic information of the guaranteed
1 Sichuan Etrol Technologies Co.Ltd(300370)
(1) Type: joint stock limited company (listed, natural person investment or holding)
(2) Address: Building 9, Jinrun Industrial Park, Xuzhou District, Yibin City, Sichuan Province
(3) Legal representative: Xu Yongliang
(4) Registered capital: nine hundred fifty-seven million one hundred and forty-six thousand three hundred and forty-four yuan only
(5) Date of establishment: September 17, 1998
(6) Business term: September 17, 1998 to long term
(7) Business scope: licensed items: import and export of goods; Technology import and export; Intelligent building construction; Installation and maintenance of gas burning appliances; Various engineering construction activities (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 projects shall be subject to the approval documents or licenses of relevant departments). General projects: software development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Manufacturing of industrial automatic control system devices; Sales of industrial automatic control system devices; Industrial control computer and system manufacturing; Industrial control computer and system sales; Manufacturing of computer software, hardware and peripheral equipment; Wholesale of computer software, hardware and auxiliary equipment; Instrument manufacturing; Instrument sales; Manufacturing of communication equipment; Sales of communication equipment; Sales of mechanical and electrical equipment; Sales of building materials; Sales of chemical products (excluding licensed chemical products); Design and construction services of safety technology prevention system; Sales of security equipment; Network and information security software development; Manufacturing of information security equipment; Sales of information security equipment; Oil and gas technical services; Industrial Internet data service; Information system integration service; Intelligent control system integration; Computer system services; Information technology consulting services; Information system operation and maintenance services; Manufacturing of special instruments and meters for environmental monitoring; Sales of special instruments and meters for environmental monitoring (except for projects that must be approved according to law, carry out business activities independently according to law with business license).
(8) Basic financial information of the company
Unit: Yuan
Financial indicators December 31, 2021 March 31, 2022
Total assets 237520227746227157819725
Total liabilities 274038541419270822026931
Net assets -36518313673 -43664207206
Financial indicators December 31, 2021 March 31, 2022
Operating income 559385286617439293279
Total profit -89406303616 -7159294556
Net profit -887139640 -7146613010
Note: the financial data of 2021 has been audited, and the financial data of the first quarter of 2022 has not been audited.
(9) Whether the guaranteed party is a dishonest Party: Yes.
The company was included in the list of dishonest Executees due to litigation, which had a certain impact on its participation in bidding projects, resulting in restrictions on the company’s business undertaking. Since the company, as the secured party, is the guarantee for the existing debt, it has no impact on this transaction. The company is actively communicating and negotiating with relevant parties to move out of the list of dishonest Executees as soon as possible.
2. Zhejiang Security Control Technology Co., Ltd
(1) Type: limited liability company (sole proprietorship of legal person)
(2) Address: No. 400-1, Fucheng Road, Xiasha street, Qiantang New District, Hangzhou, Zhejiang
(3) Legal representative: Xu Yongliang
(4) Registered capital: 400 million yuan only
(5) Date of establishment: May 14, 2013
(6) Business term: May 14, 2013 to May 13, 2033
(7) Business scope: technology development, technical services, achievement transfer: environmental monitoring instruments, pollution control equipment, computers and external equipment, communication equipment; Wholesale and retail: environmental protection equipment, electronic products, communication equipment (except specially controlled by the state), photographic equipment, office equipment, ordinary mechanical equipment, building materials, chemical products (except dangerous chemicals and precursor chemicals); Import and export of goods and technology.
(8) Ownership structure
Security control technology
100%
Zhejiang security control
As of the disclosure date of this announcement, Zhejiang security control is a wholly-owned Tier-1 subsidiary of the company, and the company holds 100% equity of Zhejiang security control.
(9) Basic financial information of the company
Unit: Yuan
Financial indicators December 31, 2021 March 31, 2022
Total assets 7091790261070883376334
Total liabilities 3829072581938661019886
Net assets 3262717679132222356448
Financial indicators December 31, 2021 March 31, 2022
Operating income 486828991339878417
Total profit -5277385687 -433720524
Net profit -3951793044 -404820343
Note: the financial data of 2021 has been audited, and the financial data of the first quarter of 2022 has not been audited.
(10) Whether the guaranteed party
