Securities code: 600105 securities abbreviation: Jiangsu Etern Company Limited(600105) Announcement No.: pro 2022-006 bond Code: 110058 bond abbreviation: Yongding convertible bond
Jiangsu Etern Company Limited(600105) about
The board of directors and all directors of the company guarantee that the contents of this announcement are free from any false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and integrity of its contents.
Important content tips:
● name of the guaranteed party: Wuhan Yongding Optoelectronics Technology Co., Ltd. (hereinafter referred to as "Wuhan optoelectronics") ● the guarantee amount and the balance actually provided for it:
This time, Wuhan optoelectronics, a holding subsidiary, is guaranteed to apply for bank credit, with a guarantee amount of 5 million yuan. The balance of guarantee actually provided by the company is 26 million yuan .
● whether there is counter guarantee in this guarantee: this company is the guarantee of the holding subsidiary Wuhan optoelectronics, and other shareholders Wuhan Tongxin Dingsheng management consulting partnership (limited partnership) and indirect shareholder Li Xin provide corresponding counter guarantee according to the shareholding ratio.
● cumulative overdue amount of external guarantee: None
● this guarantee has been deliberated by the general meeting of shareholders of the company
1、 Overview of guarantee
The company received a letter that the maximum guarantee contract signed by the company and China Everbright Bank Company Limited Co.Ltd(601818) Wuhan Branch (hereinafter referred to as " China Everbright Bank Company Limited Co.Ltd(601818) Wuhan Branch") provides joint and several liability guarantee for the holding subsidiary Wuhan optoelectronics to apply for a bank credit of 5 million yuan with a term of one year from China Everbright Bank Company Limited Co.Ltd(601818) Wuhan Branch.
The above guarantee matters have been deliberated and adopted at the 8th meeting of the 9th board of directors held on April 16, 2021 and approved by the 2020 annual general meeting of shareholders held on May 21, 2021. (see the company's temporary 2021-036 and temporary 2021-057 for details)
2、 Basic information of the guaranteed
Name of the guaranteed: Wuhan Yongding Optoelectronic Technology Co., Ltd
Registered address: room 195, 18th floor, block a, overseas talent building, No. 999, Gaoxin Avenue, East Lake New Technology Development Zone, Wuhan
Legal representative: Li Xin
Registered capital: 20 million yuan
Date of establishment: September 30, 2016
Business scope: technology development, technical service and production of chips, optical fibers, optical cables, wires and cables and electronic products; R & D, production, wholesale and retail of communication equipment (excluding radio transmitting equipment) and computer software and hardware; Import and export of goods, import and export of technology, import and export agency (excluding goods or technologies whose import and export are prohibited or restricted by the state) (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
As of December 31, 2020, Wuhan optoelectronics had total assets of 52.8025 million yuan, total liabilities of 30.7076 million yuan and net assets of 22.0949 million yuan. In 2020, the operating revenue was 52.2243 million yuan and the net profit was 1.5485 million yuan (audited).
Affiliated relationship with the company: the company's holding subsidiary
Shareholders and shareholding ratio: 70% of the company's holding subsidiary Wuhan Yongding optoelectronics Group Co., Ltd., and 30% of Wuhan Tongxin Dingsheng management consulting partnership (limited partnership); The company has no relationship with the shareholder Wuhan Tongxin Dingsheng management consulting partnership (limited partnership).
3、 Main contents of the guarantee agreement
(I) maximum guarantee contract
Guarantor: Jiangsu Etern Company Limited(600105)
Creditor: China Everbright Bank Company Limited Co.Ltd(601818) Wuhan Branch
Scope of guarantee: the scope of guarantee under this contract includes: debt principal, interest (including legal interest, agreed interest and default interest), compound interest, liquidated damages, damages Expenses for realizing the creditor's rights (including but not limited to litigation / arbitration expenses, lawyer's fees, notarization fees, execution fees, etc.) and all other expenses payable (the above items are collectively referred to as the "guaranteed liabilities"). The certificate used by the credit grantor to indicate any guaranteed debt or any amount payable under this contract, unless there is an obvious error, shall be the final evidence of the creditor's right and debt relationship of both parties and shall be binding on the guarantor.
Guarantee mode: joint and several liability guarantee
Guarantee period: the guarantee period of each specific credit business under the comprehensive credit agreement is calculated separately, which is three years from the expiration date of the trustee's debt performance period agreed in the specific credit business contract or agreement. In case of early maturity of debt due to events specified in laws or specific credit business contracts or agreements, the guarantee period is three years from the date of early maturity of debt. If the Guarantor agrees to the debt extension, the guarantee period shall be three years from the date of expiration of the debt performance period re agreed in the extension agreement. If the debts under the specific credit business contract or agreement are performed by stages, the guarantee period for each debt is three years from the expiration of the last debt performance period.
4、 Opinions of the board of directors
The board of directors of the company believes that the company expects to provide guarantee for wholly-owned and holding subsidiaries to apply for bank credit in 2021, which belongs to the normal production and operation behavior of the company and wholly-owned and holding subsidiaries, in order to ensure the working capital demand of their normal operation and contribute to the development of their daily business; The company provides guarantee for subsidiaries within the scope of consolidated statements, with controllable risk and will not damage the interests of shareholders of the company; The board of directors of the company unanimously agreed to this matter.
The independent directors of the company believe that:
1. The guarantee to be provided by the company for the subsidiary in this year is to meet the needs of the normal operation of the wholly-owned and holding subsidiary. The guarantee is conducive to the normal production and operation of the subsidiary.
2. The company has taken effective monitoring measures for its subsidiaries, and the risk is controllable. However, we remind the management of the company to pay close attention to the guarantee risk, strengthen the external guarantee management, control and reduce the external guarantee risk in general, strictly control and resolve the existing external guarantee risk, standardize the guarantee behavior in accordance with relevant regulations, timely perform the disclosure obligation, earnestly safeguard the interests of shareholders and promote the stable development of the company.
3. The above guarantee matters have been deliberated and approved at the 8th meeting of the 9th board of directors of the company and need to be deliberated and approved by the general meeting of shareholders of the company. The deliberation and voting procedures of the expected guarantee items comply with the relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange and the articles of association, and the guarantee items are guarantees for the subsidiaries within the scope of the company's consolidated statements, the risk is controllable, in line with the interests of the company, and there is no damage to the interests of the company or minority shareholders.
5、 Accumulated external guarantee quantity and overdue guarantee quantity
The amount of guarantee provided by the company to its holding subsidiaries approved by the general meeting of shareholders of the company is RMB 4560 million. As of the date of this announcement, the total amount of external guarantees of the company and its holding subsidiaries was 309258900 yuan, and the actual guarantee balance was 2109456200 yuan, accounting for 77.80% of the company's audited net assets in the latest period (at the end of 2020), of which the total amount of guarantees provided by the company to its holding subsidiaries was 209388900 yuan, and the actual guarantee balance was 1130756200 yuan, Accounting for 41.70% of the company's latest audited net assets (at the end of 2020).. There is no overdue guarantee.
6、 Directory of documents for future reference
1. Resolutions of the 8th meeting of the 9th board of directors of the company;
2. Resolutions of the 2020 annual general meeting of shareholders of the company;
3. A copy of the business license of the guaranteed subsidiary;
4. Counter guarantee letter of the guaranteed subsidiary;
5. Guarantee contract.
It is hereby announced.
Jiangsu Etern Company Limited(600105) board of directors January 12, 2022
