Securities code: Sichuan Dawn Precision Technology Co.Ltd(300780) securities abbreviation: Sichuan Dawn Precision Technology Co.Ltd(300780) Announcement No.: 2022029 Sichuan Dawn Precision Technology Co.Ltd(300780)
Announcement on applying for credit line and guarantee from banks
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 Dawn Precision Technology Co.Ltd(300780) (hereinafter referred to as “the company”) held the 23rd Meeting of the third board of directors of the company on April 22, 2022, deliberated and adopted the proposal on applying for credit line and guarantee from banks, with the specific contents as follows:
1、 Basic information of applying for comprehensive credit
In order to meet the needs of the production, operation and development of the company and its subsidiaries, the company and its subsidiaries expect to apply to banks and other financial institutions for a comprehensive credit line of no more than RMB 800 million in 2022. The types of credit include but are not limited to working capital loans, bank acceptances, letters of credit or bank guarantees. These credit lines can be recycled during the credit period. The final credit line will be subject to the actual approved credit line, and the specific financing amount will be determined according to the actual business needs of the company.
2、 Basic information of providing guarantee
In order to meet the business development needs of the company and its subsidiaries, ensure their operational capital needs, strengthen the daily management of the company’s external guarantee and enhance the planning and rationality of the company’s external guarantee behavior, the company provides a guarantee limit of no more than 500 million yuan for the comprehensive credit applied by the subsidiary to banks and other financial institutions in 2022. The guarantee methods include but are not limited to guarantee, mortgage Pledge and other financial guarantee methods. The specific guarantee period shall be subject to the guarantee contract signed at that time.
(I) the guarantee amount is estimated as follows:
The guarantor holds the latest proportion of the amount to be guaranteed by the guaranteed party up to now, the proportion of the guarantee amount in the shares of the company’s related party or not, the balance of phase I asset liability guarantee (10000 yuan) and the proportion of the latest net asset joint guarantee rate (10000 yuan)
De’en Sichuan Dawn Precision Technology Co.Ltd(300780) (screen 100% 55.91% 4044174500040.47% no Seiko mountain) Co., Ltd. De’en Sichuan de’enjin
Seiko Export Co., Ltd. 100% 49.59% 40005000 4.50% no company
Total — 8044175000044.97%-
(II) basic information of the guaranteed
1. Sichuan Dawn Precision Technology Co.Ltd(300780) (Pingshan) Co., Ltd. (hereinafter referred to as “De’en Pingshan”)
Company name: Sichuan Dawn Precision Technology Co.Ltd(300780) (Pingshan) Co., Ltd
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Date of establishment: April 27, 2017
Address: Wangchang Industrial Park, Pingshan County, Yibin City, Sichuan Province
Registered capital: 100 million yuan only
Legal representative: Lei Yongzhi
Business scope: production and sales: belt pulley, synchronous belt pulley, gear, sprocket, coupling, cone sleeve
Expansion sleeve, wheel hub, flange, industrial belt, reduction motor, reducer, bearing seat and other mechanical transmission parts
Products; Various casting products; Carry out after-sales service; Research and develop mechanical power transmission products; Development progress
Export business (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Main financial data: as of December 31, 2021, the total assets of De’en Pingshan were 6883812 million yuan, the net assets were 303474 million yuan and the liabilities were 3849072 million yuan; In 2021, the net profit was -101971 million yuan and the operating income was 422339 million yuan.
Relationship with the company: it is a wholly-owned subsidiary of the company, and the company holds 100% of its equity.
(II) Sichuan De’en import and Export Co., Ltd. (hereinafter referred to as “De’en import and export”)
Company name: Sichuan De’en import and Export Co., Ltd
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Date of establishment: April 13, 2005
Address: No. F, 27th floor, Times Square, No. 2, Zongfu Road, Jinjiang District, Chengdu
Registered capital: 5 million yuan
Legal representative: Lei Yongzhi
Business scope: import and export industry; Commodity wholesale and retail. (the above projects do not include pre licensing projects, and post licensing projects shall be operated with licenses or approval documents) (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
Main financial data: as of December 31, 2021, the total assets of De’en import and export were 799587 million yuan, the net assets were 403079 million yuan and the liabilities were 396508 million yuan; The annual net profit was 265455 million yuan, accounting for 26.535 million yuan.
Relationship with the company: it is a wholly-owned subsidiary of the company, and the company holds 100% of its equity.
3、 Main contents of credit and guarantee agreement
The company has not signed the relevant credit and guarantee agreements. When the actual financing and guarantee occur, the credit, guarantee amount, term and other contents shall be jointly negotiated and determined by the company and relevant institutions within the above credit and guarantee lines, subject to the officially signed credit and guarantee documents. The above credit and guarantee lines can be recycled, and the final total amount of actual credit and guarantee shall not exceed the approved line.
4、 Deliberations
(I) opinions of the board of directors
The board of Directors believes that the application for credit line and guarantee from the bank is to meet the needs of the production, operation and development of the company and its subsidiaries. Deen Pingshan and deen Import & export are wholly-owned subsidiaries of the company with good reputation. The board of directors of the company believes that the company has control over its daily operation and is stable. The financial risk of this guarantee is within the control of the company, and the guarantee provided by the company will not damage the interests of the listed company. The 23rd Meeting of the third board of directors of the company approved to provide a guarantee line of no more than 500 million yuan for the comprehensive credit applied by De’en Pingshan and De’en import and export to banks and other financial institutions in 2022.
(II) opinions of the board of supervisors
The board of supervisors believes that the application for credit line and guarantee from the bank is to meet the needs of the production, operation and development of the company and its subsidiaries, and there is no damage to the interests of the company and shareholders.
Deen Pingshan and deen Import & export are wholly-owned subsidiaries of the company with good reputation. The financial risk of this guarantee is within the company’s control. The company’s guarantee will not damage the interests of listed companies and shareholders of the company. The 17th meeting of the third board of supervisors of the company approved to provide a guarantee line of no more than 500 million yuan for the comprehensive credit applied by De’en Pingshan and De’en import and export to banks and other financial institutions in 2022.
(III) opinions of independent directors
After deliberation, the independent directors believe that the application for credit line and guarantee from the bank is to meet the needs of the production, operation and development of the company and its subsidiaries. The guarantee is the guarantee provided to the wholly-owned subsidiaries, which helps to meet the needs of business development funds of each subsidiary, promote the sustainable and steady development of each subsidiary, and the company has the ability to control its operation and management risks. There is no damage to the interests of the company and shareholders, especially the interests of small and medium-sized shareholders, which is in line with the provisions of the company law, Shenzhen Stock Exchange GEM Listing Rules, articles of association and other laws, regulations and normative documents. All independent directors unanimously agree to apply to the bank for credit line and guarantee.
5、 Accumulated external guarantees and overdue guarantees
The amount of guarantee the company is expected to provide to the wholly-owned subsidiary this time is 500 million yuan, accounting for 44.97% of the company’s latest audited net assets.
As of the date of this announcement, the accumulated external guarantee amount of the company and its holding subsidiaries was 680 million yuan (including this guarantee), accounting for 61.16% of the company’s latest audited net assets.
As of the date of this announcement, the guarantee balance provided by the company and its holding subsidiaries to units outside the consolidated statements was RMB 10000, accounting for 0% of the company’s latest audited net assets.
As of the date of this announcement, the company and its subsidiaries have no overdue external guarantee, no external guarantee involving litigation, and no loss due to the judgment of losing the guarantee.
On the premise that the general meeting of shareholders of the company approves the application for bank credit line and guarantee line, it is requested that the general meeting of shareholders authorize the general manager to deal with all matters related to the application for credit line and guarantee from the bank by the company and its subsidiaries, and sign all legal documents related to business transactions with financial institutions. All legal and economic responsibilities arising therefrom shall be borne by the company. The effective date of the annual general meeting of shareholders in 2021 is the date of approval of the resolution of the annual general meeting of shareholders in 2022. The application for bank credit line and guarantee shall also be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
It is hereby announced.
Sichuan Dawn Precision Technology Co.Ltd(300780) board of directors April 25, 2022
