Securities code: Suzhou Chunxing Precision Mechanical Co.Ltd(002547) securities abbreviation: Suzhou Chunxing Precision Mechanical Co.Ltd(002547) Announcement No.: 2022026 Suzhou Chunxing Precision Mechanical Co.Ltd(002547)
Announcement on the guarantee provided by the company and its subsidiaries for participating subsidiaries
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.
Suzhou Chunxing Precision Mechanical Co.Ltd(002547) (hereinafter referred to as "the company") held the 9th meeting of the 5th board of directors on April 24, 2022, deliberated and adopted the proposal on the guarantee provided by the company and its subsidiaries for joint-stock subsidiaries. The specific guarantees are as follows:
1、 Overview of guarantee
Zhongxinchunxing new energy power (Suzhou) Co., Ltd. (hereinafter referred to as "zhongxinchunxing new energy"), a joint-stock subsidiary of the company, plans to handle the financing lease of distributed photovoltaic power station equipment from Suzhou Financial Leasing Co., Ltd. (hereinafter referred to as "Suzhou financial leasing") in the form of direct lease, with the financing amount not exceeding RMB 14.31 million and the lease term not exceeding 7 years.
The company directly holds 18% of the shares of zhongxinchunxing new energy, Suzhou Yangfeng Technology Co., Ltd. (hereinafter referred to as "Yangfeng technology"), a holding subsidiary of the company, holds 32% of the shares of zhongxinchunxing new energy, and Zhongxin Suzhou Industrial Park Municipal Public Development Group Co., Ltd. holds 50% of the shares of zhongxinchunxing new energy. In this financial leasing business of zhongxinchunxing new energy, each shareholder shall provide joint and several liability guarantee according to the shareholding ratio, among which the company shall provide guarantee of no more than RMB 2575800 according to the shareholding ratio of zhongxinchunxing new energy; Suzhou Yangfeng Technology Co., Ltd., the holding subsidiary of the company, provides a guarantee of no more than RMB 4.5792 million according to the proportion of equity of zhongxinchunxing new energy held by it. The guarantee period is from the date of signing the guarantee contract to three years after the expiration of the debtor's debt performance period under the main contract. If the creditor agrees to the extension of the main debt, the guarantee period shall be three years after the expiration of the performance period of the extended and re agreed main debt.
The above guarantee matters have been deliberated and adopted at the 9th meeting of the 5th board of directors of the company on April 24, 2022. According to the relevant provisions of the articles of association and the Listing Rules of Shenzhen Stock Exchange, the above guarantee matters need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the guaranteed
(I) basic information
Company name: zhongxinchunxing new energy power (Suzhou) Co., Ltd
Date of establishment: May 27, 2015
Legal representative: ruining
Registered capital: 100 million yuan
Address: room 12071209, Zhongxin building, No. 15, Yueliangwan Road, Suzhou Industrial Park
Business scope: power generation, transmission and power supply business Cecep Solar Energy Co.Ltd(000591) power generation technology service Cecep Solar Energy Co.Ltd(000591) thermal power generation product sales Cecep Solar Energy Co.Ltd(000591) thermal power generation equipment sales Cecep Solar Energy Co.Ltd(000591) heat utilization equipment sales; Sales of intelligent power transmission and distribution and control equipment; Leasing of construction machinery and equipment; Heat production and supply; Research and development of key technologies of waste heat power generation; Research and development of emerging energy technologies; Research and development of efficient and energy-saving technology in power industry; Energy conservation management services; Engineering management services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Engineering and technical research and test development; Internet of things services; Internet data services; Artificial intelligence innovation and entrepreneurship service platform; Basic resources and technology platform of artificial intelligence; Enterprise headquarters management.
According to the inquiry of China executive information disclosure network, zhongxinchunxing new energy power (Suzhou) Co., Ltd. is not a dishonest executee.
(II) property right and control relationship
Zhongxinchunxing new energy is a joint-stock subsidiary of the company, and the shareholding ratio of each shareholder is shown in the table below:
Serial number shareholder name shareholding ratio
1 Suzhou Chunxing Precision Mechanical Co.Ltd(002547) 18%
2 Suzhou Yangfeng Technology Co., Ltd. note 1 32%
3 Zhongxin Suzhou Industrial Park Municipal Public Development Group Co., Ltd. 50%
Total 100%
Note 1: the company holds 51% equity of Yangfeng technology, which is a holding subsidiary of the company. Yangfeng technology holds 32% equity of zhongxinchunxing new energy, and the company indirectly holds 16.32% equity of zhongxinchunxing new energy through Yangfeng technology.
(III) main financial data of the latest year
Unit: RMB
December 31, 2021 December 31, 2020
(audited) (audited)
Total assets 2384072513217125707884
Total liabilities 124131349396854897355
Net assets 1142759019810270810529
Project December 31, 2021 January December 2020
(audited) (audited)
Operating income 28210048882934462351
Operating profit 1078357686498795405
Net profit 11 Shenzhen Bsc Technology Co.Ltd(300951) 67492896648
3、 Main contents of financial lease transaction agreement
The main contents of this transaction contract are as follows, which shall be subject to the contract signed:
1. Lessee: zhongxinchunxing new energy power (Suzhou) Co., Ltd
2. Lessor: Suzhou Financial Leasing Co., Ltd
3. Lease item: distributed photovoltaic power station equipment
4. Financing amount: no more than RMB 14.31 million
5. Lease term: no more than 7 years
6. Financing lease: the financing lease under this contract is direct lease, which refers to the transaction activity in which the lessor leases the lease item obtained from the supplier to the lessee for possession and use according to the contract according to the lessee's selection or approval of the lease item and supplier, and collects the rent from the lessee.
7. Rent and payment method: the lease principal is RMB 14.31 million, and the rent is paid quarterly.
8. Ownership of the leased property: during the lease term, the ownership of the leased property belongs to Suzhou financial leasing; After zhongxinchunxing new energy has paid off all rents and other payables, zhongxinchunxing new energy has the right to retain the lease at the nominal price agreed in the agreement.
9. Guarantee measures provided by the shareholders of Xinxing energy according to the same shareholding ratio of Xinxing energy; Zhongxinchunxing new energy provides pledge guarantee for Suzhou financial leasing with its 100% equity of Suzhou Chunxing photovoltaic engineering Co., Ltd. and all charging rights of 4.7mw distributed photovoltaic power generation project held by Suzhou Chunxing photovoltaic engineering Co., Ltd. Zhongxinchunxing new energy will provide counter guarantee for the company and Yangfeng technology with its own assets.
4、 Main contents of the security agreement to be signed
Guarantee method: joint and several liability guarantee.
Guarantee period: from the date of signing the guarantee contract to three years after the expiration of the debtor's debt performance period under the main contract. If the creditor agrees to the extension of the main debt, the guarantee period shall be three years after the expiration of the performance period of the extended and re agreed main debt.
Guarantee amount: the guarantee provided by the company for zhongxinchunxing new energy shall not exceed RMB 2575800; Suzhou Yangfeng Technology Co., Ltd. provides a guarantee for zhongxinchunxing new energy of no more than RMB 4.5792 million.
The details shall be subject to the relevant guarantee contract signed.
5、 Opinions of the board of directors
Upon examination, the board of Directors considers that:
The company and its holding subsidiary Suzhou Yangfeng Technology Co., Ltd. provide guarantee for zhongxinchunxing new energy in order to support the development of subsidiaries and meet their normal production and operation capital needs, and zhongxinchunxing new energy will also provide counter guarantee for the company and Yangfeng technology accordingly, which is in line with the overall interests of the company.
In this guarantee, all shareholders of xinchunxing new energy provide corresponding guarantees according to the shareholding ratio, and the guarantee behavior is fair and equal.
6、 Opinions of independent directors
The company and its holding subsidiary Suzhou Yangfeng Technology Co., Ltd. provide guarantee for zhongxinchunxing new energy in order to support the development of subsidiaries and meet their normal production and operation capital needs, and zhongxinchunxing new energy will also provide counter guarantee for the company and Yangfeng technology accordingly, which is in line with the overall interests of the company.
In this guarantee, all shareholders of xinchunxing new energy provide corresponding guarantees according to the shareholding ratio, and the guarantee behavior is fair and equal.
The guarantee provided by the company and its subsidiaries to its subsidiaries this time complies with relevant regulations, and the decision-making procedure is legal and compliant.
We agree to the implementation of the matter and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation. 7、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, together with this guarantee, the cumulative amount of effective external guarantee amount approved by the company and its holding subsidiaries is 5664494900 yuan, accounting for 901.20% of the company's latest audited net assets and 91.30% of the total assets.
The actual external guarantee balance of the company and its holding subsidiaries was 2479236500 yuan, accounting for 394.44% of the company's latest audited net assets and 39.96% of the total assets. Among them, the guarantee balance of the company to its holding / wholly-owned subsidiaries was 943133100 yuan, the guarantee balance of subsidiaries to its subsidiaries (grandchildren) was 196209900 yuan, and the off balance sheet guarantee balance of the company and its holding subsidiaries was 1339893500 yuan.
The company and its holding subsidiaries have no overdue external guarantee, no guarantee involving litigation, and have not borne losses due to the judgment of losing the guarantee.
8、 Documents for future reference
1. Resolutions of the 9th meeting of the 5th board of directors;
2. Independent opinions of independent directors on matters related to the ninth meeting of the Fifth Board of directors.
It is hereby announced.
Suzhou Chunxing Precision Mechanical Co.Ltd(002547) board of directors
April 26, 2002
