Securities code: Shenzhen Changfang Group Co.Ltd(300301) securities abbreviation: Shenzhen Changfang Group Co.Ltd(300301) Announcement No.: 2022028 Shenzhen Changfang Group Co.Ltd(300301)
Announcement on the company and its subsidiaries applying to the bank for credit line, expected guarantee line and carrying out bill pool / asset pool business 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.
Shenzhen Changfang Group Co.Ltd(300301) (hereinafter referred to as "the company" or " Shenzhen Changfang Group Co.Ltd(300301) ") held the 20th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors on April 29, 2022. The proposal on the company and its subsidiaries' application for credit line from banks, the expected amount of guarantee and the development of bill pool / asset pool business in 2022 was deliberated and adopted, which needs to be submitted to the general meeting of shareholders for deliberation. The details are hereby announced as follows:
1、 Overview of applying for bank credit line
Due to the needs of production and operation, the company and its subsidiaries (subsidiaries included in the company's consolidated statements) plan to increase the credit line to the bank in 2022 by no more than RMB 650 million. The specific approval limit shall be subject to the final approval limit of the bank. After the approval of the bank credit line, the company will apply to the bank for loans according to the actual needs. The board of directors of the company plans to request the general meeting of shareholders to authorize the chairman of the company or other persons legally authorized to handle all matters related to the application for credit from the bank by the company and its subsidiaries (subsidiaries included in the consolidated statements of the company) (including but not limited to credit, loan, mortgage, financing, etc.). The validity period of this authorization resolution is one year, calculated from the date of adoption of the 2021 annual general meeting of shareholders. During the business period, the amount can be used on a rolling basis.
2、 Guarantee provided for subsidiaries
(I) overview of guarantee
In 2022, the company plans to provide guarantee for the newly added subsidiaries Jiangxi rectangular semiconductor technology Co., Ltd. (hereinafter referred to as "Jiangxi rectangular"), Shenzhen Changfang Group Co.Ltd(300301) kangmingsheng (Shenzhen) Technology Co., Ltd. (hereinafter referred to as "kangmingsheng") and Jiangxi kangmingsheng Photoelectric Technology Co., Ltd. (hereinafter referred to as "Jiangxi kangmingsheng") to apply for credit line from the bank, with a total amount of no more than 500 million yuan.
Guarantee methods include but are not limited to guarantee, mortgage, pledge, etc. Within the above limit, the actual guarantee amount, term and method shall be subject to the contract signed with the bank. In order to facilitate the implementation of the above guarantee matters, the board of directors of the company plans to request the general meeting of shareholders to authorize the chairman or other legally authorized personnel to handle all matters related to providing guarantee for subsidiaries within the above limit, including adjusting the guarantee limit for subsidiaries according to the actual needs of subsidiaries and in line with relevant regulations. The validity period of this authorization resolution is one year, calculated from the date of adoption of the 2021 annual general meeting of shareholders. During the business period, the amount can be used on a rolling basis.
(II) details of the expected guarantee amount
Guaranteed amount
As of this new
Whether the guarantor's recent share of the listed company has increased the guarantee before the guarantee
The shareholding ratio of the guarantor and the secured party to the latest related balance of phase I asset management company
Net asset guarantee in the case property liability period (10000 yuan) (10000 yuan)
Rate ratio
Jiangxi rectangular 100% 02 Shenzhen Tellus Holding Co.Ltd(000025) .41% no
Shenzhen Changfang Group Co.Ltd(300301) kangmingsheng 99.96% 28.16% 01500019.06% no
Jiangxi kangmingsheng 99.96% 55% 1 Yihua Healthcare Co.Ltd(000150) 0019.06% no
The guarantee amount listed in the above table is the maximum amount estimated by the company according to the situation of each subsidiary. In the later stage, the company may adjust the guarantee amount between the relevant subsidiaries within the scope of the newly increased guarantee amount of no more than RMB 500 million in 2022 according to the actual operation or project construction of the relevant companies and in accordance with the relevant regulations.
(III) basic information of the guaranteed
1. Jiangxi long Semiconductor Technology Co., Ltd
Registered address: Building 1, Linrui youth apartment, No. 955, rulehu street, Linkong Economic Zone, Nanchang, Jiangxi Province
Room 110, 1st floor
Company type: limited liability company
Registered capital: RMB 3122244900
Legal representative: Wang Min
Business scope: technology development, consultation, exchange, transfer and promotion services; Manufacturing and sales of special equipment for semiconductor devices, electric light sources, lighting lamps, Cecep Solar Energy Co.Ltd(000591) equipment and components; Sales of electronic products. (required by law)
Approved projects can only be carried out after being approved by relevant departments)
Relationship with the company: it is a wholly-owned subsidiary of the company.
Main financial data: as of December 31, 2021, the total assets of Jiangxi rectangle is 0 yuan, the total liabilities is 800 yuan, the asset liability ratio is 100%, the operating revenue is 0 yuan and the net profit is 0 yuan.
As of March 31, 2022, the total assets and liabilities of Jiangxi rectangular are 0 yuan, 800 yuan, the asset liability ratio is 100%, the operating revenue is 0 yuan and the net profit is 0 yuan.
2. Shenzhen Changfang Group Co.Ltd(300301) kangmingsheng (Shenzhen) Technology Co., Ltd
Registered address: Room 101, building 12, No. 221, Renmin Road, Fumin community, Fucheng street, Longhua District, Shenzhen
Company type: limited liability company
Registered capital: 107376 million yuan
Legal representative: Li dichu
Business scope: R & D, design, production and sales of new energy, new materials, plastic products, hardware products, electrical appliances, electronic products, indoor and outdoor lighting products, intelligent power storage products, molds, Chinese trade, import and export of goods and technology, and establishment of industries.
Relationship with the company: the company holds 99.96% of its equity and is a holding subsidiary of the company.
Main financial data: as of December 31, 2021, kangmingsheng had total assets of 987302500 yuan, total liabilities of 929292 million yuan, asset liability ratio of 9.41%, operating revenue of 734099800 yuan and net profit of -459618 million yuan.
As of March 31, 2022, kangmingsheng had total assets of 1031523 million yuan, total liabilities of 1482613 million yuan, asset liability ratio of 14.37%, operating revenue of 1079235 million yuan and net profit of -110783 million yuan.
3. Jiangxi kangmingsheng Photoelectric Technology Co., Ltd
Registered address: Longgong Avenue, new century industrial city, Gao'an City, Jiangxi Province
Company type: limited liability company
Registered capital: RMB 60 million
Legal representative: Li dichu
Business scope: R & D, design, production and sales of new energy, new materials, plastic products, hardware products, electrical appliances, electronic products, indoor and outdoor lighting products, intelligent power storage products and molds, China's trade, import and export of goods and technology, and establishment of industries. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Relationship with the company: Jiangxi kangmingsheng is a wholly-owned subsidiary of the holding subsidiary kangmingsheng.
Main financial data: as of December 31, 2021, Jiangxi kangmingsheng had total assets of 4377206 million yuan, total liabilities of 2415998 million yuan, asset liability ratio of 55.19%, operating revenue of 6155841 million yuan and net profit of 228274 million yuan.
As of March 31, 2022, Jiangxi kangmingsheng had total assets of 4462045 million yuan, total liabilities of 2543104 million yuan, asset liability ratio of 56.99%, operating revenue of 1079235 million yuan and net profit of -4.3668 million yuan.
(III) main contents of the guarantee agreement
The above-mentioned guarantee matters are to be guaranteed, and the agreement has not been signed. After being deliberated and approved by the general meeting of shareholders of the company, it will be signed when the guaranteed party carries out bank financing according to the actual capital needs. The company will examine and approve external guarantees in strict accordance with relevant laws, regulations and system documents to control the company's financial risks.
3、 Bill pool / asset pool business
Due to the needs of the company's business development, the company and its subsidiaries (subsidiaries included in the company's consolidated statements) plan to carry out bill pool / asset pool business with commercial banks. The details are as follows:
(I) overview of basic information
1. Business Overview: Bill pool / asset pool business refers to the bill / financial asset management, pool entry, pool exit, pledge financing and other businesses and services carried out by agreement banks to enterprises or enterprise groups based on the bill pool / asset pool platform. The agreement bank is a comprehensive financial service platform integrating asset management and financing services to meet the needs of enterprises or enterprise group customers for unified management and overall use of commercial bills / financial assets held by enterprises or enterprise group customers. The assets in the bill / asset pool include but are not limited to the certificates of deposit, acceptance bills, letters of credit, financial products, accounts receivable and other financial assets legally held by the enterprise and recognized by the agreement bank.
2. Cooperative Bank: the company plans to select an appropriate commercial bank as the Cooperative Bank of bill pool / asset pool business according to the actual situation and specific cooperation conditions, and authorize the company's operation and management to determine it according to the cooperative relationship between the company and commercial banks, the bill pool / asset pool business service ability of commercial banks and other comprehensive factors.
3. Business term: the validity period of the above bill pool / asset pool business is one year, calculated from the date of adoption by the 2021 annual general meeting of shareholders.
4. Implementation quota: the company and its holding subsidiaries intend to apply to the bank for bill pool / asset pool business with a total quota of no more than 1 million yuan, that is, the cumulative spot balance of pledged and mortgaged bills / financial assets used by the company and its holding subsidiaries to carry out bill pool / asset pool business with all cooperative banks shall not exceed 1 million yuan. This quota can be used on a rolling basis during the business term.
5. Guarantee method: on the premise of controllable risk, the company can guarantee the establishment and use of bill pool / asset pool by maximum amount pledge, general pledge, certificate of deposit pledge, bill pledge, guarantee deposit pledge and other reasonable methods as needed. The company and its holding subsidiaries are joint debtors in bill pool / asset pool business and bear guarantee liabilities to each other. Among them, the financing guarantee provided by the parent company for its subsidiaries is included in the company's external guarantee limit for management. The board of directors of the company plans to request the general meeting of shareholders to authorize the chairman of the board of directors or other persons legally authorized to handle the above businesses on behalf of the company, but shall not exceed the business quota of bill pool / asset pool.
(II) purpose of carrying out bill pool / asset pool business
The company and its subsidiaries (subsidiaries included in the scope of the company's consolidated statements) use bills to settle customers in the process of collecting sales payment, and collect a large number of commercial acceptance bills, bank acceptance bills, letters of credit and other valuable bills. At the same time, cooperation with suppliers is often settled by issuing commercial acceptance bills, bank acceptance bills, letters of credit and other valuable bills. Therefore, the company and its subsidiaries (subsidiaries included in the scope of the company's consolidated statements) carry out bill pool / asset pool business, which is conducive to:
1. After receiving bills, bills receivable can be deposited into the agreement bank through the bill pool business for centralized management. The bank handles custody, delegated collection and other businesses on behalf of the bank, which can reduce the cost of managing all kinds of valuable bills;
2. We can use the outstanding stock of valuable ticket assets in the bill pool as pledge, and issue bank acceptance bills, letters of credit and other valuable tickets that do not exceed the pledge amount for the payment of suppliers' loans and other operating funds, which is conducive to reducing the occupation of monetary funds, improving the use efficiency of working assets and maximizing shareholders' rights and interests;
3. Carrying out bill pool business can manage bills receivable and bills payable to be issued as a whole, reduce capital occupation, optimize financial structure and improve capital utilization.
(III) risk and risk control of bill pool / asset pool business
1. Liquidity risk: to carry out the bill pool business, it is necessary to open a special margin account for the pledge financing business of the bill pool in the cooperative bank as the entry account for the due collection of the pledged bills under the bill pool. If the due dates of notes receivable and notes payable are inconsistent, the collected funds will enter the margin account of the company applying to the cooperative bank for issuing commercial bills, which will have a certain impact on the liquidity of funds. Risk control measures: the company and its holding subsidiaries can eliminate this impact by replacing the margin with newly received notes, and the capital liquidity risk is controllable.
2. Business model risk: the company and its subsidiaries (subsidiaries included in the company's consolidated statements) pledge the bills entering the bill pool, apply to the cooperative bank for issuing commercial bills to pay the supplier's payment for goods and other business expenses, and handle the collection and settlement with the maturity of the pledged bills. If the bills cannot be collected normally at maturity, the amount of the pledged bills is insufficient, resulting in the cooperative bank requiring the company to provide additional guarantee.
Risk control measures: after the company and its subsidiaries (subsidiaries included in the scope of the company's consolidated statements) carry out bill pool / asset pool business with the cooperative bank, they will arrange special personnel to connect with the cooperative bank, establish bill pool account, track and manage, timely understand the collection and settlement of expired bills and arrange new bills into the pool, so as to ensure the safety and flow of bills into the pool
