Securities code: Fujian Torch Electron Technology Co.Ltd(603678) securities abbreviation: Fujian Torch Electron Technology Co.Ltd(603678) Announcement No.: 2022026 bond Code: 113582 bond abbreviation: torch convertible bond
Fujian Torch Electron Technology Co.Ltd(603678)
Progress announcement on the provision of guarantee (IV)
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Guaranteed persons: torch International Co., Ltd. (hereinafter referred to as “torch international”), Fujian Torch Electron Technology Co.Ltd(603678) (hereinafter referred to as ” Fujian Torch Electron Technology Co.Ltd(603678) , company”)
The guarantee amount and the guarantee balance actually provided for it:
(1) This time, the company provided joint and several liability guarantee with the maximum principal amount of creditor’s rights of 134 million yuan for torch international. In addition, the balance of guarantee actually provided by the company for torch international was 150 million yuan.
(2) Fujian Liya New Material Co., Ltd. (hereinafter referred to as “Liya new material”) provided joint and several liability guarantee for Fujian Torch Electron Technology Co.Ltd(603678) with the maximum principal amount of creditor’s rights of RMB 200 million. In addition, the guarantee balance actually provided by Liya new material for Fujian Torch Electron Technology Co.Ltd(603678) was RMB 450 million.
There is no counter guarantee in this guarantee
The company has no overdue external guarantee
1、 Overview of guarantee
(I) basic information of guarantee
(1) Since the guarantee of 154 million yuan provided by the company for torch international, a wholly-owned secondary subsidiary, has expired, the company signed the maximum guarantee contract with China Minsheng Banking Corp.Ltd(600016) on April 28, 2022 to provide joint and several liability guarantee with the maximum principal amount of creditor’s rights of 100 million yuan for torch international. At the same time, it signed a letter of guarantee with HSBC Bank (China) Co., Ltd. (hereinafter referred to as “HSBC”) to provide torch international with joint and several liability guarantee with a maximum debt principal of RMB 34 million.
(2) The comprehensive credit contract and guarantee contract signed between the company and China Minsheng Banking Corp.Ltd(600016) Quanzhou branch (hereinafter referred to as ” China Minsheng Banking Corp.Ltd(600016) “) have expired. Recently, the Company re signed the comprehensive credit contract with China Minsheng Banking Corp.Ltd(600016) and applied for a maximum comprehensive credit line of 200 million yuan. And signed the maximum mortgage contract to mortgage the industrial real estate located at No. 58, Taixin street, Xintang community, Changtai street, Licheng District, Quanzhou, the industrial real estate located at No. 112, Changxing Road, Torch Industrial Zone, Licheng District, Quanzhou, and the real estate on floors 1-7, building 23, district 7, No. 188, South Fourth Ring West Road, Fengtai District, Beijing, so as to provide guarantee for the comprehensive credit contract signed by the company and China Minsheng Banking Corp.Ltd(600016) . Meanwhile, Liya Xincai, a wholly-owned subsidiary of the company, signed the maximum guarantee contract with China Minsheng Banking Corp.Ltd(600016) to provide the company with joint and several liability guarantee with the maximum principal amount of creditor’s rights of RMB 200 million.
(II) internal decision-making procedures of the listed company for the performance of this guarantee
The 2021 annual general meeting of shareholders of the company deliberated and approved the proposal on the application for credit extension and guarantee by the company and its subsidiaries in 2022. The company plans to provide joint and several liability guarantee with a total amount of no more than RMB 2.51 billion for the loans within the comprehensive credit line of its subsidiaries in 2022, Provide joint and several liability guarantee with a total amount of no more than RMB 320 million for business transactions between wholly-owned subsidiaries and secondary wholly-owned subsidiaries and their suppliers. For details, please refer to the announcements “2022015” and “2022024” disclosed by the company on the website of Shanghai Stock Exchange.
The guarantee provided by the company for its subsidiaries this time is within the scope of the above authorization. The guarantee provided by Liya new material for the company has fulfilled its internal approval procedures, and the company does not need to hold a separate board of directors and shareholders’ meeting for deliberation.
2、 Basic information of the guaranteed
(I) torch International Co., Ltd
1. Address: rooms a and B, 19th floor, imperial Plaza, 55 Kam Yee Street, Kwun Tong, Kowloon, Hong Kong
2. Registered capital: HK $7.01 million
3. Director: Cai Jinjun
4. Date of establishment: September 17, 2001
5. Business scope: Sales of electronic components
6. Related relationship: Torch Group Holding Co., Ltd., a wholly-owned subsidiary of the company, holds 100% equity of torch international. 7. Financial indicators of the latest year and the first period
Unit: HK $10000
March 31, 2022 December 31, 2021
(Unaudited) (audited)
Total assets 45831996249118
Total liabilities 24239504260111
Including: total bank loans 16709073134741
Total current liabilities 24239504260111
Net assets 21592491989007
Project from January to March 2022 to December 31, 2021
(Unaudited) (audited)
Operating income 220619714273354
Net profit 169597445281
(Ⅱ) Fujian Torch Electron Technology Co.Ltd(603678)
1. Address: No. 4, Zihua Road, Jiangnan high tech electronic information Park, Licheng District, Quanzhou
2. Registered capital: RMB 4526659500
3. Legal representative: Cai Mingtong
4. Date of establishment: December 20, 2007
5. Research and sales of high-tech chemicals, special chemicals and components (excluding high-tech chemicals, chemical products, chemical products and special products); New material technology consulting services; Manufacturing consulting services; Foreign trade.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
6. Related relationship: Fujian Torch Electron Technology Co.Ltd(603678) holds 100% equity of liyaxincai
7. Financial indicators of a single company in the latest year and period
Unit: 10000 yuan
March 31, 2022 December 31, 2021
(Unaudited) (audited)
Total assets 4827297947034415
Total liabilities 94172599690451
Including: total bank loans 28993092937382
Total current liabilities 51459215450125
Net assets 3885572037343964
Project from January to March 2022 to December 31, 2021
(Unaudited) (audited)
Operating income 294664613610792
Net profit 15675936888161
3、 Main contents of the guarantee agreement
(I) Fujian Torch Electron Technology Co.Ltd(603678) provide guarantee for the credit line applied by torch international and China Minsheng Banking Corp.Ltd(600016) China Minsheng Banking Corp.Ltd(600016)
Guarantor: Fujian Torch Electron Technology Co.Ltd(603678)
Creditor: China Minsheng Banking Corp.Ltd(600016) Quanzhou branch
1. Guarantee limit: the sum of the maximum principal amount of creditor’s rights of RMB 100 million and the interest of the main creditor’s rights and other payables
2. Guarantee mode: joint and several liability guarantee
3. Scope of guarantee: principal of the principal creditor’s right and its interest, default interest, compound interest, liquidated damages, damages, and expenses for realizing the creditor’s right and guarantee right (including but not limited to legal fees, execution fees, preservation fees, preservation guarantee fees, arbitration fees, notarization fees, identification fees, service fees, announcement fees, lawyer fees, travel expenses, double interest during the delay in the performance of effective legal documents and all other reasonable expenses payable)
4. Guarantee liability period: three years from the expiration date of the debt performance period under the main contract
(II) Fujian Torch Electron Technology Co.Ltd(603678) provide guarantee for the credit line applied by torch international and HSBC
Guarantor: Fujian Torch Electron Technology Co.Ltd(603678)
Creditor: HSBC Bank (China) Co., Ltd
1. Guarantee amount: the maximum debt amount is RMB 34 million
2. Guarantee mode: joint and several liability guarantee
3. Scope of guarantee: principal of main debt and default interest arising from relevant guaranteed debt, and all expenses incurred for the execution of guarantee (including lawyer’s fees)
4. Guarantee liability period: three years from the date of termination of the period for determining the creditor’s rights
(III) Liya new material provides guarantee for Fujian Torch Electron Technology Co.Ltd(603678) company
Guarantor: Fujian Liya New Material Co., Ltd
Quanzhou branch: creditor
1. Guarantee limit: the sum of the maximum principal amount of creditor’s rights of RMB 200 million and the interest of the main creditor’s rights and other payables
2. Guarantee mode: joint and several liability guarantee
3. Scope of guarantee: principal of the principal creditor’s right and its interest, default interest, compound interest, liquidated damages, damages, and expenses for realizing the creditor’s right and guarantee right (including but not limited to legal fees, execution fees, preservation fees, preservation guarantee fees, arbitration fees, notarization fees, identification fees, service fees, announcement fees, lawyer fees, travel expenses, double interest during the delay in the performance of effective legal documents and all other reasonable expenses payable)
4. Guarantee liability period: three years from the expiration date of the debt performance period under the main contract
4、 Accumulated external guarantees of the company
As of the date of this announcement, the total amount of external guarantees provided by the company and its holding subsidiaries is 1.58 billion yuan, which are all guarantees provided by the company for its holding subsidiaries, accounting for 33.78% of the audited net assets of the company as of December 31, 2021; The total amount of guarantees provided by subsidiaries to listed companies was 985 million yuan, accounting for 21.06% of the net assets of the audited company as of December 31, 2021. There was no overdue guarantee. In addition, the company and its holding subsidiaries have no other external guarantees.
It is hereby announced.
Fujian Torch Electron Technology Co.Ltd(603678) board of directors may 5, 2002
