Securities code: 002841 securities abbreviation: Guangzhou Shiyuan Electronic Technology Company Limited(002841) Announcement No.: 2022-006 Guangzhou Shiyuan Electronic Technology Company Limited(002841)
Announcement on foreign guarantee provided by wholly-owned subsidiaries
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without any false records, misleading statements or major omissions.
1、 Overview of guarantee
Guangzhou Shiyuan Electronic Technology Company Limited(002841) (hereinafter referred to as “the company”) signed the investment agreement with the Management Committee of Chongqing Liangjiang New Area on September 13, 2018. The company plans to invest 350 million yuan to establish the southwest R & D center and settlement center in Chongqing Liangjiang New Area, build the “vision technology R & D center and settlement center project” (hereinafter referred to as “the project”), and carry out interactive intelligent machine R & D and sales of multimedia equipment related businesses such as multimedia normalized recording and broadcasting system. For details of the above, please refer to the company’s report on securities times, China Securities Journal, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) on September 15, 2018 Announcement on signing investment agreement (Announcement No.: 2018-069).
According to the relevant requirements of the notice on implementing bank guarantee to pay migrant workers\’ wage deposit in the construction field (YJ [2018] No. 567) jointly issued by Chongqing Municipal Commission of housing and urban rural development and Chongqing Municipal Bureau of human resources and social security, Chongqing Shiyuan Technology Co., Ltd. (hereinafter referred to as “Chongqing Shiyuan”), a wholly-owned subsidiary of the company, and Shaanxi Construction Engineering Group Corporation Limited(600248) 11th Construction Group Co., Ltd. (hereinafter referred to as “Contractor” and “guaranteed”) as the construction unit and contractor of the project respectively, both intend to adopt the form of bank guarantee as the wage guarantee for migrant workers in the project. According to the relevant provisions on the use of bank guarantee in (YJ [2018] No. 567) document, when the bank guarantee is required to be used in case of arrears of migrant workers\’ wages in the project, the wage deposit supervision department issues the “notice on the use of bank guarantee funds”, The bank issuing the letter of guarantee shall transfer funds to the special account for migrant workers\’ wages of the project or the account designated by the beneficiary within 3 working days after receiving the notice to pay the arrears of migrant workers\’ wages. Therefore, Chongqing Shiyuan applies to the bank for issuing a bank guarantee for migrant workers\’ wage deposit, which constitutes the guarantee of the construction unit Chongqing Shiyuan for the Contractor’s migrant workers\’ wage payment obligation, and the guarantee amount does not exceed 3.1878 million yuan (refers to RMB, the same below).
On January 14, 2022, the company held the 11th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors, deliberated and approved the proposal on foreign guarantee provided by wholly-owned subsidiaries, and agreed that Chongqing Shiyuan, a wholly-owned subsidiary of the company, would provide guarantee for the migrant workers’ capital payment obligations of the project contractor, with the guarantee amount not exceeding RMB 3.1878 million, The management is authorized to handle the procedures related to the guarantee of migrant workers’ wage deposit. This matter has been deliberated and agreed by more than two-thirds of the directors attending the board meeting, and agreed to submit the external guarantee to the general meeting of shareholders of the company for deliberation. The independent directors of the company expressed their independent opinions.
According to the latest unaudited financial data provided by the guaranteed and contractor Shaanxi Construction Engineering Group Corporation Limited(600248) No. 11 Construction Group Co., Ltd., the asset liability ratio of the guaranteed exceeds 70%. According to the stock listing rules of Shenzhen Stock Exchange and the articles of association of Guangzhou Shiyuan Electronic Technology Company Limited(002841) company, this guarantee still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Basic information of the guaranteed
1. Company name: Shaanxi Construction Engineering Group Corporation Limited(600248) 11th Construction Group Co., Ltd
2. Date of establishment: April 15, 1985
3. Registered address: Room 101, management committee of equipment manufacturing industrial park, Wenxing West Road, Qindu District, Xianyang City, Shaanxi Province 4. Registered capital: 648 million yuan
5. Legal representative: Feng Hongbin
6. Main business: general contracting of housing construction, municipal public utilities and petrochemical engineering construction; Professional contracting of steel structure, electromechanical equipment, fire-fighting facilities, hoisting equipment installation, foundation and foundation, ancient garden buildings, building decoration and other projects.
7. Property right control relationship: the actual controller of the guaranteed is the state owned assets supervision and Administration Commission of Shaanxi Provincial People’s government. The specific equity structure is as follows:
The guaranteed is not a non dishonest executee, does not directly or indirectly hold the shares of the company, and has no affiliated relationship and interest arrangement with the company or the actual controller of the company, shareholders holding more than 5%, directors, supervisors and senior managers of the company.
8. Main financial data: as of December 31, 2020, the total audited assets of the guaranteed were 8669924700 yuan, the total liabilities were 7966320600 yuan, and the net assets were 703604100 yuan; In 2020, the guaranteed realized an audited operating income of 5976.8442 million yuan, a total profit of 153.1016 million yuan and a net profit of 134.519 million yuan.
As of September 30, 2021, the total unaudited assets of the guaranteed were 10368.1152 million yuan, the total liabilities were 9423.2999 million yuan, and the net assets were 944.8153 million yuan; From January to September 2021, the guaranteed realized an unaudited operating income of 5439.7645 million yuan, a total profit of 279.6457 million yuan and a net profit of 242.134 million yuan.
3、 Main contents of letter of guarantee and external guarantee elements
1. Guarantor: Chongqing Shiyuan Technology Co., Ltd
2. Guaranteed: Shaanxi Construction Engineering Group Corporation Limited(600248) 11th Construction Group Co., Ltd
3. Guarantee content: according to the document requirements issued by Chongqing Municipal Commission of housing and urban rural development and Chongqing Municipal Bureau of human resources and social security, Chongqing Shiyuan is the smooth construction of “Shiyuan science and technology R & D center and settlement center project”, and applies to the bank for issuing a bank guarantee for migrant workers\’ wage deposit, It constitutes the guarantee of the construction unit Chongqing Shiyuan to the contractor and the guaranteed Shaanxi Construction Engineering Group Corporation Limited(600248) 11th Construction Group Co., Ltd. for the payment obligation of migrant workers\’ wages.
4. Guarantee limit: no more than 3.1878 million yuan
5. Guarantee period: from the date of issuance of the letter of guarantee to September 1, 2023
6. Main terms: during the validity period of the guarantee, if Chongqing visual source or the contractor defaults on the wages of migrant workers, China Minsheng Banking Corp.Ltd(600016) Chongqing branch shall, within 3 working days after receiving the paper original of the notice on the use of funds for bank guarantee of migrant workers’ wage deposit issued by the local wage deposit Supervision Department of the project and stamped with the official seal and the original of the guarantee, It shall be paid in the manner required by the local wage deposit Supervision Department of the project, and the cumulative amount used shall be limited to the maximum amount guaranteed.
4、 Risk prevention and control measures for external guarantee
In the construction contract of Shiyuan technology R & D center project signed by Chongqing Shiyuan and the guaranteed, the following provisions are made on the default risk of migrant workers’ salary payment:
If the contractor (the guaranteed) defaults on the wages of migrant workers and the complaint of migrant workers is true, the contractor must pay the arrears within 3 days. If the complaint continues to be delayed for more than 2 times, Chongqing visual source has the right to require the contractor to pay liquidated damages of 200000 yuan / time.
If it still fails to rectify and issue the arrears, causing migrant workers to take drastic actions such as stopping work, gathering and blocking the construction site, the employer’s office and even government departments, and causing any impact on Chongqing visual source, Chongqing visual source has the right to directly deduct 2% of the total contract price as liquidated damages.
5、 Opinions of the board of directors
Chongqing Shiyuan, a wholly-owned subsidiary, handled the guarantee of migrant workers\’ wage deposit for the “Shiyuan technology R & D center and settlement center project”, It is the normal implementation of the relevant requirements of the notice on promoting the payment of migrant workers\’ wage security by bank guarantee in the construction field (YJ [2018] No. 567) jointly issued by Chongqing Housing and Urban Rural Development Commission and Chongqing human resources and Social Security Bureau. The successful handling of the deposit guarantee is conducive to the normal construction of “Shiyuan technology R & D center and settlement center project” and to promote the business development of the company.
The guaranteed did not provide counter guarantee to the company. This time, Chongqing Shiyuan handled the guarantee of migrant workers’ wage deposit in strict compliance with the policy requirements, and the default risk of migrant workers’ wage payment has been restrained in the project construction contract signed with the guaranteed, and the risk is controllable.
Therefore, the board of directors agreed that Chongqing Shiyuan, a wholly-owned subsidiary of the company, would provide guarantee for the migrant workers’ wage payment obligations of the project contractor, with the guarantee amount not exceeding 3.1878 million yuan, authorized the management to go through the formalities related to the migrant workers’ wage deposit guarantee, and agreed to submit the external guarantee to the general meeting of shareholders of the company for deliberation.
6、 Opinions of the board of supervisors
Chongqing Shiyuan, a wholly-owned subsidiary, handled the guarantee of migrant workers\’ wage deposit for the “Shiyuan technology R & D center and settlement center project” to provide guarantee for the migrant workers\’ wage payment obligations of the project contractor, which met the policy requirements, the actual needs of the company’s project construction, and the relevant decision-making procedures met the provisions of relevant laws and regulations and the company’s internal system, There are no circumstances damaging the interests of the company and shareholders. Therefore, the board of supervisors agreed that Chongqing Shiyuan, a wholly-owned subsidiary of the company, would provide guarantee for the migrant workers\’ wage payment obligations of the project contractor.
7、 Opinions of independent directors
Chongqing Shiyuan, a wholly-owned subsidiary of the company, provides guarantee for the migrant workers’ wage payment obligation of the project contractor, handles the migrant workers’ wage deposit guarantee, and the guarantee risk is controllable, which is conducive to the normal development of the construction project and meets the actual needs of the company’s project construction and operation development. The guarantee contents and decision-making procedures comply with the requirements of relevant provisions such as the Listing Rules of Shenzhen Stock Exchange, the articles of association of Guangzhou Shiyuan Electronic Technology Company Limited(002841) and the management system of Guangzhou Shiyuan Electronic Technology Company Limited(002841) external guarantee, and are in line with the overall interests of the company, without damaging the interests of the company and shareholders. Therefore, we unanimously agree that Chongqing Shiyuan, a wholly-owned subsidiary of the company, provides guarantee for the migrant workers’ wage payment obligation of the project contractor and issues migrant workers’ wage deposit guarantee, with the guarantee amount not exceeding 3.1878 million yuan.
8、 Accumulated external guarantees and overdue guarantees
Up to now, except for this external guarantee, the company and its subsidiaries within the scope of consolidated statements have no other external guarantee, and the amount of this external guarantee accounts for 0.0443% of the company’s latest audited net assets. In addition, the company and its subsidiaries within the scope of consolidated statements do not have overdue guarantees, guarantees involving litigation, etc.
9、 Documents for future reference
1. Resolution of the 11th meeting of the 4th board of directors
2. Resolution of the 10th meeting of the 4th board of supervisors
3. Independent opinions of independent directors on matters related to the 11th meeting of the 4th board of directors
4. Bank guarantee for migrant workers’ wage deposit (template)
5. Construction contract of Shiyuan technology R & D Center Project
6. Notice on implementing bank guarantee to pay migrant workers’ wage deposit in the construction field (YJ [2018] No. 567)
Guangzhou Shiyuan Electronic Technology Company Limited(002841) board of directors January 15, 2022
