Securities code: 300648 securities abbreviation: Fujian Nebula Electronics.Ltd(300648) Announcement No.: 2022-009 Fujian Nebula Electronics.Ltd(300648)
Announcement on providing guarantee for wholly-owned and holding subsidiaries 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.
1、 Overview of guarantee
On January 14, 2022, Fujian Nebula Electronics.Ltd(300648) (hereinafter referred to as "the company") held the 17th meeting of the third board of directors, deliberated and adopted the proposal on providing guarantee for wholly-owned and holding subsidiaries in 2022. In order to meet the needs of production and operation funds of the company's wholly-owned and holding subsidiaries, the company agrees to provide a total guarantee amount of RMB 250 million for wholly-owned and holding subsidiaries with asset liability ratio of more than 70%, and a total guarantee amount of RMB 50 million for wholly-owned and holding subsidiaries with asset liability ratio of less than 70%.
The guarantee methods include but are not limited to joint and several liability guarantee, mortgage, pledge, etc. the guarantee period shall not exceed three years. The period for signing the guarantee agreement and other relevant legal documents shall be one year from the date of deliberation and approval by the general meeting of shareholders of the company (the guarantee period and scope shall be subject to the final agreement). Within the above period, the guarantee amount can be recycled.
In order to ensure that the guarantee provided by the company for wholly-owned and holding subsidiaries can be carried out efficiently and smoothly, the company proposes that the general meeting of shareholders authorize the chairman of the board of directors to be fully responsible for approving the specific guarantee matters of the company within the guarantee limit, and the chairman of the board of directors or his designated agent to negotiate, sign specific guarantee schemes and sign relevant legal documents on behalf of the company.
According to relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for companies listed on the Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, and the Fujian Nebula Electronics.Ltd(300648) articles of Association (hereinafter referred to as the "articles of association"), the expected provision of guarantee needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the guaranteed
The standard operation estimates the total guarantee amount of two types of wholly-owned and holding subsidiaries with asset liability ratio of more than 70% and asset liability ratio of less than 70% in 2022. The company will timely disclose the progress announcement when the guarantee actually occurs.
When judging whether the asset liability ratio of the secured party exceeds 70%, the company will take the audited financial statements of the secured party in the latest year or the data in the latest financial statements of the secured party on the date of signing the agreement, whichever is higher, and record the actual amount of guarantee into the estimated guarantee amount accordingly.
See the attached table for the basic information and main financial indicators of the guaranteed party.
3、 Main contents of guarantee matters
Guarantor: Fujian Nebula Electronics.Ltd(300648) ;
The guaranteed party: the wholly-owned and holding subsidiaries within the scope of the company's consolidated statements, and the wholly-owned and holding subsidiaries newly included in the scope of the company's consolidated statements;
Guarantee methods: including but not limited to joint and several liability guarantee, mortgage, pledge, etc;
Guarantee amount: provide a total guarantee amount of RMB 250 million for wholly-owned and holding subsidiaries with asset liability ratio of more than 70%, and a total guarantee amount of RMB 50 million for wholly-owned and holding subsidiaries with asset liability ratio of less than 70%.
The above guarantee amount is calculated by the company according to the production and operation needs of the wholly-owned and holding subsidiaries. The wholly-owned and holding subsidiaries can use the guarantee amount within the total guarantee amount according to the actual operation. The wholly-owned and holding subsidiaries newly included in the consolidated statements can also use the guarantee amount. The relevant guarantee matters shall be subject to the officially signed guarantee agreement, The general meeting of shareholders shall be requested to authorize the chairman of the company to organize the implementation and sign relevant agreements within the above limit.
4、 Relevant audit procedures and opinions
(I) deliberations of the board of directors
On January 14, 2022, the 17th meeting of the third board of directors of the company deliberated and adopted the proposal on providing guarantee for wholly-owned and holding subsidiaries in 2022.
The board of directors of the company believes that the guarantee provided by the company for wholly-owned and holding subsidiaries is to further enhance its financing capacity and capital turnover capacity and promote its business development. The guaranteed objects are all wholly-owned and holding subsidiaries of the company. The main business is in line with the development direction of the company and industry, has good income expectation, and the financial risk is within the controllable range of the company. It is reasonable for the company to provide guarantee for wholly-owned and holding subsidiaries, and there is no situation damaging the interests of the company and shareholders, and there is no conflict with the notice on Several Issues Concerning Regulating capital exchanges between listed companies and related parties and external guarantee of listed companies (zjf [2003] No. 56) Violation of the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) and the articles of association. The company can effectively control the wholly-owned and holding subsidiaries in terms of operation and management, finance, investment and financing, and has the ability to fully grasp and monitor the cash flow of the guaranteed company. The financial risk is within the effective control range of the company, so other shareholders do not provide year-on-year guarantee.
The board of directors of the company agreed to provide guarantee for the wholly-owned and holding subsidiaries, and agreed to submit the matter to the general meeting of shareholders of the company for deliberation.
(II) opinions of independent directors
After verification, the independent directors believe that the company's guarantee for wholly-owned and holding subsidiaries is mainly to enhance its financing capacity and meet the needs of production and operation development; The guaranteed objects are all wholly-owned and holding subsidiaries of the company. The company can effectively control its daily business activities and decisions, and the financial risk is within the scope of effective control. At present, the guaranteed enterprise is in good operation and has the ability of sustainable operation and debt repayment. It is expected that the guarantee will not adversely affect the normal operation and business development of the company, and is in line with the overall interests and development strategy of the company; The decision-making procedures for guarantee performance comply with the relevant provisions of laws, regulations and the articles of association, such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, all our independent directors unanimously agree on the expected guarantee.
5、 Accumulated external guarantees and overdue guarantees
1. As of January 14, 2022, the company's total accumulated external guarantees were RMB 27.667 million, of which the total accumulated guarantees to wholly-owned and holding subsidiaries were RMB 27.667 million, accounting for 4.65% of the company's latest audited net assets.
2. As of the disclosure date of this announcement, the company has no overdue external guarantee, no external guarantee involving litigation and losses due to the judgment of losing the guarantee.
6、 Document for future reference 1. Resolution of Fujian Nebula Electronics.Ltd(300648) the 17th meeting of the third board of directors; 2. Independent opinions of Fujian Nebula Electronics.Ltd(300648) independent directors on matters related to the 17th meeting of the third board of directors.
It is hereby announced.
Fujian Nebula Electronics.Ltd(300648) board of directors
January 15, 2002
Schedule: basic information of the guaranteed party
Unit: 10000 yuan
Year 2020 December 2020 first three quarters of 2021 September 30, 2021
31st
Establishment of legally registered shareholding assets negative date of approval of the secured party representative of capital registered address main business proportion debt ratio guarantee amount Operating income net profit assets net assets operating net profit assets net assets (%) total income
The asset liability ratio is more than 70%
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