Securities code: Shenzhen Infinova Limited(002528) securities abbreviation: Shenzhen Infinova Limited(002528) Announcement No.: 2022044 Shenzhen Infinova Limited(002528)
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
Shenzhen Infinova Limited(002528) (hereinafter referred to as Shenzhen Infinova Limited(002528) or the company) held the 24th Meeting of the 5th board of directors and the 3rd extraordinary general meeting of shareholders in 2022 on March 25, 2022 and April 13, 2022 respectively, deliberated and adopted the proposal on the prediction of guarantee amount for wholly-owned subsidiaries in 2022, and agreed that the company would provide guarantee amount for wholly-owned subsidiaries in 2022 with a total amount of no more than RMB 989.25 million, The amount of guarantee for wholly-owned subsidiaries with asset liability ratio of more than 70% shall not exceed 969.25 million yuan, and the amount of guarantee for wholly-owned subsidiaries with asset liability ratio of less than 70% shall not exceed 20 million yuan. In 2022, the company provided no more than RMB 500 million for Shenzhen Infinova Limited(002528) (Hangzhou) Information System Technology Co., Ltd. (hereinafter referred to as Shenzhen Infinova Limited(002528) system) and no more than RMB 80 million for Shenzhen Shenzhen Infinova Limited(002528) Renyong Information Co., Ltd. (hereinafter referred to as Shenzhen Infinova Limited(002528) Renyong).
The above guarantee amount can be adjusted among subsidiaries; However, when the adjustment occurs, for the guarantee object with asset liability ratio of more than 70%, the guarantee amount can only be obtained from the guarantee object with asset liability ratio of more than 70%; Within the above limit, the company and its subsidiaries need to handle the business within the above guarantee scope due to business needs, and there is no need to hold a separate board of directors or shareholders’ meeting for deliberation.
The validity period of this guarantee limit is from the date of adoption of the resolution of the general meeting of shareholders considering the above proposal to the date of adoption of the resolution of the general meeting of shareholders considering the corresponding guarantee limit of the next year. The board of directors and the general meeting of shareholders of the company authorize the management of the company to be responsible for the specific matters of the guarantee and sign the legal documents within the above guarantee limit.
For details, please refer to the company’s statements in the securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on March 29, 2022 and April 14, 2022 Disclosed Shenzhen Infinova Limited(002528) : Announcement on the forecast of guarantee amount for wholly-owned subsidiaries in 2022 (Announcement No.: 2022026), and Shenzhen Infinova Limited(002528) : Announcement on the resolution of the third extraordinary general meeting in 2022 (Announcement No.: 2022030).
2、 The amount of guarantee transferred this time
In order to meet the business development and actual operation needs of subsidiaries, with the approval of the general manager’s office meeting of the company, under the condition that the total amount of guarantee approved by the third extraordinary general meeting of shareholders in 2022 remains unchanged, The company adjusted no more than RMB 40million from the unused guarantee limit of Shenzhen Infinova Limited(002528) system to Swann communications Pty Ltd. (Chinese Name: Siwang Communication Co., Ltd., hereinafter referred to as Siwang communication) The asset liability ratio of Shenzhen Infinova Limited(002528) system and Siwang communication is more than 70%, which meets the adjustment conditions. After the internal adjustment of the above guarantee limit is completed, the guarantee limit provided by the company for Shenzhen Infinova Limited(002528) system in 2022 is reduced from no more than RMB 500 million to no more than RMB 460 million, and the guarantee limit provided by the company for Siwang communication is no more than RMB 40 million.
The company’s adjustment of the guarantee amount is within the scope of authorization of the general meeting of shareholders and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
3、 Guarantee progress and main contents of the agreement
(I) progress of providing guarantee for Siwang communication and main contents of the agreement
In order to meet the actual business needs, Siwang communication applied for bank credit from HSBC Bank Australia Ltd. (hereinafter referred to as HSBC Australia). Infi Nova International Ltd. (Chinese Name: Shenzhen Infinova Limited(002528) International Co., Ltd., hereinafter referred to as Shenzhen Infinova Limited(002528) International), a wholly-owned subsidiary of the company, has provided Siwang communication with a maximum debt guarantee of no more than a $7.778 million. On this basis, the company plans to issue a letter of guarantee to HSBC Bank of Australia to provide the maximum debt guarantee for Siwang communication’s application for bank credit, with a limit of no more than a $7.678 million (about RMB 364943 million), and the actual guarantee amount will be determined within the scope of the credit line according to the development of credit business. This guarantee is a continuous guarantee and serves as a guarantee for the repayment of all guaranteed funds. The guarantee period under the guarantee is three years from the date of termination of the period for determining the creditor’s rights.
Consideration of guarantee: the above guarantee is within the scope of the guarantee matters that have been considered and approved, and the guarantee amount is within the scope of the guarantee amount provided by the company for Siwang communication after adjustment, which does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
(II) progress of providing guarantee for Shenzhen Infinova Limited(002528) Renyong and main contents of the agreement
In order to meet the needs of daily production and operation turnover, Shenzhen Infinova Limited(002528) Renyong and China Construction Bank Corporation(601939) Shenzhen Branch (hereinafter referred to as China Construction Bank Corporation(601939) Shenzhen Branch) signed a comprehensive financing line contract (No.: htz442008028qtlx2022n001, hereinafter referred to as the main contract) to apply for a credit line of no more than 30 million yuan, which is valid from April 27, 2022 to January 5, 2023. The company provides guarantee for Shenzhen Infinova Limited(002528) Renyong.
Recently, the company signed the maximum principal guarantee contract (Contract No.: htc442008028zgdb2022n001) with China Construction Bank Corporation(601939) Shenzhen Branch. The guarantee scope is: Shenzhen Infinova Limited(002528) principal balance, interest and other payables not exceeding 30 million yuan arising from the amount under the main contract of benevolence and expenditure; Guarantee mode: joint and several liability guarantee; The guarantee period is from the starting date of a single financing business to three years after the expiration of the performance period of the debt.
Consideration of guarantee: the above guarantee is within the scope of the guarantee matters that have been considered and approved, and the guarantee amount is within the scope of the guarantee amount provided by the company for Shenzhen Infinova Limited(002528) Renyong, which does not exceed RMB 80 million, so it is not necessary to submit it to the board of directors and the general meeting of shareholders for deliberation.
After providing credit guarantee for Shenzhen Infinova Limited(002528) Renyong this time, the company’s guarantee balance for Shenzhen Infinova Limited(002528) Renyong is 40 million yuan, and the available guarantee limit is 40 million yuan.
4、 Basic information of the adjustment subject and the guaranteed
(I) Shenzhen Infinova Limited(002528) (Hangzhou) Information System Technology Co., Ltd
1. Basic information
Name: Shenzhen Infinova Limited(002528) (Hangzhou) Information System Technology Co., Ltd
Unified social credit Code: 913 Zhejiang Benli Technology Co.Ltd(301065) 52694469a
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Address: 5th floor, North building, Lianhua business center, No. 333 Lianhua street, Xihu District, Hangzhou, Zhejiang
Legal representative: Ye Jian
Registered capital: 120 million yuan
Date of establishment: April 28, 2010
Business scope: general items: domestic waste treatment equipment manufacturing; Fire fighting equipment sales; Technical consultation on resource recycling services; Fire technical services; Recycling of renewable resources (except productive waste metals); Internet data services; Leasing of computer and communication equipment; Sewage treatment and recycling; Metal structure sales; Sales of metal materials; Manufacturing of metal materials; Design and construction of communication engineering; Design and construction of environmental protection engineering; Installation of highway safety facilities and equipment; Installation of traffic safety facilities and equipment; Decoration works; Information system technology, technical development, technical service, technical consultation and achievement transfer of computer software, technical development and technical service of electronic products and communication products, computer system integration, undertaking water treatment engineering, electronic automation engineering, air purification engineering, construction engineering, indoor and outdoor decoration engineering, electronic and intelligent engineering, airport runway engineering, civil aviation air traffic control engineering, airport weak current system engineering Security system engineering, intelligent transportation engineering, communication system engineering, electromechanical engineering, industrial automation engineering, municipal engineering, municipal road engineering, urban road lighting engineering, Landscaping Engineering (involving the operation of qualification certificates), installation of sound equipment (limited to the field), stage art modeling design, technical development of lighting equipment, intelligent equipment, computer software and hardware, indoor and outdoor decoration design; Audio and video equipment, except for class I and class II, radio and video equipment, and electronic equipment, except for class I and class II, wholesale of audio and video equipment; Assembly, processing and production: electronic products and communication products; Import and export of goods and Technology (except for projects prohibited by national laws and administrative regulations, projects restricted by laws and administrative regulations can be operated only after obtaining licenses); (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license). Licensed items: municipal solid waste business services; Urban construction waste disposal (clearing and transportation); Construction project construction; Construction labor subcontracting; Wholesale of publications; Retail of publications; Internet sales of publications (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results).
Relationship with the company: the company holds 100% equity of Shenzhen Infinova Limited(002528) system.
Shenzhen Infinova Limited(002528) system does not belong to the dishonest executee.
2. Main financial position
Unit: Yuan
Financial data December 31, 2021 December 31, 2020
(audited) (audited)
Total assets 238999571810249750944700
Total liabilities 229870623078213956073620
Total current liabilities 192552232439193699306832
Net assets 912894873235794871080
Financial data 20212020
(audited) (audited)
Operating income 1447815559187437614973
Total profit -253546283315422356600
Net profit -268187148604611126979
Note: the above data is the consolidated data of Shenzhen Infinova Limited(002528) system. (II) Swann communications Pty Ltd. 1. Basic information: English name of the company: Swann communications Pty Ltd. Chinese Name: Siwang Communication Co., Ltd
English registration place: 706 Lorimer Street Port Melbourne Vic 3207
Place of registration in Chinese: 706 Lorimer street, Melbourne, Victoria
Directors: Jeffrey Liu, Michael Lucas, Anna Liu, Travis Bedford
Authorized share capital: 1230770 ordinary shares without par value
Date of establishment: June 16, 1987
Business scope: R & D, production and sales of civil security equipment. Relationship with the company: the company holds 100% equity of Siwang communication through Shenzhen Infinova Limited(002528) international. 2. Main financial data
Unit: USD
Financial data December 31, 2021 December 31, 2020 (audited) (audited)
Total assets 64496017227084802600
Total liabilities 49871913505424615200
Total current liabilities 47028650934171316600
Net assets 14624103721660187400
