Securities code: Shanghai Sk Automation Technology Co.Ltd(688155) securities abbreviation: Shanghai Sk Automation Technology Co.Ltd(688155) Announcement No.: 2022053 Shanghai Sk Automation Technology Co.Ltd(688155)
Announcement on providing guarantee for wholly-owned subsidiaries
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Name of the guaranteed and whether it is a related party of a listed company: SK automation Germany GmbH (Chinese Name: Xianhui automation technology Germany Co., Ltd., hereinafter referred to as “Germany Xianhui”), a wholly-owned subsidiary of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as ” Shanghai Sk Automation Technology Co.Ltd(688155) ” or “the company”).
The amount of this guarantee and the balance of the guarantee actually provided: the total amount of this guarantee is RMB 100 million; As of the disclosure date of this announcement, the guarantee balance provided by the company for it is RMB 10000.
Whether there is counter guarantee in this guarantee: No.
Cumulative amount of overdue external guarantee: no overdue external guarantee.
Whether the guarantee has been deliberated by the general meeting of shareholders: No.
1、 Overview of application for credit guarantee
(I) overview of guarantee
Due to the needs of the operation and development of Germany Xianhui, a wholly-owned subsidiary of the company, the company plans to provide guarantee for Germany Xianhui when it is necessary to apply for credit business and sign sales contracts with customers, with a total guarantee amount of no more than RMB 100 million. The actual guarantee method, guarantee amount, guarantee period, guarantee rate and other contents shall be jointly negotiated and determined by the company and the lending bank and other financial institutions within the above limit, and the relevant guarantee matters shall be subject to the officially signed guarantee documents.
Within the above guarantee limit, the company can reasonably allocate the use limit to the subsidiary German Xianhui according to the actual situation, and the validity period is valid within 12 months from the date of deliberation and approval by the board of directors of the company. The board of directors of the company agrees to authorize Mr. Pan Yanqing and his authorized persons to handle the specific matters of providing guarantee within the scope of guarantee amount according to the needs of the actual operation of the company.
(II) internal decision-making procedures for the performance of guarantee matters
On May 20, 2022, the company held the second meeting of the third board of directors and the second meeting of the third board of supervisors, deliberated and adopted the proposal on providing guarantee for wholly-owned subsidiaries, and the independent directors expressed their independent opinions on the matter. In accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange on the science and innovation board and the Shanghai Sk Automation Technology Co.Ltd(688155) articles of association, this guarantee is within the decision-making scope of the board of directors and takes effect after being deliberated and approved by the board of directors of the company, and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the guaranteed
Enterprise name skautomation Germany GmbH
Date of establishment: February 5, 2018
Registered capital: 11.96 million euros
Place of registration: Hanover, Lower Saxony, Germany
Research, develop and integrate automated manufacturing systems, R & D, design and manufacture of automated equipment, business scope and production lines, technical consulting and technical services, as well as import and export business, including all related businesses
Wholly owned subsidiary related to the company
March 31, 2022 December 31, 2021 (Unaudited) (audited)
Financial status total assets 740332776387
(unit: RMB net assets 563198585977)
(10000 yuan) operating income 51051680.48
Net profit -142.03 -298.45
Total liabilities 177134190410
3、 Main contents of the guarantee agreement
At present, the company has not signed the relevant guarantee agreement. The above planned guarantee limit is only the guarantee that the company intends to provide for Germany Xianhui when it is necessary to apply for credit business and sign sales contracts with customers. The total guarantee limit does not exceed RMB 100 million. The actual guarantee method, guarantee amount, guarantee period, guarantee rate and other contents shall be jointly negotiated and determined by the company and the lending bank and other financial institutions within the above limit, and the relevant guarantee matters shall be subject to the officially signed guarantee documents.
4、 Reasons and necessity of guarantee
This guarantee is to meet the needs of the daily operation of the wholly-owned subsidiary and help support its sound development. The guarantee object has stable operation and financial status and is able to repay the due debts. At the same time, the company has absolute control over the wholly-owned subsidiary. The company has little guarantee risk and will not affect the interests of the company and all shareholders.
5、 Notes on deliberations
(I) deliberations of the board of directors
On May 20, 2022, the company held the second meeting of the third board of directors. The proposal on providing guarantee for wholly-owned subsidiaries was considered and adopted by 9 votes in favor, 0 votes against and 0 abstentions. The board of Directors believes that the company’s guarantee for the wholly-owned subsidiary is made by comprehensively considering the business development needs of the wholly-owned subsidiary, which is in line with the actual operation situation and overall development strategy of the subsidiary. The guaranteed object is a wholly-owned subsidiary of the company, which has solvency and can effectively control and prevent guarantee risks. The guarantee matters are in line with the interests of the company and all shareholders.
(II) opinions of independent directors
This guarantee is to meet the needs of the normal production and operation of the wholly-owned subsidiary, contribute to the sustainable development of the wholly-owned subsidiary and control the guarantee risk. The decision-making procedure of this guarantee is legal and compliant, meets the requirements of relevant laws and regulations, will not have an adverse impact on the current and future financial status and operating results of the company, and there is no behavior damaging the interests of the company and shareholders, especially minority shareholders.
To sum up, the independent directors agree that the company is a wholly-owned subsidiary of Germany Xianhui guarantee.
(III) opinions of the board of supervisors
On May 20, 2022, the company held the second meeting of the third board of supervisors, deliberated and adopted the proposal on providing guarantee for wholly-owned subsidiaries.
The board of supervisors believes that the company’s guarantee for the wholly-owned subsidiary is made in comprehensive consideration of the business development needs of the wholly-owned subsidiary, which is in line with the actual operation situation and overall development strategy of the subsidiary. The guaranteed object is a wholly-owned subsidiary of the company, which has solvency and can effectively control and prevent guarantee risks. The guarantee matters are in line with the interests of the company and all shareholders.
6、 Accumulated external guarantee amount and overdue guarantee amount
As of the disclosure date of this announcement, the company’s total guarantee for its holding subsidiaries was RMB 121.28 million, accounting for 5.78% of the company’s audited total assets in 2021 and 10.19% of the company’s audited net assets attributable to shareholders of Listed Companies in 2021. The company has no overdue external guarantee or guarantee involving litigation.
7、 Online announcement attachment
(I) independent opinions of Shanghai Sk Automation Technology Co.Ltd(688155) independent directors on matters related to the second meeting of the third board of directors;
(II) basic information of the guaranteed and the latest financial statements.
It is hereby announced.
Shanghai Sk Automation Technology Co.Ltd(688155) board of directors may 23, 2022
