Wus Printed Circuit (Kunshan) Co.Ltd(002463) supplementary announcement on investment and participation in shengweice Electronics (Jiangsu) Co., Ltd. and related party transactions on the issue of financial support commitment
Securities code: 002463 securities abbreviation: Wus Printed Circuit (Kunshan) Co.Ltd(002463) Announcement No.: 2022-007 Wus Printed Circuit (Kunshan) Co.Ltd(002463) issue of financial support commitment
Supplementary announcement on investment and participation in shengweice Electronics (Jiangsu) Co., Ltd. and related party transactions
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.
Important risk tips:
Wus Printed Circuit (Kunshan) Co.Ltd(002463) (hereinafter referred to as “the company”) plans to invest in shengweice Electronics (Jiangsu) Co., Ltd. (hereinafter referred to as “shengweice”) and issue a letter of financial support to shengweice. Shengweice has sustained operating losses in recent years. If its operating conditions deteriorate further in the future, the company’s proposed investment in shares and the company’s operating current accounts receivable from shengweice may have the risk of being unrecoverable or unrecoverable in full, which will have a negative impact on the company’s future performance.
1、 Overview of the matters to be issued with financial support commitment to shengweice
(I) overview
On January 12, 2022, the company disclosed information on the designated media cninfo.com（ http://www.cn.info.com.cn. ）And the securities times disclosed the company’s announcement on investment and participation in shengweice Electronics (Jiangsu) Co., Ltd. and related party transactions. Now, the supplementary disclosure on the issuance of financial support commitment to shengweice is as follows:
The second meeting of the seventh board of directors and the second meeting of the seventh board of supervisors held on January 10, 2022 considered and adopted the proposal on investment and participation in shengweice Electronics (Jiangsu) Co., Ltd. (hereinafter referred to as the “participation proposal”), and the company plans to use its own funds to subscribe for the newly increased registered capital of shengweice in euros equivalent to RMB 75 million. As an integral part of the share participation proposal, the company also plans to issue a financial support commitment to shengweice: within 12 months from September 30, 2021, shengweice electronics can repay the company according to its own cash flow capacity, and the company will not apply for bankruptcy liquidation of shengweice electronics during this period (hereinafter referred to as “financial support commitment”).
(II) daily related party transactions and operating current accounts between the company and shengweice
In 2021, the cumulative amount of daily related party transactions such as procurement and sales between the company and shengweice was about 194359500 yuan (the daily related party transaction data involved in this announcement were not audited). As of December 31, 2021, due to daily related party transactions, shengweice’s operating current account payable to the company was about 71.965 million yuan, and the company’s operating current account payable to shengweice was about 11.4371 million yuan. It is expected that the company will still have daily related party transactions with shengweice in the future. In 2022, the company is expected to sell products to shengweice
Wus Printed Circuit (Kunshan) Co.Ltd(002463) supplementary announcement on investment and participation in shengweice Electronics (Jiangsu) Co., Ltd. and related party transactions on the issue of financial support commitment
The amount of materials shall not exceed 145 million yuan; It is estimated that the amount of products purchased by the company from shengweice will not exceed 100 million yuan.
The daily related party transactions between the company and Schweizer, shengweice and their related companies are detailed in the announcement of the company on the expected daily related party transactions with Schweizer electronic AG. And its related companies in 2022 disclosed by the company on cninfo.com, the designated media for information disclosure, and the securities times on January 12, 2022.
(III) this transaction constitutes a connected transaction
Schweizer electronic AG (hereinafter referred to as “Schweizer”) is a wholly-owned subsidiary of Schweizer. The company holds about 19.74% of the shares of Schweizer, and Mr. Wu Chuanbin, the general manager of the company, is also the supervisor of Schweizer. Therefore, the transaction between the company and shengweice constitutes a connected transaction.
2、 Review procedure
The above matters have been deliberated and approved at the second meeting of the seventh board of directors and the second meeting of the seventh board of supervisors held by the company on January 10, 2022. The related directors Mr. Wu Ligan, Ms. Chen Meifang, Mr. Wu Chuanlin and Mr. Lin Mingyan have avoided voting in the board of directors. According to relevant regulations, the cumulative transaction amount between the company and Schweizer and its related companies is expected to be more than 30 million yuan for 12 consecutive months, accounting for more than 5% of the absolute value of the company’s latest audited net assets. Therefore, this transaction shall be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders shall avoid voting. The company has hired an intermediary institution with experience in Securities and futures related business services to audit and evaluate the subject matter of this transaction, and has submitted this transaction to the general meeting of shareholders for deliberation.
For details of the announcement on the resolution of the second meeting of the seventh board of directors, the announcement on the resolution of the second meeting of the seventh board of supervisors and the notice of the company on convening the first extraordinary general meeting of shareholders in 2022, see the media cninfo.com and securities times designated by the company to disclose information on January 12, 2022.
3、 Purpose, existing risks and impact on the company of issuing financial support commitment to shengweice
As the production base of Schweizer embedded power chip packaging and integration technology (hereinafter referred to as “p2pack”), shengweice has sustained operating losses in recent years because p2pack is still in the technical running in period. In order to ensure its sustainable operation ability, Schweizer, the parent company of shengweice, issued a letter of financial support commitment to shengweice in December 2021: regarding shengweice’s preparation of financial statements for the period from January 1, 2021 to September 30, 2021, Schweizer is confident that shengweice will be able to pay its due debts in time in the next 12 months without facing the problem of non sustainable operation, In Schweizer’s core interests. Meanwhile, Schweizer will not apply for bankruptcy liquidation of shengweice during this period. Moreover, there is no fixed repayment period for any amount due from Schweizer to shengweice, and Schweizer agrees that shengweice will repay according to its own cash flow capacity. In order to ensure the sustainable operation ability of shengweice, the company plans to issue a letter of financial support commitment to shengweice.
Wus Printed Circuit (Kunshan) Co.Ltd(002463) supplementary announcement on investment and participation in shengweice Electronics (Jiangsu) Co., Ltd. and related party transactions on the issue of financial support commitment
Given that Schweizer has issued a letter of financial support commitment to shengweice in December 2021, the company will also issue a letter of financial support commitment to shengweice if reviewed and approved by the general meeting of shareholders of the company, and shengweice is still actively seeking new equity financing to meet its future business development capital needs, the company can reasonably determine that shengweice can continue to operate. However, if the business situation of shengweice deteriorates further in the future, the company’s proposed capital increase and the company’s operating current accounts receivable from shengweice may have the risk of being unrecoverable or unrecoverable in full, which will have a negative impact on the company’s future performance.
4、 Other
The independent directors of the company have expressed their independent opinions of prior approval and consent on the above matters, and the board of supervisors of the company has also expressed their consent on the above matters. For details, see the company’s announcement on investment and participation in shengweice Electronics (Jiangsu) Co., Ltd. and related party transactions disclosed by the company on cninfo.com, the designated media for information disclosure, and the securities times on January 12, 2022 Prior approval opinions of the company’s independent directors on related party transactions, independent opinions of the company’s independent directors on related matters, and announcement on resolutions of the second meeting of the seventh board of supervisors of the company.
Wus Printed Circuit (Kunshan) Co.Ltd(002463) board of directors January 20, 2002
