Dongxing Securities Corporation Limited(601198)
Verification opinions on Sunwoda Electronic Co.Ltd(300207) providing guarantee for holding subsidiaries
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) ” and “recommendation institution”) as the continuous supervision and recommendation institution of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as ” Sunwoda Electronic Co.Ltd(300207) ” and “company”), in accordance with the administrative measures for recommendation business of securities issuance and listing and the Listing Rules of gem shares of Shenzhen Stock Exchange (revised in 2020) The guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) and other relevant provisions verify the matters that Sunwoda Electronic Co.Ltd(300207) provides guarantees for its holding subsidiaries. The details are as follows:
1、 Overview of guarantee
(I) Sunwoda Electronic Co.Ltd(300207) holding subsidiary sybda (Shenzhen) Automation Co., Ltd. (hereinafter referred to as “sybda”) needs to apply to banks, financial leasing companies and other institutions for a comprehensive credit line of no more than (including) 200 million yuan, with a term of no more than (including) 3 years, for handling long-term and short-term working capital loans, bank acceptances, trade financing, letter of guarantee Letter of credit, financial leasing and other businesses.
(II) Sunwoda Electronic Co.Ltd(300207) holding subsidiary Shenzhen presys Testing Technology Co., Ltd. (hereinafter referred to as “presys”) needs to apply to banks, financial leasing companies and other institutions for a comprehensive credit line of no more than (including) 200 million yuan, with a term of no more than (including) 3 years, for handling long-term and short-term working capital loans, bank acceptances, trade financing Letter of guarantee, letter of credit, financial leasing and other businesses.
(III) Sunwoda Electronic Co.Ltd(300207) holding subsidiary Huizhou Yingwang Precision Technology Co., Ltd. (hereinafter referred to as “Huizhou Yingwang”) needs to apply to banks, financial leasing companies and other institutions for a comprehensive credit line of no more than (including) 1 billion yuan, with a term of no more than (including) 3 years, for handling long-term and short-term working capital loans, bank acceptances, trade financing Letter of guarantee, letter of credit, financial leasing and other businesses.
(IV) Sunwoda Electronic Co.Ltd(300207) wholly owned subsidiary Huizhou xinzhiwang Electronics Co., Ltd. (hereinafter referred to as “Huizhou xinzhiwang”) needs to apply to banks, financial leasing companies and other institutions for a comprehensive credit line of no more than (including) 500 million yuan (including credit maturity renewal), with a term of no more than (including) 3 years, for handling long-term and short-term working capital loans Bank acceptance bill, trade financing, letter of guarantee, letter of credit, financial leasing and other businesses.
Sybda, presys, Huizhou Yingwang and Huizhou xinzhiwang are hereinafter collectively referred to as “subsidiaries”. From the effective date of the contract, Sunwoda Electronic Co.Ltd(300207) provides full joint and several liability guarantee for the above credit line. The above subsidiaries provide counter guarantee for Sunwoda Electronic Co.Ltd(300207) in respect of the guarantee. In this guarantee, Huizhou xinzhiwang, the guaranteed object, is a wholly-owned subsidiary of Sunwoda Electronic Co.Ltd(300207) . Although the other shareholders of the holding subsidiaries supoda, presys and Huizhou Yingwang did not guarantee according to their proportion of shareholders’ equity and did not counter guarantee the company, considering that the company has control over the operation and management activities of supoda, presys and Huizhou Yingwang, The operation and management risk is under the effective control of the company. Therefore, the risk of the company providing full joint and several liability guarantee for its subsidiaries is controllable.
The above guarantee proposal has been deliberated and adopted at the 23rd Meeting of the 5th board of directors and the 23rd Meeting of the 5th board of supervisors held on January 19, 2022. According to the requirements of rules and regulations such as Shenzhen Stock Exchange gem stock listing rules (revised in 2020), chapter Sunwoda Electronic Co.Ltd(300207) and Sunwoda Electronic Co.Ltd(300207) external guarantee management system, This proposal needs to be submitted to the general meeting of shareholders for deliberation. The company plans to request the general meeting of shareholders to authorize the chairman’s plenipotentiary representative Sunwoda Electronic Co.Ltd(300207) to handle the relevant procedures for subsidiaries to apply for credit line, provide guarantee and sign relevant contracts and documents from banks, financial leasing companies and other institutions within the above approved guarantee line.
2、 Basic information of the guaranteed
(I) supoda (Shenzhen) Automation Co., Ltd
Unified social credit Code: 91440300ma5f6uq26m
Legal representative: Zhang Jianhua
Enterprise type: limited liability company
Date of establishment: June 26, 2018
Registered capital: 20.408 million yuan
Business scope:
The general business items are: technical R & D, technical consultation and sales of automation equipment, numerical control equipment, automation production line, instruments and accessories; Technical development and sales of industrial vision software and hardware; Sales, technology development, technical consultation and technology transfer of automation software; Design of integrated automation solutions; Investment in industry (specific projects will be reported separately); China trade; Import and export of goods and technology. (except for the items that shall be approved before registration as stipulated by laws, administrative regulations and decisions of the State Council, those involving administrative license shall be operated only after obtaining administrative license). The licensed business items are: the production of automation equipment, numerical control equipment, automation production line, instruments and accessories.
Relationship with the company: it is a Sunwoda Electronic Co.Ltd(300207) holding subsidiary.
Operating conditions:
(1) As of December 31, 2020, the audited financial data of sybda are: total assets of 137809192.55 yuan, total liabilities of 110784159.93 yuan, net assets of 27025032.62 yuan, asset liability ratio of 80.39%, operating revenue of 160627770.91 yuan, total profit of 4621675.45 yuan and net profit of 4621675.45 yuan.
(2) As of September 30, 2021, the unaudited financial data of sumboda are: total assets of 471156649.63 yuan, total liabilities of 446050492.59 yuan, net assets of 25106157.04 yuan, asset liability ratio of 94.67%, operating revenue of 156276771.16 yuan, total profit of -4419651.60 yuan and net profit of -3997856.70 yuan.
(II) Shenzhen pureseth Testing Technology Co., Ltd
Unified social credit Code: 914403000671471445g
Legal representative: Xu Huiyong
Enterprise type: limited liability company
Date of establishment: April 12, 2013
Registered capital: 29.936364 million yuan
Business scope:
General business items include: testing, inspection, certification and technical services for consumer goods, electronic products, digital batteries, power batteries and modules, energy storage systems, electric vehicle power systems, battery management systems, BMS, auto parts, materials, component products, toys and accessories, textiles and chemical products; Operate import and export business; Research and development of testing standards and related technical consultation; Information technology services and consulting. (except for the items prohibited by laws, administrative regulations and decisions of the State Council, the restricted items can be operated only after obtaining a license). The licensed items are: lithium ion battery testing, electronic product testing, component testing, toy and spare parts testing, and chemical testing.
Relationship with the company: it is a Sunwoda Electronic Co.Ltd(300207) holding subsidiary
Operating conditions:
(1) As of December 31, 2020, the audited financial data of plesse are: total assets of 118628062.38 yuan, total liabilities of 69873010.04 yuan, net assets of 48755052.34 yuan, asset liability ratio of 58.90%, operating revenue of 97171627.21 yuan, total profit of 13658502.21 yuan and net profit of 12505712.47 yuan.
(2) As of September 30, 2021, the unaudited financial data of plesse are: total assets of 92626241.37 yuan, total liabilities of 37962152.21 yuan, net assets of 54664089.16 yuan, asset liability ratio of 40.98%, operating revenue of 77610644.61 yuan, total profit of 3603376.24 yuan and net profit of 5427153.39 yuan.
(III) Huizhou Yingwang Precision Technology Co., Ltd
Unified social credit Code: 91441322ma529ng87b
Legal representative: Zhang Xiaohe
Enterprise type: other limited liability companies
Date of establishment: September 18, 2018
Registered capital: 83.33333 million yuan
Business scope:
Technology promotion and application of precision plastics, hardware and electronic products; Production and sales: molds, nano materials, plastic products, hardware products, electronic products, precision structural parts; Mobile phone and tablet computer assembly; Spraying and assembly of smart home, personal care, small household appliances, video and audio products; Research and development of automatic environmental protection equipment; House leasing; Import and export of goods and technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Relationship with the company: it is a Sunwoda Electronic Co.Ltd(300207) holding subsidiary
Operating conditions:
(1) As of December 31, 2020, the audited financial data of Huizhou Yingwang are: total assets of 1130703353.63 yuan, total liabilities of 997330926.89 yuan, net assets of 133372426.74 yuan, asset liability ratio of 88.20%, operating income of 1523728951.04 yuan, total profit of 10927366.95 yuan and net profit of 12385943.68 yuan.
(2) As of September 30, 2021, the unaudited financial data of Huizhou Yingwang are: total assets of 1325473389.04 yuan, total liabilities of 1093852513.19 yuan and net assets of 231620875.85 yuan
The asset liability ratio is 82.53%, the operating income is 1554221715.77 yuan, the total profit is 100141987.65 yuan, and the net profit is 95705829.68 yuan.
(IV) Huizhou xinzhiwang Electronics Co., Ltd
Unified social credit Code: 91441322ma51qjba26
Legal representative: Liu Xiangjun
Enterprise type: limited liability company
Date of establishment: May 25, 2018
Registered capital: 50 million yuan
Business scope:
R & D, manufacturing and sales: smart home terminal products, educational electronic products, UAVs, voting machines, scooters, balance cars, electronic pens, Siasun Robot&Automation Co.Ltd(300024) , new intelligent electronic products, batteries, chargers, instruments and meters, industrial equipment, automation equipment and production lines, electronic products, power battery systems, energy storage batteries and energy storage systems, and power management systems; R & D: Industrial Internet technology and communication system; Software development and sales; Laboratory testing and technical consulting services for lithium ion batteries, batteries and battery packs; Setting up industry (specific projects will be reported separately); Import and export of goods and technology; Property leasing; General freight; Equipment leasing; Handling. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Relationship with the company: it is a wholly-owned subsidiary of Sunwoda Electronic Co.Ltd(300207)
Operating conditions:
(1) As of December 31, 2020, the audited financial data of Huizhou xinzhiwang are: total assets of 727623965.48 yuan, total liabilities of 687665097.30 yuan, net assets of 39958868.18 yuan, asset liability ratio of 94.51%, operating revenue of 2078015954.29 yuan, total profit of -4989589.00 yuan and net profit of -4989589.00 yuan.
(2) As of September 30, 2021, the unaudited financial data of Huizhou xinzhiwang are: total assets of 678049768.64 yuan, total liabilities of 671372381.97 yuan, net assets of 6677386.67 yuan, asset liability ratio of 99.02%, operating income of 1203161530.74 yuan, total profit of -33760071.19 yuan and net profit of -33760071.19 yuan.
3、 Main contents of the guarantee agreement
Sunwoda Electronic Co.Ltd(300207) no agreement has been signed on this guarantee. The guarantee for subsidiaries this time is full joint and several liability guarantee. The actual guarantee amount, type and duration are subject to the contract signed after final negotiation, and the final actual guarantee amount will not exceed the guarantee amount granted this time.
4、 Counter guarantee
From the effective date of the contract, Sunwoda Electronic Co.Ltd(300207) provides full joint and several liability guarantee for the above credit line. The above subsidiaries provide counter guarantee for Sunwoda Electronic Co.Ltd(300207) in respect of the guarantee. This guarantee is conducive to the daily operation and development of the subsidiary and is in line with the development plan of the company and the interests of shareholders. In this guarantee, Huizhou xinzhiwang, the guaranteed object, is a wholly-owned subsidiary of Sunwoda Electronic Co.Ltd(300207) . Although the other shareholders of the holding subsidiaries supoda, pryseth and Huizhou Yingwang did not guarantee according to their proportion of shareholders’ equity and did not counter guarantee the company, considering that this guarantee is related to supoda, pryseth Huizhou Yingwang’s daily production and operation activities are closely related, while the shareholding ratio of other shareholders of suboda, prisseth and Huizhou Yingwang is relatively low, and they do not directly participate in the daily operation and management of subsidiaries; In addition, the company has control over the daily operation and management of subsidiaries, and the operation and management risks are within the scope of effective control of the company, so it can effectively supervise and manage the operation and management of subsidiaries. Therefore, the company provides full joint and several liability guarantee for its subsidiaries, and the risk is controllable.
5、 Opinions of the board of directors
The board of Directors believes that the guarantee provided by the company to sybda and prisseth is for the production and operation needs of subsidiaries. The guarantee provided by the company for Huizhou Yingwang and Huizhou xinzhiwang is to meet the needs of the subsidiary to expand its business. The company provides full joint and several liability guarantee for the credit lines of the above four subsidiaries, which can ensure their stable production and operation and improve the efficiency of capital use, which is in line with the overall interests of the company. Meanwhile, the above four subsidiaries provide counter guarantees for Sunwoda Electronic Co.Ltd(300207) for their respective guarantees. Although the other shareholders of the holding subsidiaries of this external guarantee, supoda, presys and Huizhou Yingwang, did not guarantee according to the proportion of their shareholders’ equity and did not counter guarantee the company, considering the normal business activities, good credit status and solvency of the subsidiaries, supoda, presys and Huizhou Yingwang, The risk of guarantee provided by the company is within the effective control range of the company. After careful discussion, we believe that the guarantee risk is controllable and agree to apply for the guarantee of comprehensive credit line from banks, financial leasing companies and other institutions for subsidiaries.
6、 Opinions of independent directors
Independent directors believe that: being assumed
