Securities code: 300670 securities abbreviation: Jiangsu Daybright Intelligent Electric Co.Ltd(300670) Announcement No.: 2022-009 Jiangsu Daybright Intelligent Electric Co.Ltd(300670) about being a wholly-owned subsidiary
Announcement on guarantee provided by Jiangsu Daye New Energy Technology Co., Ltd
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 omissions.
Special tips:
After providing the guarantee this time, Jiangsu Daybright Intelligent Electric Co.Ltd(300670) (hereinafter referred to as "the company") provided the guarantee for the holding subsidiary, the total amount of which exceeded 100% of the latest audited net assets, and drew investors' full attention to the guarantee risk.
1、 Overview of guarantee
Whereas, the company intends to pay cash from the original lessee Tianjin Huajing zero one ship leasing Co., Ltd. (hereinafter referred to as "Huajing zero one") through its wholly-owned subsidiary Jiangsu Daye New Energy Technology Co., Ltd. (hereinafter referred to as "Daye new energy") or other entities designated by it Tianjin Huajing zero two ship leasing Co., Ltd. (hereinafter referred to as "Huajing zero two") undertakes the financial leasing interests related to Huajing 01 (identification number: cn20176239143, Hua jing01) and Huajing 02 (identification number: cn20181308196, Hua Jing 02). When the lease term expires, the company will obtain the ownership of Huajing 01 and Huajing 02.
In order to ensure the smooth progress of the company's major asset restructuring, the 14th meeting of the third board of directors held on January 23, 2022 deliberated and adopted the proposal on the company's guarantee for the wholly-owned subsidiary Jiangsu Daye New Energy Technology Co., Ltd. with 5 affirmative votes, 0 negative votes and 0 abstention votes, It is agreed that the company will provide irrevocable joint and several liability guarantee for the debts, obligations and liabilities under the relevant contracts and documents signed by the wholly-owned subsidiary gyie new energy in the process of this major asset restructuring, and sign the letter of guarantee. According to the fund payment arrangement of this major asset restructuring and the subsequent ship reconstruction plan of the company, The total amount of this guarantee does not exceed RMB 80 million. The guarantee period is until the last day of Daye new energy's rent and the remaining financial lease payment are paid.
According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, the above guarantee matters need to be submitted to the general meeting of shareholders of the company for deliberation and approval before they can take effect.
2、 Basic information of the guaranteed
1. Basic information:
Company name: Jiangsu Daye New Energy Technology Co., Ltd
Unified social credit Code: 91320115ma1xr20794
Date of establishment: January 9, 2019
Registered capital: 50 million yuan
Legal representative: Wang Dongxiang
Registered address: No. 33, Dongqi Road, Dongshan street, Jiangning District, Nanjing
Business scope: development of energy technology and equipment and technical services; Investment, development, transfer, construction, operation and management services of energy storage and new energy power generation projects; Energy storage and new energy system design, consultation, construction, integration and sales of new energy related equipment and materials; Energy management information system technology development and technical consulting services; Cecep Solar Energy Co.Ltd(000591) technical research, development and technical services; Lithium ion battery manufacturing; Ni MH battery manufacturing; Zinc nickel battery manufacturing; Other battery manufacturing (excluding photovoltaic cells); Battery sales; Sales of electrical and mechanical equipment; Charging pile sales; Provide battery charging service for electric vehicles; EPC services; Energy management services; Energy technology consulting services; Engineering and technical consulting services; Technical consultation and technical services in the field of renewable energy; Information system integration service; Manufacturing of power electronic components; Power electronics technology services; Computer application and electronic equipment manufacturing; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies limited or prohibited by the state); Power supply; Electricity sales business; Sales, development and technical services of mobile energy storage vehicles and mobile power vehicles. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Licensed projects: Construction Engineering Design (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)
General projects: Engineering and technical research and test development; Repair of special equipment; R & D of energy recovery system; Biomass energy technology services; Research and development of emerging energy technologies; Sales of intelligent power transmission and distribution and control equipment (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
2. Ownership structure:
Name of shareholder subscribed capital contribution (10000 yuan) shareholding ratio
Jiangsu Daybright Intelligent Electric Co.Ltd(300670) 5,000 100%
3. Related relationship and credit status: Jiangsu Daye New Energy Technology Co., Ltd. is a wholly-owned subsidiary of the company, is not a dishonest executee, and has a good credit status
4. Main financial data of the latest year:
Unit: Yuan
Main financial data September 30, 2021 December 31, 2020
Total assets 12945923.86 10835208.96
Net assets 6720143.47 8396255.68
Total liabilities 6225780.39 2438953.28
Including: total bank loans --
Total current liabilities 6225780.39 2438772.46
Total amount of contingencies (guarantee, litigation, arbitration) --
Main financial data September 30, 2021 December 31, 2020
Operating income --
Total profit -2106434.48 -998402.65
Net profit -1659174.71 -757016.98
Asset liability ratio 48.09% 22.51%
3、 Main contents of the guarantee agreement
According to the information provided by the company to Hailong 10 (Tianjin) Leasing Co., Ltd. (hereinafter referred to as "Hailong 10" or "creditor") which is the holder of Huajing 01 (identification number: cn20176239143, Hua Jing 01) and Huajing 02 (identification number: cn20181308196, Hua Jing 02) The guarantee letter issued by Hailong 11 (Tianjin) Leasing Co., Ltd. (hereinafter referred to as "Hailong 11" or "creditor"), the main contents of this guarantee are as follows:
1. Contracts and letters agreed and known by the guarantor
The guarantor Jiangsu Daye Intelligent Electric Co., Ltd. (Unified Social Credit Code: 91320000588414609p, hereinafter referred to as the "guarantor") confirms that it knows and agrees to all terms and contents of the following contracts and letters:
(1) The guarantor, the wholly-owned subsidiary of the guarantor, Daye new energy Cmhi181-1 ship sales contract and cmhi181-2 ship sales contract (Contract No.: cmhi 235 and cmhi 236, hereinafter referred to as the ship sales contract) mentioned in the minutes of meeting on cmhi181-1 & 2 project jointly signed by China Merchants Industry Group Co., Ltd. and other parties Cmhi181-1 memorandum of ship sales contract (No.: cmhi 235-mou001), cmhi181-2 memorandum of ship sales contract (No.: cmhi 236-mou001) and notice of termination;
(2) Debt confirmation and payment commitment letter issued by Jiangsu Gulf Electric Technology Co., Ltd;
(3) Three party supplementary agreement to cmhi181-1 ship sales contract signed by Daye new energy, Huajing zero one and Hailong 10; The tripartite supplementary agreement of cmhi181-2 ship sales contract (hereinafter referred to as the tripartite agreement) signed by Daye new energy, huajing-02 and Hailong 11.
2. Secured obligations
The guarantor shall provide irrevocable joint and several liability guarantee for the debts of gyie new energy under and related to the following contracts and documents (hereinafter referred to as "guaranteed debts"):
(1) Liabilities, obligations and responsibilities of Daye new energy under and related to the minutes of meeting; (2) The debts, obligations and liabilities of Daye new energy under and related to the ship sales contract and the tripartite agreement;
(3) The debts, obligations and responsibilities of Daye new energy under and related to the ship crane reconstruction contract mentioned in Article 5 of the tripartite agreement.
(4) Under the above items (1) - (3) of Article 2 of this letter of guarantee, the debtor shall pay all the corresponding interest, penalty interest, liquidated damages, damages and the expenses for your company to realize the main creditor's rights (including but not limited to legal fees, preservation fees, lawyer's fees, execution fees, evaluation fees, auction fees, notarization fees, registration fees, travel expenses, communication fees), etc.
3. The guarantor guarantees and promises that once the tripartite agreement comes into force, upon the request of the creditor, the guarantor will immediately bear the guarantee liability in full and pay the guaranteed debt payable by the debtor in full.
According to the fund payment arrangement of the company's major asset restructuring and the subsequent ship reconstruction plan, the total amount of this guarantee does not exceed RMB 80 million. The guarantee period is until the last day of Daye new energy's rent and the remaining financial lease payment are paid.
4、 Opinions of the board of directors
After deliberation, the board of directors agreed that in order to ensure the smooth progress of the company's major asset restructuring, the company would provide irrevocable joint and several liability guarantee for the debts, obligations and liabilities under the relevant contracts and documents signed by the wholly-owned subsidiary gyie new energy in the process of this major asset restructuring, and sign the letter of guarantee, According to the fund payment arrangement of the company's major asset restructuring and the subsequent ship reconstruction plan, the total amount of this guarantee does not exceed 80 million yuan, and the guarantee period is until the last rent payment of Daye new energy. The object of this guarantee is the wholly-owned subsidiary included in the company's consolidated statements. During the guarantee period, the company has the ability to control its operation and management risk, and the financial risk is within the company's control. The guarantee provided by the company is in line with the overall interests of the company and will not have an adverse impact on the company. There is no violation of relevant laws and regulations and the articles of association.
5、 Accumulated external guarantees and overdue guarantees
After the guarantee is provided, the guarantee amount provided by the company to its subsidiaries is 1320 million yuan, accounting for 142.51% of the audited net assets of 926255148.10 yuan in 2020. As of the disclosure date of this announcement, the balance of guarantees actually incurred and being performed between the company and its subsidiaries is 30 million yuan, accounting for 3.24% of the audited net assets of 926255148.10 yuan in 2020. In addition to the above guarantees, the company and its subsidiaries have no other external guarantees being performed. The company has no overdue guarantee, no guarantee amount involved in litigation, and the amount of loss due to the judgment of losing the guarantee.
6、 Documents for future reference
1. Jiangsu Daybright Intelligent Electric Co.Ltd(300670) resolution of the 14th meeting of the third board of directors;
2. Letter of guarantee issued by the company to creditors;
3. Cmhi181-1 tripartite supplementary agreement of ship sales contract and cmhi181-2 tripartite supplementary agreement of ship sales contract.
It is hereby announced.
Jiangsu Daybright Intelligent Electric Co.Ltd(300670) board of directors
January 23, 2022
