Securities code: 002192 securities abbreviation: Youngy Co.Ltd(002192) Announcement No.: 2022-005 Youngy Co.Ltd(002192)
About 2022 as a holding subsidiary
Announcement on the expected guarantee amount
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Youngy Co.Ltd(002192) (hereinafter referred to as "the company") deliberated and adopted the proposal on the prediction of guarantee amount for holding subsidiaries in 2022 at the 24th Meeting of the seventh board of directors held on January 26, 2022. The company plans to provide the prediction of guarantee amount for holding subsidiaries in 2022. The relevant information is hereby announced as follows:
1、 Overview of guarantee
Based on the needs of production, operation and business development, the company plans to provide guarantee for the comprehensive bank credit of Sichuan changhehua lithium Technology Co., Ltd. (hereinafter referred to as "changhehua lithium") and Dongguan Derui precision equipment Co., Ltd. (hereinafter referred to as "Dongguan Derui") within the scope of consolidated statements, with a total guarantee amount of no more than 200 million yuan, The transaction contract shall be valid within one year from the date of approval by the general meeting of shareholders. The asset liability ratio of the above two subsidiaries does not exceed 70%.
The provision of financial assistance to the holding subsidiary has been deliberated at the 24th Meeting of the 7th board of directors held on January 26, 2022. The board of directors authorized the management of the company to be specifically responsible for handling matters related to this guarantee, including but not limited to confirming the actual guarantee amount, term, guarantee method and signing guarantee related documents within this limit.
Because other shareholders of Dongguan Derui did not provide the same conditions for Dongguan Derui according to the proportion of capital contribution, and the minority shareholders were related parties of the company, the company unilaterally provided the guarantee liability exceeding the shareholding proportion for the holding subsidiary Dongguan Derui, which constituted a related party transaction. The related directors Mr. LV Xiangyang, Mr. Zhang Shunxiang and Mr. Xie Yegen avoided voting. Independent directors have issued their prior approval opinions and agreed independent opinions. See http://www.cn.info.com.cn for details.
In accordance with the provisions of the stock listing rules, the guidelines for self regulatory supervision of listed companies and the articles of association, this proposal shall be submitted to the general meeting of shareholders for deliberation, and the affiliated shareholder Rongjie group and its persons acting in concert shall avoid voting when the general meeting of shareholders deliberates this proposal.
2、 Table of estimated guarantee amount
The details of the company's estimated guarantee amount for subsidiaries within the scope of consolidated statements in 2022 are as follows:
Whether the proportion of the new guarantee amount of the guaranteed party and the guaranteed party as of the current date is related to the shareholding ratio of the guaranteed party and the guaranteed party before the guarantee of the recent assets and the proportion of the net assets of the guarantee city company in the latest joint guarantee case liability ratio balance limit period
Changhe 80% 44.47% no company Huali 20000
Dongguan 10000 yuan 35.11%
55% 55.46% RMB 2000 yuan
3、 Basic information of the guaranteed
(I) changhehua lithium
Name: Su Kang, legal representative of Sichuan changhehua lithium Technology Co., Ltd
Registered capital: 56.99 million yuan, address: No.2, Fengming Road, Dujiangyan Economic Development Zone, Dujiangyan, Chengdu, Sichuan
Unified social letter 91510181663010701e establishment date: June 12, 2007
Business scope: research, production and sales of battery lithium carbonate, high-purity lithium carbonate, lithium iron phosphate, lithium manganate and lithium chloride products (excluding dangerous goods)
September 30, 2021 December 31, 2020
Total assets 12884.41 7785.95
Net assets 7154.11 5313.41
Total bank loans in the last year 0.00 0.00
The total current liabilities of main financial assets in the current period are 5730.30 2472.54
Business data (total amount of single contingencies) 0.00 0.00
(10000 yuan) from January to September 2021 to 2020
Operating income 25901.39 7626.29
Total profit 2004.76 -519.61
Net profit 1795.66 -404.52
Is it dishonest? Is the person being executed no
ownership structure
Youngy Co.Ltd(002192)
100%
Ganzi Rongda Lithium Industry Co., Ltd. Sichuan Xingding Xinyuan Technology Co., Ltd
80% 20%
Sichuan changhehua lithium Technology Co., Ltd
Note: the above financial data of 2020 have been audited, and the financial data from January to September 2021 have not been audited.
(II) Dongguan Derui
Name: Cai Zelin, legal representative of Dongguan Derui precision equipment Co., Ltd
The registered capital is 20 million yuan, and the domicile is Tonghui Road, Dongcheng science and Technology Industrial Park, Tongsha Dongcheng Street, Dongguan City
Unified social letter 91441900568282290n establishment date: January 28, 2011
The code is mainly engaged in the R & D, production and solution provision of lithium battery equipment, as well as the provision of lithium battery non-standard customized equipment and other related industries
September 30, 2021 December 31, 2020
Total assets 27575.08 15334.52
Net assets 12281.49 9685.49
Total bank loans in the last year 2000 1000
The total current liabilities of main financial assets in the current period are 15247.80 and 5649.02
Business data (total amount of single contingencies) 0.00 0.00
(10000 yuan) from January to September 2021 to 2020
Operating income 22904.94 11796.36
Total profit 2814.66 106.72
Net profit 2596.00 194.64
Is it dishonest? Is the person being executed no
ownership structure
Shenzhen Byd Company Limited(002594) Guangzhou Derui Enterprise Management Co., Ltd
Youngy Co.Ltd(002192) Lithium Battery Co., Ltd. partnership (limited partnership) 55% 32.5% 12.5%
Dongguan Derui precision equipment Co., Ltd
Note: the above financial data of 2020 have been audited, and the financial data from January to September 2021 have not been audited.
4、 Main contents of the guarantee agreement
The company plans to provide guarantee for the comprehensive bank credit of the two holding subsidiaries with asset liability ratio below 70% within the scope of the consolidated statements, with a total guarantee amount of no more than 200 million yuan. The guarantee contract is valid within one year from the date of approval by the general meeting of shareholders.
The guarantee agreement has not been signed yet. The specific guarantee agreement will be signed according to the financing needs of the holding subsidiary after being approved by the general meeting of shareholders. Other shareholders of holding subsidiaries do not provide guarantees with the same conditions according to the proportion of capital contribution.
The company will continue to perform the obligation of information disclosure in accordance with the provisions of the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines.
5、 Opinions of the board of directors
It is estimated that the guarantee amount provided this time is mainly to meet the needs of the subsidiaries' own production, operation and business development within the scope of the consolidated statements, which is conducive to the business development and fund-raising of the subsidiaries within the scope of the consolidated statements, and is in line with the overall interests of the company.
The company indirectly holds 80% equity of changhehua lithium and 55% equity of Dongguan Derui through a wholly-owned subsidiary. The company has effective control over the above-mentioned holding subsidiaries in terms of operation and management, finance, investment and financing, has the ability to fully grasp and monitor the cash flow of the guaranteed company, and the financial risk is within the effective control range of the company. Therefore, other shareholders did not provide guarantees with the same conditions according to the proportion of capital contribution. Moreover, the above-mentioned holding subsidiaries are in good operating condition, with sustainable operation ability and profitability, low asset liability ratio and strong solvency. The guarantee risk is controllable and there is no damage to the interests of the company.
To sum up, the board of directors agreed to provide guarantee for the holding subsidiaries within the scope of the consolidated statements, which is expected to be no more than 200 million yuan, and agreed to submit the matter to the general meeting of shareholders of the company for deliberation.
6、 Prior approval and independent opinions of independent directors
The independent directors of the company have expressed their independent opinions approved and agreed in advance on the expected matters of the guarantee, as follows:
(I) prior approval
"We believe that the guarantee amount provided by the company for the subsidiaries within the scope of the consolidated statements is to meet the business development and capital needs of the subsidiaries, help broaden the financing channels of the subsidiaries, promote the smooth implementation of the business plans of the subsidiaries, comply with the company's development strategy, and the guarantee risk is controllable, comply with the relevant provisions of relevant laws and regulations and the articles of association, and there is no damage to the listing The company and the rights and interests of minority shareholders.
We agree to submit this matter to the 24th Meeting of the 7th board of directors of the company for deliberation, and the related directors need to withdraw from voting. "
(II) independent opinions
"1. After verification, the guarantee amount provided by the company this time is based on the business development and capital needs of the holding subsidiaries within the scope of the consolidated statements, which is conducive to broadening the financing channels of the subsidiaries and promoting the economic growth of the subsidiaries
