Minsheng Securities Co., Ltd
About Crown Advanced Material Co.Ltd(688560)
Verification opinions on providing guarantee for joint-stock companies
Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” and “sponsor”) is a sponsor of Crown Advanced Material Co.Ltd(688560) (hereinafter referred to as ” Crown Advanced Material Co.Ltd(688560) ” and “company”) for initial public offering and listing on the science and innovation board, In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the measures for the continuous supervision of listed companies on the science and Innovation Board (for trial Implementation), Minsheng securities has carefully verified the matters that Crown Advanced Material Co.Ltd(688560) provides guarantees for joint-stock companies, and issued the following verification opinions:
1、 Overview of guarantee
(I) basic information of guarantee
Shenzhen Mingguan Investment Development Co., Ltd. (hereinafter referred to as “mingguan investment”), a wholly-owned subsidiary of the company, holds 70.00% equity of Xinghua CAITONG Venture Capital Management Co., Ltd. (hereinafter referred to as “Xinghua CAITONG”); Xinghua CAITONG holds 34.5714% of Ankang Xinghua new energy investment partnership (limited partnership) (hereinafter referred to as “Xinghua new energy”); Xinghua new energy holds 35.00% equity of Bochuang Hongyuan. Therefore, the company indirectly holds 8.47% equity of Bochuang Hongyuan.
Founded on August 8, 2018 with a registered capital of 100 million yuan, Bochuang Hongyuan is a high-tech enterprise integrating R & D, production and sales of lithium battery cathode materials and their raw materials. Its technical team is mainly a professional technical team composed of highly educated talents returning from overseas. The technical team has the core technology of automatic production of iron phosphate and lithium iron phosphate. At present, through the achievement transformation of Bochuang Hongyuan, it plans to build a production base of iron phosphate and lithium iron phosphate in Ankang. In order to support the normal capital demand for the development and construction of Bochuang Hongyuan project, improve the project financing efficiency and ensure the smooth operation of the project, the company plans to provide a guarantee with a total amount of no more than 30 million yuan for Bochuang Hongyuan to apply for a loan of 30 million yuan from banks and other financial institutions. Haina Baichuan, the shareholder of Bochuang Hongyuan, will provide the same amount of counter guarantee for the company. The specific guarantee amount The form and duration of guarantee shall be subject to the guarantee contract actually signed and occurred.
As this guarantee belongs to the guarantee provided by the company to its participating companies greater than the shareholding ratio of the company, in order to ensure the rights and interests of the company and prevent guarantee risks, other shareholders of Bochuang Hongyuan Haina Baichuan will provide the same amount of counter guarantee for the company’s guarantee.
(II) review procedure of performance
The company held the 22nd Meeting of the third board of directors and the 16th meeting of the third board of supervisors on January 25, 2022, and deliberated and adopted the proposal on providing guarantee for Bochuang Hongyuan new materials Co., Ltd. The independent directors expressed their independent opinions on this. According to the Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board and the articles of association, this item does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
1. Company name: Bochuang Hongyuan new material Co., Ltd
2. Unified social credit Code: 91610991ma70p8uq1p
3. Type: other limited liability companies
4. Legal representative: Zhao Jie
5. Registered capital: 100 million yuan
6. Date of establishment: August 8, 2018
7. Registered address: New Material Industrial Park, high tech Industrial Development Zone, Ankang City, Shaanxi Province
8. Business scope: R & D, production, processing and sales of lithium batteries and lithium battery raw materials; Production and sales of new carbon materials; Warehousing and logistics services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Main financial data of the last year:
Unit: Yuan
Main financial indicators December 31, 2021 September 30, 2021
Total assets 116460789.41 92363634.83
Total liabilities 52685437.50 30136515.02
Total bank loans 10000000.00 4652500.00
Total current liabilities 22023550.59 15460015.02
Net assets 63775351.91 62227119.81
Main financial indicators: January September 2021
Operating income 44966903.28 20220885.54
Net profit -1275951.51 -2824183.61
Audited no
Note: the above financial data have not been audited.
10. Equity structure: Xinghua new energy holds 35.00% equity of Bochuang Hongyuan, Shaanxi Ankang high tech Investment Management Co., Ltd. holds 35.00% equity of Bochuang Hongyuan, and Haina Baichuan holds 30.00% equity of Bochuang Hongyuan 00% equity; 11. Relationship with listed companies: Xinghua CAITONG is the executive partner of Xinghua new energy, holding 34.5714% of the capital contribution of Xinghua new energy; Mingguan investment, a wholly-owned subsidiary of the company, holds 70.00% equity of Xinghua CAITONG.
12. Introduction to Bochuang Hongyuan’s application for loan from the bank for construction projects
After years of research and exploration, the technical team of Bochuang Hongyuan has made remarkable research and development achievements in lithium battery cathode materials for new energy vehicles. In order to survive and develop the enterprise itself, we should seize the great opportunity of the vigorous development of new energy industry and expand, strengthen and optimize the enterprise, Build a production base project with an annual output of 20000 tons of iron phosphate and 20000 tons of lithium iron phosphate as the cathode material of lithium battery, improve the performance of iron phosphate and lithium iron phosphate, greatly reduce the cost and price of iron phosphate and lithium iron phosphate, and meet the demand for reducing the cost of lithium battery for new energy vehicles.
13. Major contingencies affecting the guaranteed’s solvency: Bochuang Hongyuan is in the period of business development and its business is developing rapidly, but its performance has not been fully released. There are risks of less than expected market development of lithium battery business, adjustment of industrial policies and uncertain future profits.
14. Situation of dishonest Executees: Bochuang Hongyuan does not belong to dishonest Executees.
15. Affiliated relationship between the guaranteed and the company: except for the equity investment relationship described in this announcement, the company has no other affiliated relationship with Bochuang Hongyuan.
3、 Main contents of the guarantee agreement
The above approved guarantee amount is the guarantee amount that the company can provide for Bochuang Hongyuan, and Haina Baichuan, the shareholder of Bochuang Hongyuan, will provide the same amount of counter guarantee for the company. The specific guarantee amount, guarantee form and term shall be subject to the guarantee contract actually signed and occurred.
At present, the above relevant guarantee agreement has not been signed.
4、 Reasons and necessity of guarantee
1. This time, the company provides guarantee for the financing of Bochuang Hongyuan, a joint-stock company, mainly to meet the capital needs for the development and construction of Bochuang Hongyuan project. In the process of external financing, the company provides corresponding guarantee at the request of financial institutions to support the operation and development of the joint-stock company, which is in line with the overall interests of the company and will not affect the normal operation of the company.
2. Bochuang Hongyuan’s main business products are iron phosphate and lithium iron phosphate. The development prospect of the industry is bright. Relying on the advantages of product technology research and development, Bochuang Hongyuan operates normally, has rapid business development and obvious income growth, which is conducive to giving full play to the synergy with the company’s lithium battery aluminum plastic film business, improving the company’s economies of scale and in line with the company’s strategic development plan, Commercially reasonable.
3. The company provides guarantee for Bochuang Hongyuan according to its financing needs. Other shareholders of Bochuang Hongyuan do not provide the same proportion of guarantee, but Haina Baichuan, other shareholders of Bochuang Hongyuan, will provide counter guarantee of the same amount for the guarantee of the company. After providing the guarantee, the company will pay close attention to the production, operation and financial status of the guaranteed party, give early warning of possible debt risks and take corresponding measures to ensure the safety of the company’s property and funds.
5、 Opinions of the board of directors and independent directors
(I) deliberation opinions of the board of directors
On January 25, 2022, the company held the 22nd Meeting of the third board of directors, and considered and adopted the proposal on providing guarantee for Bochuang Hongyuan new materials Co., Ltd. with 8 affirmative votes, 0 negative votes and 0 abstention votes.
(II) opinions of the board of directors
1. Bochuang Hongyuan’s main business products are iron phosphate and lithium iron phosphate. The development prospect of the industry is bright. Relying on the advantages of product technology research and development, Bochuang Hongyuan operates normally, has rapid business development, obvious income growth, good financial condition, and the risk of guarantee provided by the company is controllable.
2. In order to meet the business development needs of the joint-stock company and reduce the financing cost of Bochuang Hongyuan, the company’s guarantee will be conducive to the smooth development of its business, promote its better business return and the realization of shareholders’ interests. Shenzhen Haina Baichuan Technology Co., Ltd., the shareholder of Bochuang Hongyuan, will provide counter guarantee of equivalent amount for the company’s guarantee. The board of directors agreed to this guarantee.
(III) prior approval and opinions of independent directors
1. Prior approval of independent directors: the guarantee complies with the provisions of national laws and regulations and the articles of association, and there is no damage to the interests of the company and shareholders. We agree to submit the proposal on providing guarantee for Bochuang Hongyuan new materials Co., Ltd. to the 22nd Meeting of the third board of directors for deliberation.
2. The independent directors believe that the company plans to provide guarantee for the joint-stock company, which is conducive to the operation and development of the joint-stock company and ensure the construction progress of the project. Other shareholders of the joint-stock company Haina Baichuan also provide the same amount of counter guarantee. After providing the guarantee, the company will pay close attention to the production, operation and financial status of the guaranteed party, give early warning of possible debt risks and take corresponding measures to ensure the safety of the company’s property and funds, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. We agree that the company will provide guarantee for the joint-stock company this time. 6、 Opinions of the board of supervisors
The board of supervisors of the company believes that the company plans to provide guarantee for the joint-stock company, which will not affect the normal operation of the company. Other shareholders of the joint-stock company Haina Baichuan also provide the same amount of counter guarantee, which can effectively control and prevent the guarantee risk. In conclusion, the board of supervisors agreed that the company would provide guarantee for the joint-stock company this time.
7、 Accumulated external guarantee amount and overdue guarantee amount
As of the disclosure date of this announcement, the total external guarantee of the company and its holding subsidiaries is 30 million yuan, which is to provide guarantee for the wholly-owned subsidiary Jiangxi mingguan lithium film technology Co., Ltd. to apply for 30 million yuan of financing credit exposure from Industrial Bank Co.Ltd(601166) , accounting for 2.26% and 1.73% of the company’s latest audited net assets and total assets.
After this guarantee is provided, the total external guarantee of the company and its holding subsidiaries is RMB 60 million (including this guarantee), accounting for 4.53% and 3.45% of the company’s latest audited net assets and total assets. The company and its holding subsidiaries do not have overdue guarantees or litigation guarantees.
8、 Verification opinions of the recommendation institution
After verification, the recommendation institution has no objection to the guarantee provided by the company for the joint-stock company.
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