Stock Name:铜峰电子
Stock code:600237
Securities code: 600237 Securities abbreviation: Tongfeng Electronic Announcement number: Lin 2022-007
Anhui Tongfeng Electronics Co., Ltd. on the estimated 2022 for the wholly-owned and controlling subsidiaries to provide a guarantee limit announcement
The board of directors and all the directors of the Company warrant that there is no false record, misleading statement or material omission in the content of this announcement, and bear individual and joint liability for the authenticity, accuracy and completeness of the content.
Important content Tips:
● Guaranteed: Wholly-owned and holding subsidiaries of Anhui Tongfeng Electronics Co., LTD. (hereinafter referred to as the "Company or the Company") : Wenzhou Tongfeng Electronic Materials Co., LTD., Anhui Tongfeng World Trade Import and Export Co., LTD., Tongling Fenghua Electronic Co., LTD., Anhui Tongai Electronic Materials Co., LTD.
● The amount of the guarantee and the actual balance of the guarantee provided for it: the company is expected to provide a comprehensive credit guarantee with a total limit of no more than RMB 20,000 yuan for the wholly-owned and controlling subsidiaries in the next year, which is used for the guarantee of working capital loans, bank acceptance and letter of guarantee and other working capital turnover business types of the wholly-owned and controlling subsidiaries. Up to now, the company provides guarantee balance for each subsidiary: Wenzhou Tongfeng Electronic Materials Co., LTD. 5.5 million yuan, Anhui Tongfeng Shimao Import and Export Co., LTD. 0 million yuan, Tongling Fenghua Electronic Co., LTD. 18 million yuan, Anhui Tongai Electronic Materials Co., LTD. 0 million yuan.
● The guarantee whether there is a counter-guarantee: the holding subsidiary Tongling Fenghua Electronics Co., LTD., Anhui Tongai Electronic Materials Co., Ltd. will be in guarantee implementation, for the company issued a counter-guarantee commitment letter.
Total external guarantee: 23.5 million yuan (excluding this guarantee)
● External guarantee overdue cumulative number: none
I. Overview of the guarantee situation
In order to meet the production and operation needs of the relevant wholly-owned and controlling subsidiaries, based on their business needs and credit plan, the Company expects that in the next one year, For Wenzhou Tongfeng Electronic Materials Co., LTD. (hereinafter referred to as "Wenzhou Tongfeng"), Anhui Tongfeng Shimao Import and Export Co., LTD. (hereinafter referred to as "Tongfeng Shimao"), Tongling Fenghua Electronics Co., LTD. (hereinafter referred to as "Fenghua Electronics") and Anhui Tongai Electronic Materials Co., LTD. (hereinafter referred to as "Tongai Electronics"), the total quota is not more than RMB 20,000 yuan Comprehensive credit guarantee is used for the guarantee of working capital revolving business types such as working capital loans, bank acceptance and letter of guarantee issued by subsidiaries. The Company expects to provide guarantees for its wholly owned and controlled subsidiaries in the coming year as follows:
Name of the entity guaranteed |
Guarantee limit (ten thousand yuan) |
Equity ratio (%) |
Wenzhou Tongfeng Electronic Materials Co., LTD |
2,000 |
100 |
Anhui Tongfeng World Trade Import and Export Co. LTD |
8,000 |
100 |
Tongling Fenghua Electronics Co., LTD |
5,000 |
98.76 |
Anhui Tongai Electronic Material Co., LTD |
5,000 |
75 |
total |
20,000 |
/ |
After the approval of the above security matters by the board of Directors of the Company, all security matters occurring within the scope of the aforementioned security amount within the authorization period will not be submitted to the Board of directors for deliberation. The chairman of the company shall sign and approve the relevant security matters occurring within the scope of the aforementioned security amount and sign the relevant security documents. This authorization guarantee shall be valid for one year from the date of approval by the Board of Directors.
On February 11, 2022, the ninth meeting of the ninth Board of Directors of the Company deliberated and approved the Proposal on the expected amount of guarantee for wholly-owned and controlling subsidiaries in 2022. The independent director of the company expressed independent opinions on the proposal. The independent director believed that the forecast and authorized matters were in line with the provisions of relevant laws, regulations, normative documents and the Articles of Association, in line with the business development needs of subsidiaries, and conducive to improving the operating efficiency of the company. All the guaranteed companies are within the scope of consolidated statements of the company. Their credit standing is good, and the guarantee risks are under control. There is no harm to the interests of the company and its shareholders, especially the minority shareholders. The independent directors agreed to the Motion Regarding Guarantees for wholly-owned and majority-owned Subsidiaries expected in 2022.
According to the relevant provisions of the Articles of Association, the guarantee provided by the company does not exceed the authority of the board of directors for examination and approval, and does not need to be submitted to the general meeting of shareholders for approval.
Ii. Basic Information of the Guaranteed
(1) Wenzhou Tongfeng
1. Company name: Wenzhou Tongfeng Electronic Materials Co., LTD
2. Registered capital: 35 million RMB
3. Legal Representative: Lin Zheng
4. Type of company: limited liability company (sole legal person invested or held by no natural person)
5. Date of establishment: August 24, 2001
6. Business Scope: Production and sales of metallized films and related electronic materials.
7. Address: Dongmeng Industrial Zone, Wuniu Town, Yongjia County, Wenzhou City, Zhejiang Province
8. Main financial indicators
As of September 30, 2021, the company's total assets are RMB 64,304,400 yuan, total liabilities RMB 21.260,600 yuan, owners' equity RMB 43.043,400 yuan, operating income RMB 34.978,800 yuan and net profit RMB 1,324,100 yuan from January to September 2021 (the above data is unaudited). As of December 31, 2020, the audited total assets of Wenzhou Tongfeng are 64,334,100 yuan, total liabilities are 2,614,700 yuan, and owners' equity is 41,719,300 yuan. In 2020, the operating income is 39,082,600 yuan, and the net profit is 1,330,300 yuan.
The company's interest in Wenzhou Tongfeng is 100%.
(2) Copper Peak Trade Center
1. Company name: Anhui Tongfeng World Trade Import and Export Co., LTD
2. Registered capital: 40 million RMB
3. Legal Representative: Bao Junhua
4. Type of company: limited liability company (sole legal person invested or held by no natural person)
5. Date of establishment: April 29, 2008
6. Business scope: self-operated and agent import and export trade of all kinds of commodities and technologies, import, processing, compensation trade of electronics, chemical industry, machinery equipment, auto parts (except import and export commodities and technologies restricted or prohibited by the state, involving licenses or special approval with valid certificates).
7. Address: No.399, West Section of Cuihu Third Road, Tongling City, Anhui Province
8. Main financial indicators
As of September 30, 2021, the total assets of Tongfeng World Trade Group are RMB 54,044,400, total liabilities are RMB 37.529,800 and owners' equity is RMB 16,516,600. From January to September 2021, the company achieved operating revenue of 28,2,653,000 yuan and net profit of -9,047,900 yuan (data has not been audited). By December 31, 2020, the audited assets of Tongfeng World Trade Center totaled 14,432,0900 yuan, total liabilities 11,875.64 million yuan, and owner's equity 25.5645 million yuan. The company achieved operating income of 17,915900 yuan and net profit of -2,677,700 yuan in 2020.
The company's interest in Copper Peak World Trade Center is 100%.
(3) Feng Hua Electronics
1. Company Name: Tongling Fenghua Electronics Co., LTD
2. Registered capital: 50 million Yuan
3. Legal Representative: Bao Junhua
4. Company type: Other limited liability companies
5. Establishment date: December 16, 2002
6. Business scope: Development, production and sales of quartz crystal frequency devices, development, production and sales of electronic devices, self-support and agent import and export business of all kinds of commodities and technologies (except the commodities and technologies that are restricted or prohibited by the state).
7. Address: Tongfeng Industrial Park, Tongling Economic and Technological Development Zone, Anhui Province
8. Main financial indicators
As of September 30, 2021, the total assets of Fenghua Company are 9,515,800 yuan, total liabilities are 6,226,600 yuan, and owners' equity is 30.289,800 yuan. From January to September 2021, the company achieved operating income of 42.4060 million yuan and net profit of -2.5660 million yuan (data unaudited). As of December 31, 2020, the audited assets of Fenghua Company totaled 9,831, 100 yuan, the liabilities totaled 63,981,300 yuan, and the owners' equity totaled 32,849,800 yuan. In 2020, the company achieved a revenue of 35.6221 million yuan and a net profit of 939,100 yuan.
The company's interest in Feng Hua Electronics is 98.76%.
(4) Copper loves electrons
1. Company name: Anhui Tongai Electronic Materials Co., LTD
2. Registered capital: $20.2 million
3. Legal Representative: Bao Junhua
4. Company type: Limited liability company (Sino-foreign joint venture)
5. Establishment date: December 07, 2004
6. Business scope: Production and sales of BOPET films and other electronic materials for capacitors.
7. Address: Tongfeng Electronic Industrial Park, Tongling Economic and Technological Development Zone, Anhui Province
8. Main financial indicators
As of September 30, 2021, the company's total assets are 19,2,546,000 yuan, total liabilities are 13,705,300 yuan, owners' equity is 17,884,700 yuan, the operating income from January to September 2021 is 10,2,939,700 yuan, the net profit is 18,921,700 yuan (the above data is unaudited). As of December 31, 2020, the audited total assets of Tongai Electronics are 17,7760800 yuan, total liabilities are 17,841,800 yuan, and owners' equity is 159,9190 yuan. In 2020, the operating income is 11,693,300 yuan, and the net profit is 23,685,800 yuan.
Tongai Electronics is jointly invested by the company and Korea SKC Corporation, and the company has a 75% interest in Tongai Electronics.
Iii. Main contents of the guarantee Agreement
The additional guarantee agreement under this guarantee limit has not yet been signed. The main terms, actual guarantee amount, type and term, etc. shall be determined by the Company and its subsidiaries through negotiation with banks and other financial institutions within the aforesaid limit according to business needs.
Iv. Opinions of the Board of Directors
The Company provides the guarantee limit for its wholly-owned and controlling subsidiaries based on the actual needs of their daily operation. The guarantee is conducive to the daily operation of the wholly-owned and controlling subsidiaries and conforms to the overall interests and development strategy of the company. The above insured parties are wholly-owned and holding subsidiaries within the scope of consolidated statements of the company. The Company can effectively control the risks and decisions of their daily business activities and timely control their credit status. The Board of Directors agreed to the above security projections.
Other shareholders of the controlling subsidiaries Fenghua Electronics and Tongai Electronics cannot provide guarantee in proportion to their equity due to their small shareholding ratio and lack of conditions to provide guarantee. In order to effectively control the company's external guarantee risk, Fenghua Electronics and Tongai Electronics will issue a counter-guarantee commitment letter for the company when the guarantee is implemented, promising that if the company suffers losses due to the performance of the above guarantee obligations, it is willing to bear the counter-guarantee liability and provide full compensation.
5. The accumulative amount of external guarantees and the overdue amount of guarantees
Up to now, the company's total accumulative foreign guarantees are RMB 23.5 million (excluding this guarantee), accounting for 2.13% of the company's audited net assets in 2020. All the above guarantees are for the holding subsidiaries. The company shall not delay the external guarantee.
Vi. File directory for reference
A copy of the business license of the guaranteed company and the financial statement of the first period of the latest year;
This is to announce.