Stock Name:铜峰电子
Stock code:600237
Securities code: 600237 Securities abbreviation: Tongfeng Electronic Announcement Number: Lin 2022-024
Anhui Tongfeng Electronics Co., LTD
Announcement on the adjustment of the amount of guarantee between the holding subsidiaries
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 assume legal responsibility for the authenticity, accuracy and completeness of the content.
Name of Guarantor: wholly-owned subsidiary -- Anhui Tongfeng World Trade Import and Export Co., LTD
l The amount of this guarantee and the balance of the guarantee actually provided for it: The Company intends to transfer 50 million yuan of the unused guarantee limit of other holding subsidiaries to Anhui Tongfeng World Trade Import and Export Co., LTD., a wholly-owned subsidiary, within the guarantee limit approved by the Board of directors. Up to now, the guarantee balance provided by the company for Anhui Tongfeng World Trade Import and Export Co., Ltd. is 76.5 million yuan.
l Whether there is a counterguarantee in this guarantee: No
l Accumulative amount of overdue external guarantee: none
I. Overview of the guarantee situation
(1) Basic information of guarantee
Anhui Tongfeng Electronics Co., LTD. (hereinafter referred to as the "Company" or the "Company") intends to transfer 50 million yuan of the unused guarantee quota of other holding subsidiaries to Anhui Tongfeng World Trade Import and Export Co., LTD., a wholly-owned subsidiary, within the guarantee quota approved by the Board of Directors.
(2) Internal decision-making procedures for the performance of the guarantee
On February 11, 2022, the ninth meeting of the ninth Board of Directors of the Company deliberated and approved the Proposal on the amount of guarantee expected to be provided for wholly-owned and controlling subsidiaries in 2022. It agrees to provide the total quota for its holding subsidiaries Wenzhou Tongfeng Electronic Materials Co., LTD. (hereinafter referred to as "Wenzhou Tongfeng"), Tongling Fenghua Electronics Co., LTD. (hereinafter referred to as "Fenghua Electronics"), Anhui Tongai Electronic Materials Co., LTD. (hereinafter referred to as "Tongai Electronics") and Anhui Tongfeng Shimao Import and Export Co., LTD. (hereinafter referred to as "Tongfeng Shimao") The comprehensive credit guarantee of RMB 20,000 yuan is used for the guarantee of working capital revolving business types such as working capital loans, issuing bank acceptance bills and letters of guarantee of each holding subsidiary. The specific guarantee quota arrangement of each holding subsidiary is as follows:
Name of the entity guaranteed |
Guarantee limit (ten thousand yuan) |
Equity ratio (%) |
Wenzhou Tongfeng |
2,000 |
100 |
Fung wah Electronics |
5,000 |
98.76 |
Copper loves electron |
5,000 |
75 |
Copper peak trade |
8,000 |
100 |
total |
20,000 |
/ |
According to the relevant provisions of the Articles of Association, the above guaranty shall not exceed the approval authority of the board of directors, and shall not be submitted to the general meeting of shareholders for approval. After the approval of the company's board of directors, all guarantee matters occurring within the scope of the guarantee limit 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 guarantee matters occurring within the scope of the guarantee limit and sign the relevant guarantee documents. This authorization guarantee shall be valid for one year from the date of approval by the Board of Directors (please refer to the announcement disclosed by the Company on the website of Shanghai Stock Exchange and the Company's media on February 12, 2022 for details).
(3) Basic information of the estimated guarantee
Unit: Ten thousand Yuan
guarantor |
The secured party |
Shareholding ratio of the guarantor |
Ratio of assets and liabilities of the secured party in the latest period |
Guarantee the balance as of now |
This new amount of guarantee |
The proportion of the guarantee quota to the net assets of the listed company in the latest period |
Estimated life of guarantee |
Collateral or not |
Whether there is a counter-guarantee |
I. The guarantee expectation for the holding subsidiary |
|||||||||
A holding subsidiary with an asset-liability ratio of less than 70% |
|||||||||
Copper peak electron |
Copper peak trade |
100% |
68.85% |
7,650 |
5,000 |
4.35% |
未知 |
否 |
无 |
(4) Adjustment of the amount of guarantee
According to the resolution of the ninth meeting of the ninth Board of Directors of the Company held on February 11, 2022, the Company agrees to provide comprehensive credit guarantee for its wholly-owned and controlling subsidiaries with a total amount not exceeding RMB 20,000 yuan. In view of the insufficient amount of guarantee available to Tongfeng WTO, in order to meet the business development and actual operation needs of subsidiaries, the company intends to transfer the unused amount of guarantee of its holding subsidiaries Wenzhou Tongfeng, Fenghua Electronics and Tongai Electronics to Tongfeng WTO within the amount of guarantee reviewed and approved by the Board of directors. The amount of guarantee adjustment is as follows:
Unit: Ten thousand Yuan
guaranteed |
Estimated total amount of guarantee |
The guarantee line has been used |
The guarantee line has not been used |
The amount of guarantee is adjusted this time |
Guarantee the total amount after adjustment |
The amount of guarantee can be used after adjustment |
Wenzhou Tongfeng |
2,000 |
550 |
1,450 |
-1,000 |
1,000 |
450 |
Fung wah Electronics |
5,000 |
2,300 |
2,700 |
-1,000 |
4,000 |
1,700 |
Copper loves electron |
5,000 |
1,600 |
3,400 |
-3,000 |
2,000 |
400 |
Copper peak trade |
8,000 |
7,650 |
350 |
5,000 |
13,000 |
5,350 |
total |
20,000 |
12,100 |
7,900 |
0 |
20,000 |
7,900 |
Ii. Basic Information of the Guaranteed
1. Company name: Anhui Tongfeng World Trade Import and Export Co., LTD
2. Unified social credit code: 91340700674235201N
3. Registered capital: RMB 10,000 million
4. Legal Representative: Bao Junhua
5. Type of company: limited liability company (sole legal person invested or held by no natural person)
6. Date of establishment: April 29, 2008
7. 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 of the business with valid certificates).
8. Address: No.399, West Section of Cuihu Third Road, Tongling City, Anhui Province
9. Relationship with the Company: Tongfeng World Trade Center is a wholly-owned subsidiary of the company, and the company owns 100% equity of Tongfeng World Trade Center.
10. Main financial indicators of the guaranteed:
Unit: Yuan
Financial index |
March 31, 2022 |
December 31, 2021 |
Total assets |
229,748,355.55 |
217,760,198.36 |
Total liabilities |
158,171,552.62 |
205,871,344.18 |
Among them: total bank loans |
10,000,000.00 |
0 |
Total current liabilities |
158,171,552.62 |
205,871,344.18 |
Net assets |
71,576,802.93 |
11,888,854.18 |
Financial index |
January-march 2022 |
From January to December 2021 |
Operating income |
116,274,629.84 |
228,493,372.77 |
Net profit |
-312,051.25 |
-13,675,621.10 |
The financial statements of the above one year and one period are detailed in the company's announcement on the website of Shanghai Stock Exchange on April 26, 2022.
Iii. Main contents of the guarantee Agreement
The new guarantee agreement under the guarantee limit of this adjustment has not yet been signed. The main terms, actual guarantee amount, type and term, etc., shall be determined by the Company and Tongfeng World Trade Organization through negotiation with banks and other financial institutions within the aforesaid limit according to business needs.
Fourth, the necessity and rationality of the guarantee
The wholly-owned subsidiary Tongfeng Shimao is currently mainly responsible for the import and export business of the company, as well as the import of raw materials, equipment and accessories required by the production of the company and the export business of products. This time, the guarantee quota for Tongfeng WTO will be mainly used to meet the company's demand for funds in the relevant import and export business of the agency of the company, so as to guarantee the needs of the company's production and operation, which is conducive to the stable operation of the company's production and operation.
V. Opinions of the Board of Directors
The Board of Directors believes that this adjustment of the company's guarantee amount is within the scope authorized by the Board of Directors, which supports the normal operation and development of the company and its subsidiaries and is conducive to the stable operation of the company's production and operation. The object of this guarantee adjustment is the wholly-owned subsidiary of the company, and the company has control over its operation, management, finance and other aspects. Relevant risks are controllable. There is no harm to the interests of the company and its shareholders, and there will be no adverse impact on the normal operation and business development of the company.
Vi. Accumulative quantity of external guarantees and overdue quantity of guarantees
Up to now, the total amount of external guarantees of the Company and its holding subsidiaries is 12.1 million yuan, accounting for 10.52% of the audited net assets of the Company attributable to the parent company in 2021. All the above guarantees are the guarantees of the Company to the holding subsidiaries. The company has no overdue external guarantee.
This is to announce.