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Securities code: 688019 Securities abbreviation: Anji Technology Announcement No.: 2023-025.
Anji Microelectronics Technology (Shanghai) Co., Ltd.
Announcement on Guarantees for Subsidiaries Expected to Be Provided in 2023
the company's board of directors and all directors to ensure that the contents of this announcement does not exist any false records, misleading statements or major omissions, and the authenticity, accuracy and completeness of the contents of the legal responsibility.
IMPORTANT CONTENT TIP:
Names of the guarantors: Ningbo Anji Microelectronics Technology Co., Ltd. (hereinafter referred to as "Ningbo Anji"), Ningbo Anji Equity Investment Co., Ltd. (hereinafter referred to as "Ningbo Anji Investment"), all of which are wholly-owned subsidiaries of Anji Microelectronics Technology (Shanghai) Co., Ltd. (hereinafter referred to as "the Company").
The amount of this guarantee and the balance of the guarantee actually provided for it: in 2023, the company will provide guarantees for the above subsidiaries with a total amount not exceeding RMB 300 million yuan. Among them, the guarantee amount of not more than RMB 150 million shall be provided to Ningbo Anji, and the guarantee amount of not more than RMB 150 million shall be provided to Ningbo Anji Investment. As of the disclosure date of this announcement, the company has actually provided a guarantee balance of RMB 0 yuan.
Whether there is a counter-guarantee for this guarantee: No.
The guarantee does not need to be submitted to the shareholders' meeting for consideration.
Overview of 1. guarantees
Basic information of (I) guarantee
In order to meet the operation and development needs of the subsidiaries and improve the efficiency of the company's decision-making, in 2023, the company intends to provide guarantees for the wholly-owned subsidiaries Ningbo Anji and Ningbo Anji Investment when applying for credit business.
No more than RMB 300 million yuan (of which, a guarantee amount of no more than RMB 150 million yuan is provided to Ningbo Anji and Ningbo Anji Investment respectively), and the guarantee methods include guarantee, mortgage, pledge, etc., and according to the following
The company's operating capacity, capital needs and market conditions and financing business arrangements are determined on a merit basis.
Financing methods.
The board of directors of the company authorizes the chairman of the company to organize the implementation according to the needs of the actual operation of the company.
The specific matters of providing guarantee shall be handled within the scope of the guarantee amount and relevant legal documents shall be signed. The guarantee amount and authorization shall be valid within 12 months after being deliberated and approved by the board of directors of the company.
Internal decision-making process for (II) fulfillment
The company held the 24th meeting of the second board of directors on April 10, 2023.
"On the 2023 year is expected to provide a guarantee for the subsidiary of the motion" independent directors on the guarantee matters issued a clear consent of the independent opinion. The above matters need not be submitted to the general meeting of shareholders for consideration.
2. basic information of the guarantor
(I) Ningbo Anji Microelectronics Technology Co., Ltd.
1. Date of Establishment: May 23, 2017
2. Registered Address: No.79 Qingshan Road, Chaiqiao Street, Beilun District, Ningbo City, Zhejiang Province
3. Legal Representative: Shumin Wang
4. Business scope: licensed items: hazardous chemicals business (projects subject to approval according to law can only be carried out after approval by relevant departments, and the specific business items shall be subject to the approval results). General items: research and development of electronic special materials; manufacturing of electronic special materials; sales of electronic special materials; sales of chemical products (excluding licensed chemical products); technical services, technology development, technology consultation, technology exchange, technology transfer, technology promotion; import and export of goods; technology import and export; import and export agents (except for projects that must be approved according to law, Carry out business activities independently with business license).
5, equity structure: Anji Microelectronics Technology (Shanghai) Co., Ltd. 100 shares.
6. Ningbo Anji Microelectronics Technology Co., Ltd. is not a dishonest person to be executed.
7. Main financial data:
As of December 31, 2022, Ningbo Anji had total assets of 257.9799 million yuan and total liabilities
It is 169.8922 million yuan and net assets are 88.0877 million yuan. In 2022, operating income was 3,715.42.
Ten thousand yuan, net profit is -23.4437 million yuan, net profit after deducting non-recurring profit and loss is -23.4585 million yuan. There are no material contingencies affecting the solvency of the guarantor. The above data have been included in the audit of the 2022 consolidated financial statements of the parent company, Anji Microelectronics Technology (Shanghai) Co., Ltd., which have been audited by KPMG Huazhen (Special General Partnership).
(II) Ningbo Anji Equity Investment Co., Ltd.
1. Date of Establishment: 2021-01-29
2. Place of registration: G0696, Area B, Room 401, Building 1, No. 88 Qixing Road, Meishan, Beilun District, Ningbo City, Zhejiang Province
3. Legal Representative: Shumin Wang
4. Business scope: general items: equity investment; (without the approval of financial and other regulatory authorities, it is not allowed to engage in financial business such as deposit absorption, financing guarantee, financial management on behalf of customers, collection (financing) of capital from the public) (except for projects that need to be approved according to law, carry out business activities independently according to the business license).
5, equity structure: Anji Microelectronics Technology (Shanghai) Co., Ltd. 100 shares.
6. Ningbo Anji Equity Investment Co., Ltd. is not a dishonest person to be executed.
7. Main financial data:
As of December 31, 2022, the total investment assets of Ningbo Anji were 153.2672 million yuan and liabilities
The total amount is 48.1684 million yuan and the net assets are 105.0988 million yuan. In 2022, net profit was
5.3027 million yuan, net profit after deducting non-recurring gains and losses is -232900 yuan. There are no material contingencies affecting the solvency of the guarantor. The above data have been included in the audit of the 2022 consolidated financial statements of the parent company, Anji Microelectronics Technology (Shanghai) Co., Ltd., which have been audited by KPMG Huazhen (Special General Partnership).
The main contents of the 3. security agreement.
The Company has not yet signed the relevant guarantee agreement, and the above-mentioned planned guarantee amount is only the amount of guarantee the Company intends to provide in 2023. The actual guarantee method, guarantee amount, guarantee period, guarantee rate and other contents shall be jointly negotiated and determined by the company and the loan bank and other financial institutions within the above-mentioned amount, and the relevant guarantee matters shall be subject to the officially signed guarantee documents.
Reasons for and Necessity of 4. Security
The above guarantee is to meet the development planning and production and operation needs of the company's wholly-owned subsidiaries, combined with the company's 2023 annual development plan, in line with the actual needs of the company's overall production and operation. The guaranteed objects are all wholly-owned subsidiaries within the scope of the company's consolidated financial statements, the guarantee risk is generally controllable, and there is no harm to the interests of the company and shareholders.
5. Board Opinion
The Board of Directors believes that the Company's estimate of the amount of guarantees for subsidiaries in 2023 has fully considered the Company's funding arrangements and actual needs, which is conducive to the full utilization and flexible allocation of the Company's resources, meeting the funding needs of wholly-owned subsidiaries and improving the Company's decision-making efficiency. The guaranteed objects are all within the scope of the Company's consolidated financial statements.
As a subsidiary, the guarantee risk is generally controllable and there is no harm to the interests of the Company and its shareholders, and the Board of Directors agrees with the Company's estimate of the guarantee amount for the subsidiary in 2023.
The independent directors believe that the company's 2023 guarantee quota for subsidiaries is in line with the actual needs of the company's production and operation, and is conducive to the continuous and steady development of the company's production and operation. The guaranteed objects are all wholly-owned subsidiaries within the scope of the company's consolidated statements. The company can effectively control related risks, and the decision-making procedures comply with relevant laws and regulations, and there is no situation that harms the interests of the company and minority shareholders. Therefore, we unanimously agree that the company's guarantee limit for subsidiaries in 2023 is expected.
Accumulated amount of external guarantee and overdue amount of 6. guarantee
As of the disclosure date of this announcement, the company and its wholly-owned subsidiaries do not provide guarantees for third parties, and there are no overdue guarantees and guarantees involving litigation.
It is hereby announced.
Anji Microelectronics Technology (Shanghai) Co., Ltd.
Board of Directors
April 12, 2003
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