Overview - Chengdu Xiling Power Technology Co., Ltd. has provided a guarantee for its subsidiary Chengdu Xiling New Energy Technology Co., Ltd. for a loan of RMB 10 million from Chengdu Bank [2][4]. Group 1: Guarantee Details - The guarantee is part of the authorized limit from the 2024 third extraordinary general meeting regarding financing for subsidiaries, thus does not require further approval from the board or shareholders [2]. - The guarantee covers the loan principal, interest, and any related costs, including legal fees and other expenses incurred in enforcing the guarantee [4][5]. - The guarantee period is set for three years from the maturity date of the principal debt, with specific conditions for early termination or extension [5]. Group 2: Subsidiary Information - Chengdu Xiling New Energy Technology Co., Ltd. was established on December 20, 2019, with a registered capital of RMB 10 million and is primarily engaged in the research, manufacturing, and sales of turbochargers and related products [3]. - The company is indirectly 70% owned by Chengdu Xiling Power Technology Co., Ltd. and is not listed as a dishonest executor [3]. Group 3: Financial Status and Risk Assessment - As of the announcement date, the total amount of external guarantees provided by the company is RMB 98.5 million, which accounts for 5.93% of the latest audited net assets, with no overdue guarantees or litigation-related guarantees reported [7]. - The board believes that the financial risks associated with the guarantee are manageable, given the high ownership stake and control over the subsidiary's operations and cash flow [6].

Group 1 - The core viewpoint of the news is that Xiling Power (300733) has experienced a decline in stock price and significant net outflow of funds, despite showing positive growth in revenue and net profit in its latest quarterly report [1][3] - As of August 14, 2025, Xiling Power's stock closed at 21.86 yuan, down 3.57%, with a turnover rate of 7.75% and a trading volume of 174,900 hands, amounting to 389 million yuan [1] - The company reported total revenue of 388 million yuan for the first quarter of 2025, a year-on-year increase of 0.29%, and a net profit attributable to shareholders of 21 million yuan, a year-on-year increase of 107.58% [1] Group 2 - The company has a current ratio of 1.135, a quick ratio of 0.777, and a debt-to-asset ratio of 47.49% [1] - Xiling Power has made investments in 6 companies and participated in 22 bidding projects, indicating active engagement in business expansion [2] - The company holds 89 patents and has 1 trademark, along with 73 administrative licenses, showcasing its commitment to innovation and compliance [2]

Group 1 - The core point of the announcement is that Xiling Power (300733) has disclosed its total external guarantees amounting to 98.50 million yuan, which represents 5.93% of the company's most recent audited net assets [1] - The company confirms that there are no overdue guarantees, no guarantees involved in litigation, and no losses incurred due to judgments against guarantees [1]

Group 1 - The core revenue composition of Xiling Power for the year 2024 is as follows: automotive engine parts account for 90.11%, aviation parts account for 7.16%, and other components account for 2.73% [1] Group 2 - As of the announcement date, Xiling Power has a total external guarantee amounting to 98.5 million yuan, which represents 5.93% of the company's most recent audited net assets [3] - The company has no overdue guarantees, no guarantees involved in litigation, and has not been ordered to bear losses due to guarantee-related judgments [3]

Summary of Key Points Core Viewpoint - Chengdu Xiling Power Technology Co., Ltd. has provided a guarantee for a loan of 10 million RMB to its subsidiary Chengdu Xiling New Energy Technology Co., Ltd., which is part of the company's strategy to support its financing needs and promote business development [1][2]. Group 1: Guarantee Overview - The company signed an agreement with Chengdu Bank to provide a guarantee for a loan of 10 million RMB for its subsidiary [1]. - This guarantee falls within the authorized limit set by the third extraordinary general meeting of shareholders in 2024 and does not require further approval from the board or shareholders [1]. Group 2: Subsidiary Information - Chengdu Xiling New Energy Technology Co., Ltd. was established on December 20, 2019, with a registered capital of 10 million RMB [1]. - The company is primarily engaged in the research, manufacturing, and sales of turbochargers, precision castings, and other mechanical and electronic products [1]. Group 3: Financial Indicators - As of the latest reporting period, the subsidiary's total assets were 105.72 million RMB, with total liabilities of 95.20 million RMB, resulting in a net asset value of 10.52 million RMB [1]. - The asset-liability ratio stands at 90.05%, indicating a high level of leverage [1]. Group 4: Guarantee Details - The guarantee covers various types of debts, including principal, interest, and related fees, ensuring comprehensive coverage for the loan [1][2]. - The guarantee period is set for three years from the date of the last debt payment or from the date of any early termination of the debt [2]. Group 5: Board Opinion - The board believes that providing this guarantee is justified due to the company's significant control over the subsidiary and its ability to manage financial risks effectively [3]. - The rapid development and good asset quality of the subsidiary's turbocharger business mitigate major guarantee risks, aligning with the overall interests of the company and its shareholders [3]. Group 6: External Guarantee Status - As of the announcement date, the total amount of external guarantees provided by the company is 98.50 million RMB, which is 5.93% of the latest audited net assets [3]. - The company has no overdue guarantees or any legal disputes related to guarantees [3].

证券代码：300733 证券简称：西菱动力 公告编号：2025-063 成都西菱动力科技股份有限公司 关于为控股孙公司融资提供担保的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记 载、误导性陈述或重大遗漏。 一、担保情况概述 成都西菱动力科技股份有限公司（简称"公司"或"保证人"）于近日与成都 银行股份有限公司（简称"成都银行"或"债权人"）签订协议，为控股孙公司成 都西菱新动能科技有限公司（简称"西菱新动能"或"被保证人"）借款人民币 1,000 万元提供保证担保。 该担保属于 2024 年第三次临时股东大会《关于为子公司融资提供担保的议案》 预计担保额度的授权范围，无须提交公司董事会或股东大会审议。 二、被担保人基本情况 1. 被担保人基本信息 名称：成都西菱新动能科技有限公司 成立日期：2019 年 12 月 20 日 住所：四川省成都市大邑县晋原镇大安路 368 号 法定代表人：魏晓林 注册资本：1,000.00 万元人民币 西菱新动能系公司控股孙公司(间接持股比例 70%），不属于失信被执行人。 三、担保事项的主要内容 1. 为保证债权人债权的实现，保证人为债权人与债务人 ...

Meeting Overview - The third extraordinary general meeting of shareholders was held on August 13, 2025, with a total of 220 shareholders present, representing 140,487,590 shares, which is 46.3523% of the total voting shares [2][3][20] - The meeting was convened by the board of directors and chaired by the chairman, Mr. Wei Xiaolin [3][18] Voting and Resolutions - No resolutions were rejected during the meeting, and all proposals were approved [2] - The following key resolutions were passed: - **Increase of Capital to Subsidiary**: The proposal to increase capital by 171.942 million yuan to the subsidiary Chengdu Xiling New Energy Technology Co., Ltd. was approved, with 99.9351% of votes in favor [4][25] - **Acquisition of Minority Shares**: The proposal for the full subsidiary Chengdu Xiling Power Components Co., Ltd. to acquire minority shares in Chengdu Xiling New Energy Technology Co., Ltd. for 1.010 million yuan was approved, with 99.9355% of votes in favor [5][27] - **Waiver of Preemptive Rights**: The proposal to waive preemptive rights for the transfer of shares in Chengdu Xiling New Energy Technology Co., Ltd. was approved, with 99.5275% of votes in favor [7][29] - **Cancellation of Supervisory Board**: The proposal to cancel the supervisory board and amend the company’s articles of association was approved, with 99.9270% of votes in favor [9][32] Legal Compliance - The meeting's procedures, attendance, and voting processes were confirmed to be in compliance with the Company Law, Securities Law, and the company's articles of association by the legal counsel from Beijing Deheng Law Firm [11][35]

Group 1 - The core point of the article is that Xiling Power announced the convening of its third extraordinary general meeting of shareholders in 2025, which took place on August 13, 2025, to review and approve several proposals, including a capital increase to its controlling subsidiary through a wholly-owned subsidiary [2] Group 2 - The meeting included the approval of the proposal regarding the capital increase to the controlling subsidiary, indicating a strategic move to strengthen its financial position and support growth initiatives [2] - The announcement reflects the company's ongoing efforts to enhance its operational capabilities and align with its long-term business objectives [2] - The decision to conduct related party transactions suggests a focus on optimizing resource allocation within the company's structure [2]

Core Viewpoint - The legal opinion from Beijing Deheng Law Firm confirms that the convening and conducting of the Chengdu Xiling Power Technology Co., Ltd. 2025 Third Extraordinary General Meeting of Shareholders complies with relevant laws and regulations, ensuring the legality and validity of the meeting and its resolutions [1][11]. Group 1: Meeting Procedures - The meeting was convened by the company's board of directors, and the notice was published in various financial newspapers, with a notice period of 15 days before the meeting [4]. - The meeting took place on August 13, 2025, at the specified location, and the actual time and place matched the notice [4][5]. - The network voting was conducted on the same day, with specific time slots for voting through the Shenzhen Stock Exchange systems [5]. Group 2: Attendance and Qualifications - A total of 220 shareholders and their proxies attended the meeting, representing 140,487,590 shares, which is 46.3523% of the total voting shares [6]. - The qualifications of the attendees, including shareholders and proxies, were verified, confirming their legitimacy [6][7]. - The meeting was attended by company directors, supervisors, and the board secretary, all of whom had the legal qualifications to participate [7]. Group 3: Voting Procedures and Results - The meeting utilized both on-site and online voting methods, with the voting results aligning with the agenda outlined in the notice [7][10]. - The voting results showed that 139,686,219 shares (99.9351%) were in favor of the proposals, with minimal opposition and abstentions [8][9]. - The resolutions passed during the meeting were confirmed to be in compliance with the relevant laws and regulations [10][11].

Meeting Details - The meeting was held on August 13, 2025, at 14:30, with network voting available from 9:15 to 15:00 on the same day [1][2] - A total of 220 shareholders attended, representing 140,487,590 shares, which is 46.3523% of the total voting shares [1][2] Voting Results - The shareholders approved a capital increase of 171.942 million yuan for the subsidiary Chengdu Xiling Power Components Co., Ltd., with 139,686,219 shares voting in favor, accounting for 99.9999% of the votes [2][3] - The approval included 2 million yuan for registered capital and 151.942 million yuan for capital reserves [2] Shareholder Voting Breakdown - Among minority shareholders, 33,970,673 shares voted in favor of the capital increase, representing 99.7338% of the minority votes [3][4] - The proposal to acquire minority shares in Chengdu Xiling New Energy Technology Co., Ltd. was also approved, with 140,396,910 shares voting in favor [3][4] Related Transactions - The company plans to acquire minority shares for a total of 1.010 million yuan, with specific amounts allocated to related parties [3][4] - A transfer of shares from director Luo Zhaojin to deputy general manager Wei Yongchun was approved, with a transaction value of 3.524 million yuan [5][6] Legal Compliance - The meeting and its proceedings were confirmed to comply with relevant laws and regulations, ensuring the legality of the resolutions passed [6]