证券代码：603191 证券简称：望变电气 公告编号：2025-038 重庆望变电气（集团）股份有限公司 关于 2025 年 7 月对外担保的进展公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： ? 担保对象及基本情况 云南变压器电气股份有限公司（以 被担保人名称 下简称"云变电气"） 本次担保金额 13,174.10 万元 担保对 象 实际为其提供的担保余额 46,531.34 万元 是否在前期预计额度内 ?是 □否 □不适用：_________ 本次担保是否有反担保 ?是 ?否 □不适用：_________ ? 累计担保情况 对外担保逾期的累计金额（万元） 0.00 截至 7 月末上市公司及其控股子 公司对外担保总额（万元） 对外担保总额占上市公司最近一 期经审计净资产的比例（%） □对外担保总额超过最近一期经审计净资产 （一）担保的基本情况 支行（以下简称"华夏银行昆明圆通支行"）签署《最高额保证合同》为全资子 公司云变电气与华夏银行昆明圆通支行签署《最高额融资合同》提供不超过最高 本金余额人民币 1 ...

Core Viewpoint - Tongwei Co., Ltd. has provided guarantees to its subsidiaries and associated companies, with a total guarantee amount of 4.08 billion RMB during the specified period, reflecting the company's strategy to support its business operations and maintain relationships with clients [2][3][11]. Summary by Sections Guarantee Overview - The company approved mutual guarantees among its subsidiaries and for clients at the 2025 annual general meeting, with a total authorized guarantee limit of 120 billion RMB for subsidiaries and 9 billion RMB for clients [7][8]. Guarantee Amounts and Balances - The total guarantee amount provided during the period was 4.08 billion RMB among subsidiaries, with an additional 30 million RMB for associated companies and 168 million RMB for clients by the agricultural guarantee company [3][10]. - As of July 31, 2025, the actual balance of mutual guarantees among subsidiaries was 438.62 billion RMB, with no overdue guarantees reported [5][12]. Risk Management - No counter-guarantees were established for the mutual guarantees among subsidiaries, while some guarantees for clients included specific counter-guarantee measures [4]. - The agricultural guarantee company reported overdue amounts of 1.674 million RMB, with ongoing recovery efforts for compensation amounts totaling 8.0174 million RMB [5][12]. Necessity and Reasonableness of Guarantees - The guarantees are deemed necessary to support the operational needs of subsidiaries and associated companies, with the company maintaining control over the associated risks [11][12]. - The guarantees for clients aim to enhance business development and strengthen long-term partnerships, with all clients being long-term partners capable of meeting their debt obligations [12].

元的连带责任保证担保；与上海浦东发展银行股份有限公司宁波分行分别签署 《最高额保证合同》，为宁波能源集团物资配送有限公司（以下简称"物资配送"）、 望江宁能热电有限公司（以下简称"望江热电"）在该行办理的综合授信业务分 别提供 25,000 万元和 5,000 万元的连带责任保证担保。上述担保不存在反担保 | | 或关联担保。 | | | | | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 被担 | | 担 | 保 | 被担保 | | 年度预 | | | 年 | 度 | 预 | | 债权人名称 | 本 | 月 | 担 | 本 | 次 | 担 | 本次担 | | 保 | | | | | | | | | | | | | | | | | | | | | | 保方 | | 方 | 持 | 方 3 | 月 | 计担保 | | | 计 | 最 | 高 ...

Overview - The company has authorized the provision of external guarantees for its subsidiaries to support their business operations for a period of 12 months, starting from the approval date by the shareholders' meeting [1][14]. Guarantee Situation - The board of directors approved the proposal to provide joint liability guarantees for subsidiaries based on operational needs within an authorized limit [1]. - The company’s wholly-owned subsidiary, Innovation Development, is authorized to provide mortgage guarantees using its assets within the specified limit and duration [1]. Guarantee Amount Details - The total guarantee amount for the subsidiaries is projected to be 40 million yuan for Zhejiang Shuyuan Trading Co., Ltd. and 30 million yuan for Hangzhou Yihe Network Co., Ltd. [2]. - The asset-liability ratio for Zhejiang Shuyuan Trading Co., Ltd. is 91.60%, and for Hangzhou Yihe Network Co., Ltd., it is 52.44% [2]. Financial Data - As of July 31, 2025, the total external guarantees provided by the company and its subsidiaries amounted to 301.73 million yuan, which is 28.09% of the latest audited net assets [15]. - The company reported a total asset of 21,270.02 million yuan and total liabilities of 19,482.31 million yuan, resulting in a net asset of 1,787.71 million yuan [7]. Board Opinion - The board believes that the authorization of guarantees is beneficial for the subsidiaries to obtain necessary funding for business development, aligning with the overall interests of the company and providing good returns for shareholders [14].

Group 1 - The core point of the announcement is that the company has approved the use of idle raised funds for cash management, specifically allowing a maximum balance of RMB 50 million for investment in structured deposits with China Construction Bank [1][4] - The cash management agreement involves using idle funds to purchase structured deposits, with the principal managed internally by the bank and the returns linked to the performance of financial derivatives [2][3] - The cash management product is a principal-protected type, ensuring high safety and liquidity, and does not alter the intended use of the raised funds, thereby safeguarding shareholder interests [3][4] Group 2 - The company has signed an irrevocable guarantee agreement to provide a joint liability guarantee for its wholly-owned subsidiary, Hainan Mingyang, for a fixed asset loan of RMB 40 million from China Merchants Bank [6][8] - The guarantee period extends from the effective date of the guarantee until the loan or other debts are due, plus an additional three years, with no counter-guarantee involved [8][11] - As of the announcement date, the total amount of external guarantees provided by the company and its subsidiaries is RMB 558.39625 million, which is 21.28% of the audited net assets attributable to the parent company for 2024 [12][13]

Group 1 - The company has approved a share repurchase plan using its own funds and a special loan for stock repurchase, with a total repurchase amount between RMB 25 million and RMB 50 million, and a maximum repurchase price of RMB 14 per share, adjusted to RMB 13.95 after the 2024 annual equity distribution [2][4] - As of July 31, 2025, the company had not yet implemented the share repurchase, but on August 1, 2025, it repurchased 206,300 shares at a price of RMB 9.69 per share, totaling RMB 1,999,047 excluding transaction fees [4][5] Group 2 - In July 2025, the company provided guarantees for its subsidiaries, including a maximum guarantee of RMB 30 million for the subsidiary Zero Eight One Group and RMB 10 million for another subsidiary, with a guarantee period of three years [9][10] - The company has a total external guarantee amount of RMB 1,269,243.77 million, which accounts for 86.58% of the latest audited net assets, with guarantees for subsidiaries totaling RMB 986,298.97 million, representing 67.28% of the latest audited net assets [23] Group 3 - The board of directors has approved the necessary guarantees for subsidiaries after careful consideration of their business development needs, ensuring that the risks are manageable [21][23] - The company has not provided guarantees for controlling shareholders or related parties, and there are no overdue guarantees [23]

Group 1 - The company provided a guarantee of up to RMB 120 million for its wholly-owned subsidiary, Yongzhen Technology (Wuhu) Co., Ltd., to support its comprehensive credit application with CITIC Bank [1][5] - The guarantee period for each debt is three years from the maturity date of the respective debt, and there is no counter-guarantee involved [4][5] - As of the announcement date, the total amount of guarantees provided by the company and its subsidiaries is RMB 320,625.28 million, which accounts for 85.47% of the company's latest audited net assets [8] Group 2 - The company’s board of directors approved the guarantee during meetings held on January 22, 2025, and February 18, 2025, with a total guarantee limit of RMB 220 million for the fiscal year 2025 [2] - An additional guarantee limit of up to RMB 210 million was approved on April 28, 2025, to support financing and credit needs for its subsidiaries [2] - The subsidiary, Yongzhen Wuhu, has a good credit status and is not classified as a dishonest executor, indicating its ability to meet debt obligations [3][5]

Core Viewpoint - Shanghai Aiyu New Energy Co., Ltd. has signed a guarantee contract with the Export-Import Bank of China, Zhejiang Branch, providing a joint liability guarantee of 140 million yuan for its subsidiary, Zhejiang Aiyu Solar Technology Co., Ltd. [2][4] Group 1: Guarantee Details - The guarantee amount provided is 140 million yuan [2][4] - The total external guarantee limit for the company in 2025 is set at 36.2 billion yuan, valid until the annual shareholders' meeting [3][4] - As of the announcement date, the cumulative guarantees provided by the company and its subsidiaries amount to 23.881 billion yuan, which is within the authorized limit [3][5] Group 2: Guarantee Agreement Content - The creditor is the Export-Import Bank of China, Zhejiang Branch, and the debtor is Zhejiang Aiyu Solar Technology Co., Ltd. [4] - The guarantee covers all debts owed by the debtor to the creditor, including principal, interest, penalties, and other related costs [4] - The guarantee period is three years from the maturity of the main contract [4] Group 3: Company Financial Health - The total amount of guarantees provided by the company represents 671.90% of the latest audited net assets [5] - The actual debt balance under the guarantees is 14.314 billion yuan [5] - There are no overdue guarantees as of the announcement date [6]

Core Viewpoint - Sichuan Changhong Electric Co., Ltd. has announced the progress of external guarantees for the year 2025, detailing the amounts and conditions of guarantees provided to various subsidiaries and related companies [1][2][3] Summary by Relevant Sections Guarantee Overview - The company has provided guarantees totaling 30 million yuan to 081 Electronic Group Sichuan Honglun Machinery Co., Ltd. [1] - A guarantee of 100 million yuan has been provided to 081 Group [1] - A guarantee of 500 million yuan has been provided to Sichuan Changhong Jiahua Information Products Co., Ltd. and its subsidiaries, with a total guarantee balance of 177,574.80 million yuan [1][2] - A guarantee of 500,000 USD has been provided to Changhong Jiahua (Hong Kong) Information Products Co., Ltd. [1] Cumulative Guarantee Situation - The total amount of external guarantees provided by the company and its subsidiaries is 1,269,243.77 million yuan, accounting for 86.58% of the company's latest audited net assets [13] - The total guarantees to subsidiaries amount to 986,298.97 million yuan, which is 67.28% of the company's latest audited net assets [13] - There are no overdue guarantees reported [13] Internal Decision-Making Process - The company’s board of directors approved the guarantees during meetings held on June 5, 2025, and November 4, 2024, ensuring compliance with legal and regulatory requirements [5][12] - The guarantees are intended to support the development of subsidiaries and are within the approved limits [12][13] Financial Data of Guaranteed Entities - 081 Electronic Group Sichuan Honglun Machinery Co., Ltd. has total assets of 36,853.03 million yuan and a net profit of 209.52 million yuan [7] - 081 Group has total assets of 285,051.94 million yuan and a net profit of -2,493.81 million yuan [9] - Sichuan Changhong Jiahua Information Products Co., Ltd. has total assets of 1,039,577.95 million yuan and a net profit of 8,922.70 million yuan [10] - Changhong Jiahua (Hong Kong) Information Products Co., Ltd. has total assets of 102,302.58 million yuan and a net profit of 128.75 million yuan [10]

Summary of Key Points Core Viewpoint - The company has announced a guarantee of RMB 400 million for its wholly-owned subsidiary, Hainan Mingyang, to support its project financing needs [1][5][6]. Group 1: Guarantee Details - The guarantee amount provided to Hainan Mingyang is RMB 400 million, which is within the previously estimated limit [1][2]. - There is no counter-guarantee associated with this guarantee [1]. - The total amount of external guarantees provided by the company and its subsidiaries is RMB 2,618.696 million, accounting for 9.98% of the company's audited net assets for 2024 [6]. Group 2: Internal Decision-Making Process - The guarantee was approved during the 19th meeting of the third board of directors on April 24, 2025, and at the annual general meeting on May 21, 2025 [2]. - The approval for the guarantee is valid for 12 months from the date of the annual general meeting [2]. Group 3: Subsidiary Information - Hainan Mingyang is a wholly-owned subsidiary of the company, established on February 3, 2021, with a registered capital of RMB 30 million [3]. - The main business activities of Hainan Mingyang include software development, marine engineering equipment manufacturing, and new energy technology research and development [3]. Group 4: Necessity and Reasonableness of the Guarantee - The guarantee is deemed necessary to meet the project construction needs of Hainan Mingyang and aligns with the company's overall interests and development strategy [5][6]. - The board of directors believes that the guarantee will not pose risks to the company or its shareholders [6].