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隆达股份: 国信证券股份有限公司关于江苏隆达超合金股份有限公司为下属全资子公司提供担保事项的核查意见
Zheng Quan Zhi Xing· 2025-08-01 16:10
Overview of the Guarantee - Jiangsu Longda Superalloy Co., Ltd. plans to provide an unconditional and irrevocable joint liability guarantee for its wholly-owned subsidiary, Singda Superalloy (Malaysia) Sdn. Bhd., to fulfill its obligations under a sales contract with SUMEC International Technology Co., Ltd. The total guarantee amount will not exceed RMB 120 million [2][4]. Internal Decision-Making Process - The board of directors approved the guarantee proposal during its tenth meeting, authorizing the chairman or authorized personnel to execute the decision and sign relevant legal documents. This guarantee does not require shareholder approval as it falls within the board's decision-making authority [2][4]. Financial Overview of the Guaranteed Entity - Singda Superalloy (Malaysia) Sdn. Bhd. has total assets of approximately RMB 5.27 billion and total liabilities of about RMB 503.45 million. The company reported a net profit of -54.64 million RMB for the year 2024 [3][4]. Necessity and Reasonableness of the Guarantee - The guarantee is deemed necessary to support the operational needs of the subsidiary and improve capital turnover efficiency. The company has a comprehensive understanding of the subsidiary's financial health and creditworthiness, making the risk manageable [3][4]. Board of Directors' Opinion - The board believes that the guarantee aligns with the company's operational development needs and does not harm the interests of the company or its shareholders. The company can effectively control the risks associated with the subsidiary's daily operations [3][4]. Cumulative External Guarantee Status - As of the disclosure date, the company and its subsidiaries have no external guarantees. After this guarantee, the total amount of guarantees to subsidiaries will represent 3.36% of the company's total audited assets and 4.44% of its net assets [4]. Sponsor's Verification Opinion - The sponsor confirms that the guarantee has been approved by the board and supervisory committee, fulfilling necessary approval procedures and complying with relevant regulations, ensuring no harm to the interests of the company and minority shareholders [4].
隆达股份: 国联民生证券承销保荐有限公司关于江苏隆达超合金股份有限公司为下属全资子公司提供担保事项的核查意见
Zheng Quan Zhi Xing· 2025-08-01 16:10
Summary of Key Points Core Viewpoint - The company, Jiangsu Longda Superalloy Co., Ltd., is providing a guarantee for its wholly-owned subsidiary, Singda Superalloy (Malaysia) Sdn. Bhd., to facilitate a sales contract with SUMEC International Technology Co., Ltd. This guarantee is aimed at improving operational efficiency and ensuring smooth business operations. Group 1: Guarantee Overview - The company plans to provide an unconditional and irrevocable joint liability guarantee for the subsidiary's obligations under the sales contract, with a total guarantee amount not exceeding RMB 120 million [2][3] - The guarantee does not require collateral, and there is no related party relationship between the company and SUMEC [2] Group 2: Internal Decision-Making Process - The board of directors approved the guarantee proposal during its tenth meeting, authorizing the chairman or authorized personnel to execute the decision and sign relevant legal documents [2][4] - The guarantee falls within the board's decision-making authority and does not require shareholder approval [2] Group 3: Subsidiary Information - Singda Superalloy (Malaysia) Sdn. Bhd. was established on July 24, 2024, with a registered capital of 2.5 million Malaysian Ringgit [3] - The subsidiary's total assets are reported at approximately RMB 5.27 billion, with total liabilities of about RMB 503.45 million [3] Group 4: Guarantee Document Details - The guarantee covers all debts and responsibilities under the sales contract, including the total contract price, late penalties, bank fees, taxes, and costs related to debt recovery [3] - The guarantee period is three years from the completion of the contract obligations [3] Group 5: Necessity and Reasonableness of the Guarantee - The company has a comprehensive understanding of the subsidiary's operational status and creditworthiness, making the guarantee risk manageable [3] - The guarantee aligns with the company's overall development needs and does not harm the interests of the company or its shareholders [3] Group 6: Board Opinion - The board believes that the guarantee is necessary for the daily operations of the company and its subsidiary, and it can effectively control the risks associated with the subsidiary's operations [3][4] - The guarantee complies with relevant laws and regulations, ensuring no harm to the interests of the company and minority shareholders [4] Group 7: External Guarantee Status - As of the disclosure date, the company and its subsidiaries have no external guarantees, and the total guarantee amount for the subsidiary represents 3.36% of the company's total audited assets and 4.44% of its net assets [4] - There are no overdue guarantees or guarantees involving litigation [4] Group 8: Sponsor's Verification Opinion - The sponsor has verified that the guarantee has been approved by the board and supervisory committee, fulfilling necessary approval procedures and complying with relevant regulations [4] - The sponsor has no objections to the company's provision of the guarantee for its wholly-owned subsidiary [4]