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Announcement of Zhengzhou Huajing Diamond Co., Ltd. on providing guarantee for wholly-owned subsidiaries
I. Overview of guarantees
Huajing Precision Manufacturing Co., Ltd. (hereinafter referred to as “Hua Jing Precisionâ€), a wholly-owned subsidiary of Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as “Company†or “Companyâ€), intends to transfer to Minsheng Bank and Kaifeng Bank for production and operation needs. When applying for bank loans, the company provides a guarantee amount of 100 million yuan.
On January 24, 2014, the 22nd meeting of the second board of directors of the company reviewed and approved the “Proposal on Providing Guarantees for wholly-owned Subsidiariesâ€.
According to the requirements of the Shenzhen Stock Exchange GEM Listing Rules (revised in 2012), the “Articles of Association†and the company's “External Guarantee Management Systemâ€, this guarantee belongs to the board of directors and does not need to be submitted to the shareholders meeting for consideration. .
Second, the basic situation of the guarantor
1. Huajing Precision Manufacturing Co., Ltd.
Established: August 8, 2011
Registered address: West of the 10th Street north of Jingbei 4th Road, Zhengzhou Economic and Technological Development Zone (Henan Export Processing Zone)
Legal representative: Liu Yongqi
Registered capital: 220 million yuan
Main business: production and sales of synthetic diamond downstream products and equipment; research and development and transfer of related technologies; operation of export business of the company's products and import of machinery, spare parts and raw and auxiliary materials required by the enterprise; Processing and "three to one supplement" business. (Except for the above-mentioned scope, which is subject to the approval of national laws and regulations, and may be subject to examination and approval to operate or prohibit import and export goods and technologies)
2. Equity structure
Huajing Precision is a wholly-owned subsidiary of the company, which holds 100% of its equity.
3. Financial indicators for the next year and another
currency: RMB 
Note: The 2012 financial data has been audited by Asia Pacific (Group) Certified Public Accountants Co., Ltd. The financial data for 2013 has not been audited by an accounting firm. Since its establishment, Huajing Precision has strictly complied with and implemented the provisions of national laws, regulations and industrial policies. There is no major civil litigation or arbitration, and it has good corporate credit and image. At present, the company's production and operation are normal and its financial position is stable.
Third, the main content of the guarantee agreement
The guarantee provided by the company for Huajing Precision is joint and several liability guarantee. The company will determine the time limit and amount of the single guarantee based on the loan contract signed by Huajing Precision and the borrowing bank. The final guarantee of the company shall not exceed the award of the board of directors. The guarantee amount is 100 million yuan.
Fourth, the board of directors
The board of directors of the company believes that since its establishment, Huajing Precision has continuously improved its operational capabilities and has now formed a certain scale and competitive advantage. Huajing Precision is a wholly-owned subsidiary of the company, and the company has decision-making power over its business development. The implementation of this guarantee is conducive to the sustainable and stable development of Huajing Precision's main business, which is conducive to solving the capital bottleneck problems encountered in its business development and enhancing its profitability.
V. Independent opinions of independent directors
After reviewing the independent directors of the company, Huajing Precision, as a wholly-owned subsidiary of the company, has good reputation and operation. So far, there is no clear indication that the company may assume the guarantee responsibility due to the default of the debtor's debt. This guarantee will help Huajing's precision business to develop, and will not adversely affect the normal operation and business development of the company and its subsidiaries, nor will it harm the interests of the company and its shareholders. The decision-making procedure of this guarantee is legal and compliant, and we unanimously agree that the company provides guarantee for Huajing Precision.
6. Opinions of the Board of Supervisors
The Supervisory Committee of the Company believes that this guarantee has strictly complied with the relevant laws, regulations and the Articles of Association and fulfilled the corresponding procedures. There is no harm to the interests of the company and shareholders.
7. The cumulative amount of external guarantees and the number of overdue guarantees
As of the date of this announcement, the total amount of guarantees of the company and its holding subsidiaries is RMB200,000,000.00 (including this guarantee), accounting for 14.85% of the company's audited net assets for 2012. All the above guarantees are the guarantees provided by the company to the subsidiaries, and the company has no violation guarantees and overdue guarantees.
Eight, other
The board of directors authorized the management of the company to determine the time limit and amount of the single guarantee in accordance with relevant laws, regulations, company rules and the loan contract signed by Huajing Precision and the bank. The company will pay attention to the progress of the guarantees. If the guarantees change, the company will disclose the corresponding progress announcement.
IX. Documents for reference
1. Resolutions of the 22nd meeting of the second board of directors of the company;
2. Resolutions of the 16th meeting of the second board of supervisors of the company;
3. Independent director's independent opinion on the company's guarantee for the subsidiary.
Special announcement.
Zhengzhou Huajing Diamond Co., Ltd.
Board of Directors
January 24, 2014
Yu Diamond: Announcement on guarantees for wholly-owned subsidiaries
Abstract Stock code: 300064 Securities abbreviation: Yu Diamond Announcement No.: 2014-004 Zhengzhou Huajing Diamond Co., Ltd. Announcement on providing guarantee for wholly-owned subsidiaries The company and all members of the board of directors guarantee the truthfulness, accuracy and completeness of the information disclosure.
Stock code: 300064 Securities abbreviation: Yu Diamond Announcement No.: 2014-004
The company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.