Jiangsu Yongding Co., Ltd. Announcement on the progress of the Company and its controlling shareholder, Yongding Group Co., Ltd., on the mutual guarantee and related party transactions

Stock code: 600105 Stock abbreviation: Yongding Shares Announcement number: Pro 2021-093

Bond code: 110058 Bond abbreviation: Yongding to bond

The Board of Directors and all Directors of the Company warrant that the contents of this announcement are free from any misrepresentation, misleading statement or material omission and accept sole and several liability for the truthfulness, accuracy and completeness of the contents.

Important Content Tips:

● Name of the guarantor: Yongding Group Co., Ltd. (hereinafter referred to as "Yongding Group"), Jiangsu Yongding Co., Ltd. (hereinafter referred to as the "Company")

● The amount of the guarantee and the balance of the guarantee that has actually been provided to it: The Company provided a guarantee for the controlling shareholder Yongding Group to apply for bank credit, with a total guarantee amount of RMB61 million, and the balance of the Company that has actually provided a guarantee for it is RMB988.7 million< including the >; Yongding Group provided a guarantee for the Company's application for bank credit this time, with a total guarantee amount of RMB19.5547 million, and the balance of Yongding Group that has actually provided a guarantee for the Company is RMB2,885.8829 million < this > is included.

● Whether there is a counter-guarantee for this guarantee: The guarantee provided by the company for Yongding Group, Suzhou Dingxin Real Estate Co., Ltd. (hereinafter referred to as "Dingxin Real Estate") and Mo Lindi, as the actual controller, provided a guarantee counter-guarantee; the guarantee provided by the controlling shareholder Yongding Group for the company has no counter-guarantee.

● Cumulative number of overdue external guarantees: None

● The guarantee has been deliberated by the company's general meeting of shareholders

I. Overview of the guarantee situation

1. In view of the expiration of the "Guarantee Contract" signed by the Company and the Suzhou Yangtze River Delta Integration Demonstration Zone Branch of agricultural bank of China Co., Ltd. (hereinafter referred to as the "Agricultural Bank demonstration zone branch"), the company received the bank letter and continued to sign the "Guarantee Contract" with the above-mentioned bank to provide joint and several liability guarantee guarantee guarantee for the controlling shareholder Yongding Group to apply to the agricultural bank demonstration area branch for 21 million yuan and 40 million yuan for three months and four months respectively. The total amount of the above guarantee provided by the Company to the controlling shareholder, Yongding Group, is RMB61 million.

2. The Company received a letter from the bank, and Yongding Group signed the Guarantee Contract with the Suzhou Yangtze River Delta Integration Demonstration Zone Branch of Agricultural Bank of China Co., Ltd. (hereinafter referred to as the "Agricultural Bank demonstration zone branch") to provide a joint and several liability guarantee guarantee for the company's application to the agricultural bank demonstration area branch for a bank credit of 19.5547 million yuan for a period of six months.

The above guarantee matters have been deliberated and approved by the eighth meeting of the Ninth Board of Directors of the Company held on April 16, 2021 and approved by the 2020 Annual General Meeting of Shareholders held by the Company on May 21, 2021. (For details, see Company Pro 2021-036, Pro 2021-057)

2. The basic situation of the guarantor

Name of the guarantor: Yongding Group Limited

Registration location: No. 1 Jiangsu Road, Lili Town, Wujiang District

Legal representative: Cai Yuan

Registered capital: 250 million yuan

Business Scope: Licensed Items: Import and Export of Goods; Real estate development and operation; General contracting of housing construction and municipal infrastructure projects; Various engineering construction activities; Import and export agent; Power facilities to undertake installation, repair, test; Engineering design; Construction supervision; Power generation, transmission, power supply business (projects that require approval according to law can only carry out business activities after approval by the relevant departments, and the specific business projects are subject to the results of the approval)

General projects: venture capital (limited to investment in unlisted enterprises); Engage in investment activities with its own funds; Property management; Human resources services (excluding employment intermediary activities, labor dispatch services); Business management consulting; Conference & Exhibition Services; Food & Beverage Management; Manufacture of non-ferrous metal alloys; Sale of non-ferrous metal alloys; Machinery and equipment leasing; Housing rental; Lease of non-residential real estate; Leasing of photovoltaic power generation equipment; Manufacture of special electronic equipment; Sales of electrical machinery and equipment; Sales of electrical equipment; Intelligent power transmission and distribution and control equipment sales; Engineering management services; Manufacture of photovoltaic equipment and components; Sales of photovoltaic equipment and components; Distribution switch control equipment research and development; Distribution switch control equipment manufacturing; Research and development of emerging energy technologies; Wind power generation technical services; Offshore wind turbine sales; Power generation technical services; Sales of generators and generator sets; Manufacture of electric power facilities and equipment; Distribution switch control equipment sales; Manufacture of electrical signaling equipment and devices; Sales of electrical signaling equipment devices; Sales of electrical equipment; Electrical equipment manufacturing; Electrical instrumentation manufacturing; Sales of electrical instruments and meters; Manufacture of industrial automatic control system devices; Sales of industrial automatic control system devices; Sales of communication equipment; Rental of computer and communication equipment; Manufacture of communication equipment; Manufacture of mechanical and electrical equipment; Sales of onshore wind turbines; Sales of wind turbines and parts (except for projects that require approval according to law, independent business activities are carried out according to law with business licenses)

Yongding Group holds 29.74% of the equity of the Company (calculated according to the latest total share capital of the Company), is the controlling shareholder of the Company, and its equity relationship chart is as follows:

As of December 31, 2020, Yongding Group had total assets of RMB8,380,147,400, total liabilities of RMB6,310,824,500 and net assets of RMB2,069,322,900. In FY2020, the operating income was CNY 3,847,084,300 and the net profit was CNY -575,456,200 (audited).

3. The main content of the security agreement

(1) Guarantee Contract

Creditors: Agricultural Bank of China Co., Ltd. Suzhou Yangtze River Delta Integration Demonstration Zone Branch

Guarantor: Jiangsu Yongding Co., Ltd

Scope of guarantee: The scope of the guarantee guarantee includes the principal amount of the loan, interest, penalty interest, compound interest, liquidated damages, damages, damages, interest and delay in performance of the debt that the debtor and the guarantor shall bear according to the relevant provisions of the Civil Procedure Law of the People's Republic of China, as determined by the debtor and the guarantor, preservation insurance premiums, litigation (arbitration) fees, lawyers' fees and all costs incurred by creditors to realize their claims.

Guarantee method: Joint and several liability guarantee

Guarantee period: The guarantee period of the guarantor is three years from the date of expiration of the obligation performance period stipulated in the main contract. The guarantee period under commercial bills of exchange acceptance, letters of credit and guarantees is three years from the date of the creditor's advance. The guarantee period for discounting commercial bills of exchange is three years from the date of maturity of the discounted notes. Where the creditor and the debtor reach an extension agreement on the period for the performance of the obligations of the main contract, the guarantor agrees to continue to bear joint and several guarantee liability, and the guarantee period is three years from the date of expiration of the period of performance of the obligations stipulated in the extension agreement. If a matter stipulated by laws and regulations or the main contract occurs, resulting in the debt under the main contract being declared to be prematurely due by the creditor, the guarantee period shall be three years from the date of early maturity of the debt under the main contract determined by the creditor.

4. Opinions of the Board of Directors

The Board of Directors of the Company believes that: in line with the principle of mutual guarantee and mutual benefit, the Company and the controlling shareholder Yongding Group plan to provide mutual guarantees in 2021, of which the expected amount of guarantees to be provided by the controlling shareholder Yongding Group for the Company is greater than the expected amount of the guarantee that the Company intends to provide for the controlling shareholder Yongding Group, and the guarantee provided by the Company for the Yongding Group has been guaranteed by Dingxin Real Estate and Mo Lindi, as the actual controller, and the counter-guarantor has the corresponding guarantee performance ability and good credit status. Among them, there is no restriction on the integrity of the assets of Dingxin Real Estate, the contingent risk brought by this guarantee to the company is low, and the guarantee risk is controllable; the guarantee provided by the company for Yongding Group is provided by Dingxin Real Estate and Mo Lindi as the actual controller, and the guarantee provided by Yongding Group for the company does not require the company to provide a counter-guarantee, nor does it charge any fees; it is agreed that the company and the controlling shareholder Yongding Group will provide mutual guarantees, thereby promoting the common development of the controlling shareholder and the company.

The independent directors of the Company have approved in advance and issued independent opinions on the mutual guarantee provided by the Company and the controlling shareholder Yongding Group: In line with the principle of mutual guarantee and mutual benefit, the Company and the controlling shareholder Yongding Group plan to provide mutual guarantees in 2021, of which the expected amount of guarantees to be provided by the controlling shareholder Yongding Group for the Company is greater than the expected amount of the guarantee that the Company intends to provide for the controlling shareholder Yongding Group, and the guarantee provided by the Company for the Yongding Group is guaranteed by Dingxin Real Estate and Mo Lindi, as the actual controller, The counter-guarantor has the corresponding guarantee performance ability and good credit status, the guarantee risk is within the controllable range, there is no harm to the interests of the company and the majority of small and medium-sized shareholders; the deliberation and decision-making procedures of the guarantee matters comply with the relevant laws, regulations and the relevant provisions of the Articles of Association of the Company; the guarantee matters also need to be reviewed and approved by the non-affiliated shareholders of the shareholders' general meeting of the company; and the proposal of the company and the controlling shareholder Yongding Group Co., Ltd. to provide guarantees for each other is unanimously agreed.

5. The cumulative number of external guarantees and the number of overdue guarantees

The amount of guarantees provided by the Company and the controlling shareholder Yongding Group as approved by the Company's 2020 Annual General Meeting of Shareholders is 1050 million yuan and 4900 million yuan respectively (the estimated amount of the guarantee provided by the company to Yongding Group is 1050 million yuan, and the expected amount of guarantee provided by Yongding Group to the company is 4900 million yuan).

As of the disclosure date of this announcement, the total amount of guarantees provided by the controlling shareholders and their controlling subsidiaries to the Company is 3,611,696,900 yuan, and the actual guarantee balance is 2,885,882,900 yuan; the total > of the external guarantee < of the company and its holding subsidiaries is 3,309,979,600 yuan, and the actual guarantee balance is 2,173,931,800 yuan, accounting for 80.17% of the audited net assets of the company in the latest period (end of 2020). Among them, the total amount of guarantees provided by the company to the controlling shareholders was 1,008.7 million yuan, and the actual guarantee balance was 988.7 million yuan, accounting for 36.46% of the company's audited net assets in the latest period (the end of 2020). None of the above is subject to overdue guarantees.

6. Directory of documents for reference

1. Resolution of the eighth meeting of the ninth board of directors of the company;

2. Resolution of the company's 2020 annual general meeting of shareholders;

3. Copy of the business license of Yongding Group;

4. Guarantee contract.

This is hereby announced.

Board of Directors of Jiangsu Yongding Co., Ltd

October 12, 2021

Stock code: 600105 Stock abbreviation: Yongding Shares Announcement number: Pro 2021-094

Jiangsu Yongding Co., Ltd. about

Provide annual bank credit for holding subsidiaries

Announcement of the progress of the guarantee

● Name of guarantor: Jiangsu Yongding Xinyi Communication Technology Co., Ltd. (hereinafter referred to as "Jiangsu Xinyi"), Wuhan Yongding Optoelectronic Technology Co., Ltd. (hereinafter referred to as "Wuhan Optoelectronics")

● The amount of the guarantee and the balance of the guarantee that has actually been provided to it:

1. This time to provide a guarantee for the holding subsidiary Jiangsu Xinyi to apply for bank credit, the amount of the guarantee is RMB 6 million, and the balance of the company has actually provided a guarantee for it is RMB 6 million< including the >.

2. The Company provided a guarantee for the holding subsidiary Wuhan Optoelectronics to apply for bank credit, with a guarantee amount of RMB 8 million, and the balance of the Company that has actually provided a guarantee for it is RMB26 million< including the >.

● Whether there is a counter-guarantee for this guarantee: The company is a guarantee for Jiangsu Xinyi and Wuhan Optoelectronics, and there is a counter-guarantee for the over-shareholding ratio guarantee

1. Overview of the guarantee situation

1. In view of the expiration of the "Maximum Guarantee Contract" signed by the Company and the Bank of China Co., Ltd. Suzhou Yangtze River Delta Integration Demonstration Zone Branch (hereinafter referred to as the "BOC Demonstration Zone Branch"), the Company received a letter from the bank and continued to sign the "Maximum Guarantee Contract" with the bank to provide a joint and several liability guarantee guarantee for the holding subsidiary Jiangsu Xinyi to apply to the Bank of China Demonstration Zone Branch for a bank credit facility with a term of 6 million yuan for a period of eight months.

2. In view of the expiration of the "Maximum Irrevocable Guarantee Letter" signed by the Company and the Wuhan Branch of China Merchants Bank Co., Ltd. (hereinafter referred to as "CMB Wuhan Branch"), the Company received a letter from the bank and continued to sign the "Maximum Amount Irrevocable Guarantee" with the bank to provide a joint and several liability guarantee guarantee for the holding subsidiary Wuhan Optoelectronics to apply to the Wuhan Branch of China Merchants Bank for a bank credit facility with a term of 8 million yuan for one year.

The Company agreed to provide a joint and several liability guarantee for the above-mentioned comprehensive credit facility, with a total guarantee amount of $14 million.

The above guarantee matters have been deliberated and approved by the eighth meeting of the Ninth Board of Directors of the Company held on April 16, 2021, and approved by the 2020 Annual General Meeting of Shareholders held by the Company on May 21, 2021. (For details, see Company Pro 2021-036, Pro 2021-057)

1. Name of the guarantor: Jiangsu Yongding Xinyi Communication Technology Co., Ltd

Registration location: No. 888 Yuexiu Road, Lili Town, Wujiang District

Legal representative: Lu Qinghai

Registered capital: 105 million yuan

Business scope: mobile communication equipment, instrumentation, network testing equipment production, sales; tower and communication equipment leasing, sales; mobile communications in the field of technology research, technical services, technology transfer, technical consulting; electronic components, machinery and equipment, electrical equipment, computers, software and auxiliary equipment sales; computer systems and network optimization technical services; communication information network system integration, engineering installation and technical consulting services; communication infrastructure leasing; building intelligent engineering installation and technical consulting services Communication pipeline engineering installation and technical consulting services; parking lot system research and development and charging pile product sales and installation; advertising design, production, agency, publishing and advertising business consulting; business information consulting; municipal engineering; self-operated and agent of all kinds of commodities and technologies import and export business (except for commodities and technologies operated by the state limited by enterprises or prohibited from import and export). General projects: technical services, technology development, technical consultation, technical exchanges, technology transfer, technology promotion; electronic and mechanical equipment maintenance (excluding special equipment) (except for projects that must be approved according to law, independent business activities are carried out according to law with business licenses)

As of December 31, 2020, Jiangsu Xinyi had total assets of RMB45.3409 million, total liabilities of RMB55.8296 million and net assets of RMB10.4887 million. In FY2020, the operating income was CNY 23.0548 million and the net profit was CNY -13.8901 million (audited).

Affiliation with the Company: A holding subsidiary of the Company

Shareholders and shareholding ratio: 85% of Shanghai Digital Broadband Network Co., Ltd., 10% of Lu Qinghai and 5% of Pu Xiaohui, a wholly-owned subsidiary of the Company; the Company has no relationship with shareholders Lu Qinghai and Pu Xiaohui.

2. Name of the guarantor: Wuhan Yongding Optoelectronic Technology Co., Ltd

Registration location: Room 195, 18th Floor, Overseas Talent Building, No. 999 Gaoxin Avenue, East Lake New Technology Development Zone, Wuhan

Legal representative: Li Xin

Registered capital: RMB 20 million

Date of Establishment: September 30, 2016

Business scope: chip, optical fiber, optical cable, wire and cable, electronic products technology development, technical services, production; communication equipment (excluding radio transmission equipment), computer software and hardware research and development, production, wholesale and retail; import and export of goods, technology import and export, agent import and export (excluding goods or technologies prohibited or restricted by the state) (according to the law must be approved by the project, after the approval of the relevant departments can carry out business activities)

As of December 31, 2020, Wuhan Optoelectronics had total assets of RMB52.8025 million, total liabilities of RMB30.7076 million and net assets of RMB22.095 million. In FY2020, the operating income was CNY 52.2243 million and the net profit was CNY 1.5485 million (audited).

Affiliation with the Company: The Company controls the Sun Company

Shareholders and shareholding ratio: 70% of Wuhan Yongding Optoelectronics Group Co., Ltd., a holding subsidiary of the Company, and 30% of Wuhan Tongxin Dingsheng Management Consulting Partnership (Limited Partnership); the Company has no affiliation with shareholder Wuhan Tongxin Dingsheng Management Consulting Partnership (Limited Partnership).

The main content of the security agreement

(1) Maximum Guarantee Contract

Creditors: Bank of China Co., Ltd. Suzhou Yangtze River Delta Integration Demonstration Zone Branch

Scope of Guarantee: If the maximum principal balance of the claim secured by this contract and the date of expiration of the main claim determined by this contract are determined to belong to the secured principal claim of this contract, the interest, liquidated damages, damages, costs of realizing the claim (including but not limited to litigation costs, lawyers' fees, notary fees, enforcement costs, etc.) incurred based on the principal amount of the principal claim, as well as losses caused to the creditor due to the debtor's default and all other expenses payable, are also secured claims. Its specific amount is determined when it is liquidated.

Guarantee method: Joint and several liability guarantee

Guarantee period: The guarantee period is calculated separately for the obligations guaranteed under this contract, and the guarantee period for each debt is three years from the date of expiration of the performance period of the debt. During the guarantee period, the creditor has the right to claim the guarantor to assume the guarantee liability in respect of all or part, multiple or single claims involved.

(ii) Letter of Irrevocable Guarantee for Maximum Amount

Guarantor: Jiangsu Yongding Co., Ltd

Creditor: China Merchants Bank Co., Ltd. Wuhan Branch

Scope of Guarantee: The scope of the guarantee guarantee provided by the Guarantor is the sum of the balance of the loan and other credit principal provided by the Bank to the Credit Granting Applicant within the Credit Line in accordance with the Credit Facility Agreement (the maximum limit is RMB million), as well as the relevant interest, penalty interest, compound interest, liquidated damages, delayed performance, factoring costs, costs for realizing security rights and claims and other related expenses.

Guarantee method: The Guarantor confirms that it bears economic and legal joint and several liability for all debts of the Credit Applicant within the scope of the guarantee, and if the Credit Applicant fails to pay the principal and interest of the loans, advances and other credit debts owed to you in a timely manner in accordance with the Credit Agreement and/or specific business agreements, or any other default event specified in the Credit Agreement and/or each specific business agreement, the Bank has the right to directly recover from the Guarantor, There is no need to first seek recourse or file a lawsuit against the credit applicant.

Warranty Liability Period: The guarantee liability period of this Guarantor is from the effective date of this Guarantee to the maturity date of each loan or other financing or receivable claim assigned by your Bank under the Credit Agreement or the advance date of each advance plus three years. For any specific credit extension, the guarantee period shall be extended until the expiration of the extension period and an additional three years shall be added.

The Board of Directors of the Company believes that the Company's expected guarantee for the application for bank credit granting by wholly-owned and controlled subsidiaries in 2021 is a normal production and operation behavior of the Company and its wholly-owned and controlled subsidiaries, in order to ensure its normal operating liquidity needs and contribute to the development of its daily operating business; the Company provides guarantees for subsidiaries within the scope of the consolidated financial statements, the risks are controllable, and will not harm the interests of the Company's shareholders; the Company's Board of Directors unanimously agrees to this matter.

The independent directors of the Company consider that:

1. The guarantee that the company intends to provide to the subsidiary this year is to meet the needs of the normal operation of the wholly-owned and controlled subsidiaries, and the guarantee is conducive to the normal production and operation of the subsidiary.

2. The company has taken effective monitoring measures for the subsidiary, and the risk is controllable. However, we remind the company's management to pay close attention to the guarantee risks, strengthen the management of external guarantees, control and reduce the risks of external guarantees as a whole, strictly control and resolve the existing external guarantee risks, and standardize the guarantee behavior in accordance with relevant regulations, timely perform the disclosure obligations, effectively safeguard the interests of shareholders, and promote the stable development of the company.

3. The above guarantee matters have been deliberated and approved by the eighth meeting of the ninth board of directors of the company, and still need to be reviewed and approved by the company's shareholders' general meeting. The deliberation and voting procedure of the expected matters of the guarantee complies with the provisions of the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange and the Articles of Association of the Company, and the guarantee matters are guarantees for the subsidiaries within the scope of the company's consolidated statements, the risks are controllable, in line with the interests of the company, and there is no harm to the interests of the company or minority shareholders.

The amount of guarantee provided by the Company to the holding subsidiary approved by the Company's general meeting of shareholders is RMB4,560 million. As of the date of this announcement, the > of the external guarantee < of the Company and its holding subsidiaries was 3,309,979,600 yuan, and the actual guarantee balance was 2,173,931,800 yuan, accounting for 80.17% of the audited net assets of the company in the latest period (the end of 2020), of which: the total amount of guarantees provided by the company to the holding subsidiaries was 2,301,279,600 yuan, and the actual guarantee balance was 1,185,231,800 yuan. This represents 43.71% of the Company's audited net assets in the most recent period (end of 2020). None of the above is subject to overdue guarantees.

3. A copy of the business license of the guaranteed subsidiary;

4. Counter-guarantee letter of the guaranteed subsidiary;

5. Guarantee contract.