Anshan Heavy Duty Mining Machinery Co.Ltd(002667) announcement on borrowing from more than 5% shareholders and related party transactions
Securities code: 002667 securities abbreviation: Anshan Heavy Duty Mining Machinery Co.Ltd(002667) Announcement No.: 2022-018 Anshan Heavy Duty Mining Machinery Co.Ltd(002667)
Announcement on the company's borrowings from shareholders holding more than 5% and related party transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
Anshan Heavy Duty Mining Machinery Co.Ltd(002667) (hereinafter referred to as "the company" or " Anshan Heavy Duty Mining Machinery Co.Ltd(002667) ") deliberated and adopted the proposal on the company's borrowing from shareholders holding more than 5% of shares and related party transactions at the 19th meeting of the sixth board of directors held on January 28, 2022. The board of directors agreed that the company would borrow 90 million yuan from Mr. Yang Yongzhu, a shareholder holding more than 5% of shares. The loan term is 6 months from the date of receipt of the loan funds, and the annual interest rate of the loan is 3.7%.
This transaction constitutes a connected transaction and does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. This connected transaction has been submitted to the board of directors for deliberation and approval, and the independent directors have issued their prior approval opinions and independent opinions. This transaction still needs to be approved by the second extraordinary general meeting of shareholders in 2022, and the related shareholders interested in the related party transaction will avoid voting.
2、 Description of counterparty and related relationship
As of the date of this announcement, Mr. Yang Yongzhu holds 21159068 shares of the company, accounting for 9.15% of the total share capital of the company, and is a shareholder holding more than 5% of the company.
3、 Main contents of related party transactions
The company and Mr. Yang Yongzhu, the shareholder holding more than 5%, jointly signed the loan contract on January 28, 2022. In order to support the company's business development and meet the company's capital needs such as replenishing working capital for daily operation, Mr. Yang Yongzhu, a shareholder holding more than 5% of the company, agreed to provide the company with a loan of 90 million yuan. The loan term is 6 months from the date of receipt of the loan funds. The annual interest rate of the loan is 3.7%.
The loan is pledged with 100% equity of Anshan Anzhong Mining Machinery Co., Ltd. (hereinafter referred to as "Anshan Anzhong") and 49% equity of Hubei Dongming Petrochemical Co., Ltd. held by the company. Anshan Anzhong is pledged with its tangible and intangible assets.
4、 Pricing policy and basis of transaction
Anshan Heavy Duty Mining Machinery Co.Ltd(002667) announcement on borrowing from more than 5% shareholders and related party transactions
This related party transaction is the act that Mr. Yang Yongzhu, a shareholder holding more than 5% of the company, voluntarily provides loans to the company in order to ensure the smooth development of the company's daily business activities. The pricing basis is not more than the loan interest rate of the bank in the same period. Comply with the principles of openness, fairness and impartiality, and there is no situation that damages the legitimate rights and interests of the company and other non affiliated shareholders. 5、 Purpose of related party transactions and its impact on Listed Companies
This connected transaction is mainly to supplement the company's working capital and meet the actual needs of the company's operation and development; The decision-making procedure shall be implemented in strict accordance with relevant laws and regulations and the company's system. The transaction pricing is fair and in line with the market principle, and there is no damage to the interests of listed companies and shareholders. This connected transaction will not have a significant impact on the company's financial status, operating results and independence.
6、 The total amount of all kinds of related party transactions with the related person from the beginning of the year to the disclosure date is RMB 10000 from the beginning of 2022 to the disclosure date.
7、 Prior approval and independent opinions of independent directors
1. The independent director's prior approval opinions on the company's borrowing from shareholders holding more than 5% and related party transactions have been verified. We believe that the company's proposed borrowing from Mr. Yang Yongzhu, a shareholder holding more than 5% constitutes a related party transaction. This related party transaction meets the actual needs of the company's operation and development, and no behavior damaging the interests of the company and shareholders is found. We agree to submit the proposal on the company's borrowing from shareholders holding more than 5% shares and related party transactions to the board of directors of the company for deliberation.
2. Independent opinions of independent directors on the company's borrowings from shareholders holding more than 5% and related party transactions
After verification, we believe that the company's proposed borrowing from Mr. Yang Yongzhu, a shareholder holding more than 5% of the shares, constitutes a connected transaction, and this connected transaction meets the actual needs of the company's operation and development. The transaction follows the principles of objectivity, fairness and fairness, conforms to the interests of the company and all shareholders, and no damage to the interests of other minority shareholders is found. The matter has been deliberated and adopted at the 19th meeting of the sixth board of directors, and the decision-making procedure is legal and compliant, meeting the requirements of the stock listing rules of Shenzhen Stock Exchange and other rules. Therefore, we agree that the company borrows from Mr. Yang Yongzhu. The proposal will be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
8、 Documents for future reference
(1) Resolutions of the 19th meeting of the 6th board of directors of the company;
(2) Resolutions of the 16th meeting of the 6th board of supervisors of the company;
(3) . prior approval opinions of independent directors on matters related to the 19th meeting of the sixth board of directors;
(4) Independent opinions of independent directors on matters related to the 19th meeting of the sixth board of directors.
Anshan Heavy Duty Mining Machinery Co.Ltd(002667) announcement on borrowing from more than 5% shareholders and related party transactions
(5) . the loan agreement is hereby announced
Anshan Heavy Duty Mining Machinery Co.Ltd(002667)
Board of directors
January 28, 2022
