Securities code: 002666 securities abbreviation: Guangdong Delian Group Co.Ltd(002666) Announcement No.: 2022-010
Guangdong Delian Group Co.Ltd(002666)
Financial assistance provided by subsidiaries to their joint-stock companies
Overdue announcement
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 external financial assistance
1. The proposed external financial assistance
On December 27, 2021, the seventh meeting of the Fifth Board of directors of Guangdong Delian Group Co.Ltd(002666) (hereinafter referred to as “the company”) deliberated and adopted the proposal on the extension of financial assistance provided by subsidiaries to their participating companies and related party transactions. The proposal was adopted with 5 votes in favor, 0 votes against and 0 abstentions (related directors Xu Xianda, Xu tuanhua and Xu Qingfang avoided voting), It is agreed that the subsidiary Changchun Delian Chemical Co., Ltd. (hereinafter referred to as “Changchun Delian”) will provide its joint-stock company Shanghai Taihao Automobile Electronic Sales Co., Ltd. (hereinafter referred to as “Shanghai Taihao”) with a total financial loan extension of 16.5 million yuan for one year. In addition, the remaining terms of the original loan agreement remain unchanged. For details, please refer to the company’s publication on cninfo.com (www.cn. Info. Com. CN.) on December 29, 2021 and January 30, 2021 Announcement on the extension of financial assistance and related party transactions provided by subsidiaries to their joint-stock companies (Announcement No.: 2021-059) and announcement on financial assistance and related party transactions provided by subsidiaries to their joint-stock companies (Announcement No.: 2021-010).
Because the financial assistance matters need to be submitted to the general meeting of shareholders for deliberation and approval before implementation. The first shareholders’ meeting was held on December 29, 2021, and the relevant notice was issued. After deliberation, the proposal on the extension of financial assistance and related party transactions provided by subsidiaries to their joint-stock companies was not adopted.
Since the financial assistance to be provided this time is the extension of the previous financial assistance, the financial assistance of 16.5 million yuan provided by Changchun Delian to Shanghai Taihao will not be renewed after maturity, and all principal and corresponding interest shall be recovered.
2. Financial support of Changchun Delian to Shanghai Taihao
The financial support of Changchun Delian to Shanghai Taihao is shown in the table below:
Principal amount interest rate
Serial number (10000 yuan) term (simple interest% / resolution procedure status year)
1 1650 actual loan disbursement 4.75 the 20th meeting of the Fourth Board of directors has been overdue 12 months from the date of issuance
The second meeting of the 5th board of directors from August 10, 2021 to August 4.75, 2022; 2021
On September 9, the second temporary shareholder meeting
an assembly
The second meeting of the 5th board of directors from October 18, 2021 to October 4.75, 2022; 2021
On June 17, the second temporary shareholder meeting
an assembly
The term of the loan shall be from the 4th meeting of the 5th board of directors on December 10, 2000; 2021
The fourth interim shareholder meeting in the last month
an assembly
2、 Basic information of financial support objects and related parties
Name: Shanghai Taihao Automobile Electronic Sales Co., Ltd
Unified social credit Code: 91310115069397069y
Date of establishment: June 4, 2013
Registered address: Floor 2, building 1, No. 83, Jinliang Road, Zhuqiao Town, Pudong New Area, Shanghai
Legal representative: Wu Yinhu
Registered capital: 6.25 million yuan
Business scope: general items: Sales of automotive electronic products, relevant technical services, technical consultation, technology import and export, goods import and export. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
The equity structure is as follows:
Serial number shareholder name shareholding ratio
1 Russia Yanhua 23%
2 Wu Yinhu 23%
3 Changchun Delian Chemical Co., Ltd. 20%
4 Qifeng 19%
5 jin Xiaogan 12%
6 Zhang Junjun 2%
7 swords 1%
Total 100%
Actual controller: Wu Yinhu
Main financial position:
(unit: yuan)
December 31, 2020 December 31, 2021
(Unaudited)
Total assets 21563014.52 43268615.68
Total liabilities 16403853.20 49352332.22
Net assets 5159161.32 -6083716.54
2020 2021 (Unaudited)
Operating income 1688547.64 1178214.38
Total profit -7051743.99 -11242877.86
Net profit -7051743.99 -11242877.86
3、 Overdue financial assistance
Upon deliberation and approval of the 20th meeting of the 4th board of directors held by the company on January 28, 2021, Changchun Delin provided a financial loan of 16.5 million yuan to Shanghai Taihao and will issue the loan in installments according to the actual capital needs of Shanghai Taihao. The loan interest is calculated at the simple interest rate of 4.75% per year, and the loan term is 12 months from the actual loan Issuance Date.
As of the date of this announcement, the first phase of the above financial assistance from Changchun Delian to Shanghai Taihao has expired on February 3, 2022. Shanghai Taihao has repaid 0 yuan of principal, 0 yuan of interest, 8 million yuan of principal outstanding, 380000 Yuan of interest outstanding, and 8.38 million yuan of principal and interest outstanding.
4、 Reasons for overdue financial assistance
1. Due to the revision of the Listing Rules of Shenzhen Stock Exchange, the company does not provide loan extension to Shanghai Taihao:
① The company plans to extend the total loan of 16.5 million yuan provided to Shanghai Taihao in 2021, which is submitted to the seventh meeting of the Fifth Board of directors for deliberation and approval.
② On January 7, 2022, Shenzhen Stock Exchange issued the revised listing rules of Shenzhen Stock Exchange on, Article 6.3.12 adds the requirement that listed companies provide financial assistance to related parties: “listed companies shall not provide financial assistance to related parties specified in article 6.3.3 of these rules, but to related joint-stock companies (excluding entities controlled by controlling shareholders and actual controllers of listed companies) Provide financial assistance, except that other shareholders of the joint-stock company provide financial assistance with the same conditions according to the proportion of capital contribution. ” According to the rules, if the company provides financial assistance (including its extension) to Shanghai Taihao, other shareholders of Shanghai Taihao shall provide the same financial assistance according to the proportion of capital contribution, that is, other shareholders of Shanghai Taihao shall provide a total loan of 66 million yuan to Shanghai Taihao according to the proportion of capital contribution. After negotiation with other shareholders of Shanghai Taihao, other shareholders of Shanghai Taihao confirmed that they could not provide corresponding amount of financial assistance to Shanghai Taihao according to the proportion of capital contribution, so the company no longer met the conditions for providing financial assistance to Shanghai Taihao. On this premise, the company informed Shanghai Taihao that the total loan of 16.5 million yuan provided to them in 2021 would not be renewed and should be returned after maturity.
③ The first extraordinary general meeting of the company in 2022 also voted against the proposal on the extension of financial assistance provided by subsidiaries to their joint-stock companies and related party transactions.
2. TPMS (tire pressure monitoring system), the main product of Shanghai Taihao, won’t be approved by BMG engineering issued by Volkswagen until the end of 2021 and began small batch production. It will be officially mass produced and supplied from January 2022. Shanghai Taihao can’t obtain sufficient operating cash flow or raise repayment funds in the short term; Moreover, due to the inability to obtain the loan extension of Changchun Delian, Shanghai Taihao will raise additional funds to meet its production and operation needs, so it is unable to repay the due financial assistance of Changchun Delian in time.
Based on the above two reasons, the financial assistance provided by Changchun Delian to its joint-stock company Shanghai Taihao was overdue.
5、 Measures taken by the company
1. The company will further strengthen business communication with Shanghai Taihao, help it develop China’s auto market, gradually improve its revenue level, improve its daily operation and cash flow, and turn losses into profits as soon as possible on the basis of assisting it to realize the localization of new products.
2. The management of the company will continue to pay attention to the operation of Shanghai Taihao and do a good job in risk assessment. Actively participate in the decision-making of major issues of Shanghai Taihao through the board seat appointed by the company to Shanghai Taihao. At the same time, use the financial personnel appointed by Changchun Delian to continuously control and manage the daily financial management of Shanghai Taihao, master the purpose of its funds, ensure the control of capital risks and protect the legitimate rights and interests of the company and shareholders.
3. For the loans provided by the company to Shanghai Taihao before the revision of the stock listing rules of Shenzhen Stock Exchange and not yet due, the company will further urge Shanghai Taihao to raise repayment funds in time to avoid the overdue of other financial assistance funds.
6、 Impact on the company
As of the disclosure date of this announcement, the overdue principal and interest of Shanghai Taihao has totaled 8.38 million yuan, accounting for 0.26% of the company’s audited net assets in 2020. It is expected that the overdue financial assistance will not have a significant adverse impact on the company’s operating performance. The company will perform the obligation of information disclosure in time according to the progress of the matter. Please pay attention to the investment risks.
7、 Total amount of financial assistance provided by the company
As of the disclosure date of the announcement, the company has provided a total of 52 million yuan of financial assistance to Shanghai Taihao.
It is hereby announced!
Guangdong Delian Group Co.Ltd(002666) board of directors February 7, 2002
