Chinalin Securities Co.Ltd(002945)
Verification opinions on Malion New Materials Co.Ltd(300586) controlling shareholders and actual controllers providing guarantees and related party transactions for the company and its subsidiaries to apply for credit lines from financial institutions
Chinalin Securities Co.Ltd(002945) (hereinafter referred to as ” Chinalin Securities Co.Ltd(002945) ” or “sponsor”) as a sponsor of Malion New Materials Co.Ltd(300586) (hereinafter referred to as ” Malion New Materials Co.Ltd(300586) ” or “company”) issuing A-Shares to specific objects in 2020 and listing on the gem, and publicly issuing convertible corporate bonds and listing on the gem in 2019, according to the administrative measures for securities issuance and listing sponsor business The guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for standardized operation of GEM listed companies of Shenzhen Stock Exchange and other relevant provisions The actual controller checked the guarantee provided by the company and its subsidiaries to financial institutions for credit lines and related party transactions, and issued the following verification opinions:
1、 Overview of related party transactions
1. Related party transactions
In order to meet the capital needs for the development of Malion New Materials Co.Ltd(300586) and its subsidiaries, Mr. Huang Weishan, the controlling shareholder and actual controller of the company, plans to provide guarantee for the company and its subsidiaries to apply for credit line from financial institutions, including but not limited to mortgage, pledge, guarantee, etc. The total amount of the aforesaid guarantee shall not exceed the maximum financing amount that the company (including wholly-owned subsidiaries and holding subsidiaries) can apply to financial institutions approved by the general meeting of shareholders of the company. The specific guarantee amount shall be subject to the guarantee amount in the guarantee agreement signed between the above-mentioned related natural persons and financial institutions, and the aforesaid guarantee shall be exempted from guarantee fees. The resolution on this matter shall be valid from the date of deliberation and approval of this matter by the board of directors to December 31, 2024.
2. Description of relationship
Mr. Huang Weishan is the controlling shareholder, actual controller and chairman of the company. According to the regulations of Shenzhen Stock Exchange GEM Listing Rules, Mr. Huang Weishan is an affiliated natural person of the company. This guarantee constitutes a connected transaction.
3. Review and other explanations
On February 8, 2022, the sixth meeting of the Fourth Board of directors and the fourth meeting of the Fourth Board of supervisors of the company deliberated and adopted the proposal on the guarantee and connected transaction of controlling shareholders and actual controllers applying for credit lines from financial institutions for the company and its subsidiaries. When the board of directors deliberated the proposal, Huang Weishan, a connected director, avoided voting, The independent directors of the company have previously recognized and expressed independent opinions on matters related to related party transactions.
According to the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, this transaction belongs to the scope of the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
The above-mentioned connected transactions do not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and do not need to be approved by relevant departments.
2、 Basic information of related parties
Mr. Huang Weishan, China nationality, ID number: 4405041966********, address: Jinping District, Shantou, Guangdong.
Description of related relationship: Mr. Huang Weishan is the controlling shareholder, actual controller and chairman of the company. According to the regulations of Shenzhen Stock Exchange gem stock listing rules, Mr. Huang Weishan is an associated natural person of the company. As of February 8, 2022, Mr. Huang Weishan held 178030000 shares of the company, accounting for 33.94% of the total share capital of the company.
Dishonest executee: No.
3、 Main contents and pricing policies of related party transactions
In order to meet the capital needs of the development of the company and its subsidiaries, Mr. Huang Weishan, the controlling shareholder and actual controller of the company, plans to provide guarantee for the company and its subsidiaries to apply for credit line from financial institutions, including but not limited to mortgage, pledge, guarantee, etc. The total amount of the aforesaid guarantee shall not exceed the maximum financing amount that the company (including wholly-owned subsidiaries and holding subsidiaries) can apply to financial institutions approved by the general meeting of shareholders of the company. The specific guarantee amount shall be subject to the guarantee amount in the guarantee agreement signed between the above-mentioned related natural persons and financial institutions, and the aforesaid guarantee shall be exempted from guarantee fees. The resolution on this matter shall be valid from the date of deliberation and approval of this matter by the board of directors to December 31, 2024.
4、 Transaction purpose and impact on the company
The purpose of this connected transaction is to better meet the daily business needs of the company and its subsidiaries, supplement the working capital of the company and its subsidiaries, meet the interests of the company and all shareholders, and will not have an adverse impact on the operating performance of the company and its subsidiaries.
5、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
In addition to the remuneration of related parties due to their employment in the company, the company and its subsidiaries have not had other related party transactions with Mr. Huang Weishan from the beginning of this year to the disclosure date of this announcement.
6、 Prior approval and independent opinions of independent directors
All independent directors of the company have approved the above-mentioned related party transactions in advance and made independent opinions after careful review as follows:
Mr. Huang Weishan, the controlling shareholder and actual controller of the company, plans to provide guarantee for the company and its subsidiaries to apply for credit line from financial institutions, which is conducive to meeting the capital needs of the development of the company and its subsidiaries, in line with the interests of the company and all shareholders, and will not have an adverse impact on the operating performance of the company and its subsidiaries.
When the board of directors considered the above related party transactions, the related directors avoided voting on the relevant proposals, and the voting procedures were legal and compliant, in line with the relevant provisions of relevant laws and regulations, normative documents and the articles of association. We unanimously agree that Mr. Huang Weishan, the controlling shareholder and actual controller of the company, provides guarantee for the company and its subsidiaries to apply for credit line from financial institutions.
7、 Recommendation institution’s concluding comments
After verification, Chinalin Securities Co.Ltd(002945) believes that:
With regard to the matter that Mr. Huang Weishan, the controlling shareholder and actual controller of the company, intends to provide guarantee and related party transactions for the company and its subsidiaries to apply for credit line from financial institutions, The proposal on the guarantee and related party transaction of controlling shareholders and actual controllers applying for credit lines from financial institutions for the company and its subsidiaries has been deliberated and adopted at the sixth meeting of the Fourth Board of directors and the fourth meeting of the Fourth Board of supervisors. The independent directors of the company have expressed independent opinions on this transaction. The deliberation procedures of this transaction comply with the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other relevant regulations and normative documents, as well as the provisions of the articles of association. This transaction will not have a significant impact on the company’s financial situation and operating results, and there is no damage to the interests of minority shareholders.
In conclusion, Chinalin Securities Co.Ltd(002945) has no objection to Mr. Huang Weishan, the controlling shareholder and actual controller of the company, providing guarantee and related party transactions for the company and its subsidiaries to apply for credit line from financial institutions.
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Sponsor representative:
Wang Cuicui
Zhang Feng
Shen Chuang
Chinalin Securities Co.Ltd(002945) (seal): mm / DD / yyyy
