Securities code: 002092 securities abbreviation: Xinjiang Zhongtai Chenical Co.Ltd(002092) Announcement No.: 2022-025 announcement on Korla Zhongtai Textile Technology Co., Ltd. providing financial assistance and related party transactions to alar Zhongtai Textile Technology Co., Ltd
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 financial assistance and related party transactions
(I) amount, term and purpose of financial assistance
Korla Zhongtai Textile Technology Co., Ltd. (hereinafter referred to as Korla Zhongtai textile), a holding subsidiary of Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as "the company"), holds 54.93% of the equity of alar Zhongtai Textile Technology Co., Ltd. (hereinafter referred to as "alar Zhongtai textile") and is its controlling shareholder. Now, according to the daily business needs of Aral Zhongtai textile, in order to ensure its business turnover, Korla Zhongtai textile plans to provide financial assistance of 1312 million yuan (extension) to Aral Zhongtai textile. The term and interest rate of financial assistance shall be subject to the signing of the contract. The funds are mainly used for the turnover needs of Aral China Thailand textile production and operation, and financial assistance will be provided to Aral China Thailand textile according to its actual production and operation.
(II) deliberation of directors and withdrawal of related directors
The above matters have been deliberated and approved by the 35th session of the 7th board of directors held on February 16, 2022. During the deliberation of the proposal, the related directors Bian Deyun, parhati maiming, Li Liangfu and Yu Yajing avoided voting on the proposal, and all the other directors agreed. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the matter needs to be submitted to the general meeting of shareholders of the company for deliberation, and the corresponding affiliated shareholders will avoid voting. (III) other instructions
The above-mentioned connected transactions do not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of recipients of financial assistance and obligations of other shareholders
1. Basic information
Enterprise name: Alar Zhongtai Textile Technology Co., Ltd
Date of establishment: September 2, 2015
Registered capital: 436.89 million yuan
Legal representative: Gong Zheng
Registered address: No. 755, east of Weier Road, No. 2 Industrial Park, alar, Xinjiang
Main business: production and sales of viscose fiber and differentiated fiber, etc.
Main financial status: as of December 31, 2021, the total assets were 6088834500 yuan, the total liabilities were 4573769700 yuan, the net assets were 1515064800 yuan, and the asset liability ratio was 75.12%. (the above data has been audited)
2. The equity structure is as follows:
Name of shareholder contribution amount (10000 yuan) equity ratio (%)
Korla Zhongtai Textile Technology Co., Ltd. 24000 54.93
New agricultural development industry investment management Co., Ltd. 6000 13.73
Xinjiang Zhongtai Capital Management Co., Ltd. 4000 9.16
Alar Jiguan Industrial Co., Ltd. 2689 6.15
Hangzhou Rongteng Investment Co., Ltd. 2500 5.72
Wang Xiaohua 2500 5.72
Xinjiang Taichang Industrial Co., Ltd. 2000 4.58
Total 43689 100.00
3. Other notes: as of the date of this announcement, Aral Zhongtai textile is not a dishonest person.
4. Korla Zhongtai textile provided financial assistance to alar Zhongtai textile this time. Other shareholders of alar Zhongtai textile did not provide financial assistance to alar Zhongtai textile according to their shareholding ratio due to their actual operation or their own financial situation. In order to fulfill their shareholder obligations and prevent and control the risk of financial assistance, other shareholders of alar Zhongtai textile pledged all their shares to the company.
3、 Introduction and relationship of related parties
(I) basic information of related parties
Company name: Xinjiang Zhongtai Capital Management Co., Ltd
Date of establishment: January 25, 2018
Registered capital: 40 million yuan
Legal representative: Gong Chunhua
Registered address: Floor 9, No. 39, Yangchenghu Road, Urumqi Economic and Technological Development Zone (Toutunhe District), Xinjiang. Main business: R & D and application of financial products; Investment adviser; Investment and asset management; Acquisition and disposal of creditor's rights; Debt collection service; Debt restructuring; Investment information consultation; Reorganization, M & A and project financing of enterprise assets; Financial advisor; Real estate investment.
Main financial data:
Unit: 10000 yuan
End of 2020 / end of September 2021 / January September 2021 (audited) (Unaudited)
Total assets 157247.06 228630.65
Total liabilities 107579.23 195298.39
Net assets 49667.84 33332.26
Operating income 1414.24 250.18
Net profit 8064.27 -16335.57
As of the date of this announcement: Xinjiang Zhongtai Capital Management Co., Ltd. is not a dishonest executee.
(II) relationship with the company
Xinjiang Zhongtai Capital Management Co., Ltd. is a wholly-owned subsidiary of Zhongtai group, formerly known as Xinjiang Zhongtai high speed railway Asset Management Co., Ltd.
4、 Main contents of related party transactions
No specific contract has been signed for the above related party transactions.
5、 Purpose of related party transactions and its impact on Listed Companies
Based on the principles of mutual benefit, fairness, good faith and mutual assistance, according to the actual situation, Korla Zhongtai textile provides financial assistance to alar Zhongtai textile, a controllable subsidiary, without damaging the interests of the company and all shareholders.
6、 As of the disclosure date, the total amount of various related party transactions with the related party has been accumulated
As of December 31, 2021, the total amount of related party transactions between the company and Xinjiang Zhongtai Capital Management Co., Ltd. was 3441.85 yuan.
7、 Financial aid risk prevention and control measures
Korla Zhongtai textile provided financial assistance to alar Zhongtai textile without affecting its normal operation. Based on the production and operation needs of 2022, the funded object can implement effective business, fund management and risk control to ensure the safety of the company's funds. At the same time, other shareholders of alar Zhongtai textile pledged their shares to the company.
8、 Opinions of the board of directors
According to the production and operation needs of Aral Zhongtai textile and the company's capital situation, Korla Zhongtai textile provides financial assistance to Aral Zhongtai textile this time to ensure the production and operation needs of the funded objects. The funded object is Korla Zhongtai textile holding subsidiary, and other shareholders of alar Zhongtai textile pledge their shares to the company. The company has the ability to control the production, operation and management risks of the funded object. Therefore, the board of directors of the company believes that the risks of the above financial assistance are within the controllable range.
9、 Opinions approved and expressed by independent directors in advance
(I) prior approval opinions of independent directors
Korla Zhongtai Textile Technology Co., Ltd., the holding subsidiary of the company, provides financial assistance to its holding subsidiary alar Zhongtai Textile Technology Co., Ltd. according to the production and operation needs of alar Zhongtai Textile Technology Co., Ltd., which constitutes a connected transaction and complies with the provisions of relevant laws and regulations, Other shareholders of alar Zhongtai Textile Technology Co., Ltd. pledged all their shares to the company. There is no situation that damages the interests of the company and all shareholders, especially non affiliated shareholders and minority shareholders. We agree to submit this matter to the 35th session of the seventh session of the board of directors of the company for deliberation, and the related directors shall perform the withdrawal voting procedure.
(II) opinions of independent directors
1. Procedural. On February 16, 2022, the company held the 35th session of the 7th board of directors, deliberated and passed the proposal on Korla Zhongtai Textile Technology Co., Ltd. providing financial assistance and related party transactions to alar Zhongtai Textile Technology Co., Ltd., without affecting its normal operation, Korla Zhongtai Textile Technology Co., Ltd. provided financial assistance to alar Zhongtai Textile Technology Co., Ltd., which promoted the production and operation of the funded objects. At the same time, other shareholders of alar Zhongtai Textile Technology Co., Ltd. pledged all their shares to the company without harming the interests of shareholders. This matter needs to be submitted to the general meeting of shareholders for deliberation. We believe that the procedures for convening, convening and making resolutions of the board of directors of the company comply with the provisions of relevant laws and regulations and the articles of association, and the decision-making procedures are legal and effective.
2. Fairness. The transactions between the company and related parties are conducted in accordance with the principle of "fairness, voluntariness and mutual benefit", which does not violate the principles of openness, fairness and impartiality, and does not harm the interests of the company and minority shareholders.
10、 Opinions of the sponsor
After verification, the sponsor Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd. believes that the financial assistance provided by Korla Zhongtai textile, the holding subsidiary of the company, to alar Zhongtai textile has been deliberated and approved at the 35th meeting of the seventh board of directors, and the independent directors have approved the financial assistance in advance and expressed independent opinions, The above financial assistance matters need to be approved by the general meeting of shareholders of the company. The procedures related to this related party guarantee comply with the requirements of the Shenzhen Stock Exchange Stock Listing Rules, the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board and other documents, as well as the provisions of the articles of association. This financial assistance is not expected to have an adverse impact on the normal operation and business development of the company. The Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd. has no objection to Xinjiang Zhongtai Chenical Co.Ltd(002092) this financial assistance.
11、 Accumulated amount of external financial assistance of the company
As of December 31, 2021, the company has provided 9416816264 yuan of financial assistance (financial assistance provided by the company to holding subsidiaries, including financial assistance between holding subsidiaries).
12、 Documents for future reference
1. Resolutions of the 35th session of the 7th board of directors of the company;
2. Resolutions of the 32nd session of the 7th board of supervisors of the company;
3. Prior approval opinions and independent opinions issued by independent directors of the company;
4. Opinions of the recommendation institution;
5. Alar Zhongtai Textile Technology Co., Ltd. financial statements in December 2021, Xinjiang Zhongtai Capital Management Co., Ltd. financial statements in December 2020 and September 2021.
It is hereby announced.
Xinjiang Zhongtai Chenical Co.Ltd(002092) board of directors February 17, 2002
