Securities code: 300709 securities abbreviation: Jiangsu Gian Technology Co.Ltd(300709) Announcement No.: 2022-016 Jiangsu Gian Technology Co.Ltd(300709)
Announcement on applying for M & a loan credit line from banks
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.
Jiangsu Gian Technology Co.Ltd(300709) (hereinafter referred to as “the company”) held the eighth meeting of the third board of directors and the sixth meeting of the third board of supervisors on February 16, 2022. The meeting deliberated and adopted the proposal on applying for M & a loan credit line from the bank. Relevant matters are hereby announced as follows:
1、 Basic information of M & A
On December 8, 2021, the company held the sixth meeting of the third board of directors and the fourth meeting of the third board of supervisors. Related directors Mr. Wang Mingxi and Ms. Huang Yichao avoided voting and considered and adopted the proposal on acquiring 100% equity and related party transactions of Changzhou Ruidian Precision Technology Co., Ltd, It is agreed that the company will purchase 100% equity of Changzhou Ruidian Precision Technology Co., Ltd. (hereinafter referred to as “Ruidian precision” or “pledge subject”) with its own or self raised funds of RMB 225 million. For details, please refer to the company’s website cninfo.com designated by the CSRC on GEM information disclosure on December 9, 2021（ http://www.cn.info.com.cn. ）Announcement on the acquisition of 100% equity and related party transactions of Changzhou Ruidian Precision Technology Co., Ltd. On December 24, 2021, the company held the fifth extraordinary general meeting of shareholders in 2021. The related shareholders avoided voting and deliberated and adopted the proposal on acquiring 100% equity and related party transactions of Changzhou Ruidian Precision Technology Co., Ltd. for details, see the company on the gem information disclosure website cninfo.com designated by the CSRC on December 25, 2021（ http://www.cn.info.com.cn. ）Announcement on the resolution of the fifth extraordinary general meeting of shareholders in 2021 disclosed on the.
On December 29, 2021, the company launched cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission（ http://www.cn.info.com.cn. ）The announcement on the progress of acquiring 100% equity and related party transactions of Changzhou Ruidian Precision Technology Co., Ltd. was disclosed on the. The company signed and completed the equity transfer agreement with the shareholders of Ruidian precision, Wang Mingxi, Jin Wenying, Huang Yichao, Changzhou Ruidian venture capital partnership (limited partnership), Xu Tianmin, park hyung don, Jin Wenhui, you Mingdong and Liu Huifen.
On January 19, 2022, the company opened the gem information disclosure website cninfo.com designated by China Securities Regulatory Commission（ http://www.cn.info.com.cn. ）The announcement on the progress of acquiring 100% equity and related party transactions of Changzhou Ruidian Precision Technology Co., Ltd. was disclosed on the. The company was informed that Ruidian precision has completed the industrial and commercial change registration formalities in Changzhou administrative examination and approval Bureau and renewed its new business license.
2、 Basic information of applying for M & a loan
On February 16, 2022, the eighth meeting of the third board of directors of the company deliberated and adopted the proposal on applying for M & a loan credit line from the bank. In view of the fact that the loan amount applied for in the early stage of M & A and development of the company does not exceed RMB 13.55 million, and the actual loan amount to be transferred from the company to the bank does not exceed RMB 1.55 million The loan term and other specific information shall be subject to the signed agreement or relevant documents. The company will provide pledge guarantee for the M & a loan applied to the bank with no more than 100% equity of Ruidian precision. The company and the bank will sign a separate pledge guarantee contract, and the rights and obligations shall be subject to the pledge guarantee contract.
The M & a loan credit line applied for this time does not occupy the comprehensive credit line authorized in the proposal on applying for comprehensive credit line from banks approved by the fifth extraordinary general meeting of shareholders of the company in 2021.
In view of the different approval procedures and progress of each bank, in order to ensure the smooth progress of M & A financing business, on the premise of not exceeding the comprehensive credit line, the board of directors of the company authorizes Mr. Wang Mingxi, chairman of the company or his designated authorized agent to review, approve and sign various legal documents within the M & a loan credit line on behalf of the company. The authorization period shall be valid within one year from the date of deliberation and approval by the board of directors of the company.
This matter has been deliberated and approved at the 8th meeting of the third board of directors of the company and does not constitute related party transactions or major asset restructuring. In accordance with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, the application for M & a loan credit line from the bank does not need to be submitted to the general meeting of shareholders for deliberation.
3、 Basic information of pledge object
1. Company name: Changzhou Ruidian Precision Technology Co., Ltd
2. Company type: limited liability company
3. Address: No. 35, Ziwei Road, Zhonglou District, Changzhou City
4. Legal representative: Zhang Ling
5. Registered capital: 50 million yuan
6. Business scope: R & D, design, manufacturing and sales of vehicle interior and exterior decoration systems, intelligent seat systems, automotive electronic systems, automotive harness systems, driverless electronic systems, safety systems, high-precision molds and plastic parts; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies restricted or prohibited by the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
7. Major shareholders: as of the disclosure date of this announcement, Ruidian precision is a wholly-owned subsidiary of the company, and the company accounts for 100% of its equity.
4、 Impact on the company
The company’s application for M & a loan from the bank is used to replace the paid transfer funds and unpaid equity transfer funds for the early acquisition of 100% equity of Ruidian precision, which is in line with the company’s development planning and financing needs, will not have a significant adverse impact on the company’s production and operation, and will not damage the interests of the company and shareholders, especially small and medium-sized investors.
5、 Opinions of the board of supervisors
The board of supervisors believes that the company’s application for M & a loan line from the bank this time is in line with the company’s development planning and financing needs, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized investors. Therefore, the board of supervisors agreed to this matter.
6、 Opinions of independent directors
The independent directors believe that the company’s application for M & a loan line from the bank this time meets the company’s long-term development planning and financing needs, and is conducive to the company’s long-term development. This application for M & a loan credit will not bring significant financial risks to the company, and there is no situation damaging the interests of the company and all shareholders. The pledge guarantee required for this application for loan will not affect the production and operation of the company.
7、 Documents for future reference
1. Resolutions of the 8th meeting of the 3rd board of directors of the company;
2. Resolutions of the sixth meeting of the third board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the eighth meeting of the third board of directors.
It is hereby announced.
Jiangsu Gian Technology Co.Ltd(300709) board of directors February 17, 2022
