Securities code: 002700 securities abbreviation: Xinjiang Haoyuan Natural Gas Co.Ltd(002700) Announcement No.: 2022-014
Xinjiang Haoyuan Natural Gas Co.Ltd(002700)
Announcement on financial assistance provided to subsidiaries
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
In order to support the business development of the holding subsidiary and meet the capital turnover and daily operation needs of the holding subsidiary, Xinjiang Haoyuan Natural Gas Co.Ltd(002700) (hereinafter referred to as "the company") plans to provide the holding subsidiary Shanghai Yuanhan Energy Technology Co., Ltd. (hereinafter referred to as "Shanghai Yuanhan") with a financial assistance limit of no more than 50 million yuan, and sign a financial assistance contract within one year from the date of approval by the board of directors, The amount within the effective limit within 3 years can be recycled. The above financial assistance can be provided in the form of funds, entrusted loans, payment terms, etc. it can be provided in batches according to the needs of Shanghai Yuanhan, and the fund occupation fee shall be calculated according to the benchmark loan interest rate published by the people's Bank of China for the same period. Matters related to the amount of financial assistance provided this time will not affect the normal business development and capital use of the company, and do not belong to the situation that financial assistance is not allowed under the provisions of the stock listing rules and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange.
The company held the 16th meeting of the 4th board of directors on February 18, 2022. The proposal on providing financial assistance to Shanghai Yuanhan, a holding subsidiary, was deliberated and adopted by 4 votes in favor, 0 against and 0 abstention. Zhang Yunfeng, a related director, withdrew when voting. According to the above resolution of the board of directors, the company will sign the financial assistance agreement with Shanghai Yuanhan.
According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies and the articles of association, the above matters of providing financial assistance to Shanghai Yuanhan, the holding subsidiary of the company, do not constitute related party transactions, and the above amount of financial assistance is within the decision-making authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of financial aid recipients
(I) basic information of funded objects
Name: Shanghai Yuanhan Energy Technology Co., Ltd
Enterprise type: limited liability company
Securities code: 002700 securities abbreviation: Xinjiang Haoyuan Natural Gas Co.Ltd(002700) Announcement No.: 2022-014
Registered address: No. 14, Lane 1502, Luoshan Road, China (Shanghai) pilot Free Trade Zone
Legal representative: Zhao Xiangti
Registered capital: 500 million yuan
Unified social credit Code: 91310115ma1k40nu0t
Business scope: engaged in technology development, technology transfer, technical consulting and technical services in the field of new energy science and technology, sales of chemical raw materials and products (except hazardous chemicals, MCCs, civil explosives and precursor chemicals), electromechanical equipment and mechanical equipment, enterprise management consulting, business information consulting and data processing services. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments].
Equity structure: Xinjiang Haoyuan holds 51% equity, Zhang Yunfeng holds 39% equity and Zhao Xiangti holds 10% equity.
Relationship with the company: Shanghai Yuanhan is the holding subsidiary of the company.
Financial status: as of December 31, 2020, Shanghai Yuanhan had total assets of 284.7792 million yuan, total liabilities of 2.057 million yuan and net assets of 282.7217 million yuan. From January to December 2020, the operating income was 5.5946 million yuan, the total profit was -2.1010 million yuan and the net profit was -2.0802 million yuan. The above data were audited by Zhongqin Wanxin Certified Public Accountants (general partnership) Shenzhen Branch.
As of September 30, 2021, Shanghai Yuanhan had total assets of 278.5787 million yuan, total liabilities of 6.3423 million yuan and net assets of 277.9444 million yuan. From January to September 2021, the operating income was 169800 yuan, the total profit was -5931400 yuan, and the net profit was -5931400 yuan (Unaudited).
After verification, Shanghai Yuanhan does not belong to the dishonest executee.
(II) basic information of other shareholders
1. Basic information of other shareholders
Other shareholders of Shanghai Yuanhan are individual shareholder Zhang Yunfeng and individual shareholder Zhao Xiangti. The basic information of other shareholders is as follows:
Zhang Yunfeng (ID number: 41042**********5518), male, address of Pudong New Area, Shanghai, the current chairman of the company. Zhang Yunfeng is not a dishonest person to be executed.
Zhao Xiang (ID number: 65010**********3218), male, address is Tianyuan District, Zhuzhou City, Hunan province. Zhao Xiangti is not the person to be executed for dishonesty.
2. Relationship between other shareholders and listed companies
Zhao Xiangti, an individual shareholder, has no relationship with the listed company; Zhang Yunfeng, an individual shareholder, served as the chairman of the listed company.
Securities code: 002700 securities abbreviation: Xinjiang Haoyuan Natural Gas Co.Ltd(002700) Announcement No.: 2022-014
3. Other shareholders' performance of corresponding obligations according to the proportion of capital contribution
Zhang Yunfeng, an affiliated natural person of the company, failed to provide financial assistance with the same conditions to Shanghai Yuanhan according to the proportion of capital contribution.
The company directly holds 51% equity of Shanghai Yuanhan, which can effectively control Shanghai Yuanhan in terms of operation and management, finance, investment and financing. It has the ability to fully grasp and monitor the cash flow of Shanghai Yuanhan, and the financial risk is within the effective control range of the company. Therefore, other shareholders did not provide financial assistance with the same conditions according to the proportion of capital contribution. Moreover, Shanghai Yuanhan has low asset liability ratio, strong solvency, controllable financial support risk and no damage to the interests of the company.
3、 Main contents of financial assistance
Sponsor: Shanghai Yuanhan Energy Co., Ltd
Source of funds: self owned funds
Purpose of fund: the working capital required for carrying out daily business activities.
Amount of subsidy: within the validity period of 3 years, the amount shall not exceed 50 million yuan per year, and the amount within the amount can be recycled.
Interest: charged at the one-year loan interest rate of the people's Bank of China according to the actual loan amount.
Term of financial assistance: subject to the date of the loan contract finally signed.
4、 Opinions of the board of directors
The financial assistance provided by the company to the holding subsidiary Shanghai Yuanhan is based on supporting its business development and solving the capital gap required for its daily operation, which is in line with the company's development strategy and business development needs. On the premise of controlling risks, the above financial assistance matters are conducive to improving the fund use efficiency of the whole company and reducing the financial financing cost, Ensure the realization of the company's overall strategic business objectives.
5、 Opinions of independent directors
The financial support provided by the company to Shanghai Yuanhan this time is to meet the working capital turnover demand of Shanghai Yuanhan's business, facilitate its business expansion and improve its production and operation capacity without affecting the normal operation of the company; Shanghai Yuanhan is a holding subsidiary holding 51% of the company's shares, and the financial risk is within the controllable range. The above proposal does not harm the interests of the company and other shareholders, especially small and medium-sized shareholders. We agree that the company will provide financial assistance to the holding subsidiary this time.
Securities code: 002700 securities abbreviation: Xinjiang Haoyuan Natural Gas Co.Ltd(002700) Announcement No.: 2022-014
6、 Other matters
As of the date of this announcement, the balance of financial assistance provided by the company to the outside world was 0 million yuan, and the company did not recover the financial assistance within the time limit.
7、 Documents for future reference
1. Resolution of the 16th meeting of the 4th board of directors of the company
2. Independent opinions of independent directors on matters related to the 16th meeting of the Fourth Board of directors of the company
It is hereby announced.
Xinjiang Haoyuan Natural Gas Co.Ltd(002700) board of directors February 18, 2022
