China Securities Co.Ltd(601066)
Verification opinions on Guangdong Shenling Environmental Systems Co.Ltd(301018) shareholders providing guarantee and connected transactions for the company’s application for comprehensive credit line from the bank
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” and “sponsor”) as a sponsor of Guangdong Shenling Environmental Systems Co.Ltd(301018) (hereinafter referred to as ” Guangdong Shenling Environmental Systems Co.Ltd(301018) ” and “company”) for initial public offering of shares and listing on the gem, in accordance with the measures for the administration of securities issuance and listing sponsor business and the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 13 – sponsor business Relevant laws and regulations such as Shenzhen Stock Exchange GEM Listing Rules and Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of listed companies on the gem have verified Guangdong Shenling Environmental Systems Co.Ltd(301018) ‘s application for credit from banks and related party guarantees and related party transactions provided by related parties for the company, and issued the following opinions: I. overview of related party guarantees
(I) basic information of guarantee
In order to ensure the company’s daily operating funds and business development needs, and actively expand capital channels, the company plans to apply to the bank for a comprehensive credit line of no more than RMB 2.4 billion. The above credit will be guaranteed by the company’s shareholders Mr. Cui Yingqi, Mr. Tan Bingwen, Ms. Su Cuixia, Mr. Ou Zhaoming and Guangdong Shenling Investment Co., Ltd. The final credit term shall be subject to the actual approval of the bank, and the credit line can be recycled within the credit term. The above credit line is only the credit line to be applied by the company, and the specific credit amount shall be subject to the relevant contract signed with the bank according to the actual capital needs of the company.
The above shareholders agree to provide joint and several liability free guarantee for the company’s application for bank credit, and the company is exempted from paying guarantee fees. The guarantee matters shall be subject to the specific guarantee agreement signed between the bank and the actual party, and the guarantee amount shall be subject to the actual amount between the Bank and the company.
(II) internal decision-making procedures for the above guarantee
The sixth meeting of the third board of directors and the fourth meeting of the third board of supervisors respectively considered and approved the above related guarantee matters. The related directors Mr. Cui Yingqi, Mr. Tan Bingwen, Ms. Cui Zihua, Mr. Chen Zhongbin and the related supervisor Mr. Ou Zhaoming avoided voting, and the independent directors expressed their prior approval opinions and independent opinions. According to the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, this matter is exempted from submission to the general meeting of shareholders for deliberation.
(III) relationship
As Mr. Cui Yingqi is the actual controller and chairman of the company; Mr. Tan Bingwen is a director of the company and a shareholder holding more than 5%; Ms. Su Cuixia is a shareholder holding more than 5% of the company’s shares; Mr. Ou Zhaoming is the supervisor of the company; Guangdong Shenling Investment Co., Ltd. is a shareholder holding more than 5% of the company’s shares. According to the Listing Rules of gem shares of Shenzhen Stock Exchange, Mr. Cui Yingqi, Mr. Tan Bingwen, Ms. Su Cuixia, Mr. Ou Zhaoming and Guangdong Shenling Investment Co., Ltd. are related parties of the company. The above joint and several liability free guarantee matters constitute related party transactions. 2、 Basic information of related parties
Mr. Cui Yingqi, Chinese nationality, is the chairman of the company and directly holds 55.08 million shares of the company, with a direct shareholding ratio of 22.95%; Through Guangdong Shenling Investment Co., Ltd., it indirectly holds 18.36 million shares of the company, with an indirect shareholding ratio of 7.65%. It is the actual controller of the company. Mr. Cui Yingqi is not a dishonest person. Mr. Tan Bingwen, a Chinese national, is a director of the company and directly holds 31.32 million shares of the company, with a shareholding ratio of 13.05%; Indirectly holding 10.44 million shares of the company through Guangdong Shenling Investment Co., Ltd., accounting for 4.35%. Mr. Tan Bingwen is not a person who has broken his promise.
Ms. Su Cuixia, a Chinese national, is the mother of Chen Zhongbin, a director of the company. She directly holds 16.2 million shares of the company, with a shareholding ratio of 6.75%; Indirectly holding 5.4 million shares of the company through Guangdong Shenling Investment Co., Ltd., accounting for 2.25%. Ms. Su Cuixia is not the person who has broken her promise.
Mr. Ou Zhaoming, a Chinese national, is a supervisor of the company and directly holds 5.4 million shares of the company, with a shareholding ratio of 2.25%; Indirectly holding 1.8 million shares of the company through Guangdong Shenling Investment Co., Ltd., accounting for 0.75%. Mr. Ou Zhaoming is not the person to be executed for breaking his promise.
Guangdong Shenling Investment Co., Ltd., an enterprise controlled by Mr. Cui Yingqi, the actual controller of the company, directly holds 36 million shares of the company, with a shareholding ratio of 15.00%. Guangdong Shenling Investment Co., Ltd. is not a dishonest executee.
According to the regulations of Shenzhen Stock Exchange GEM Listing Rules, Mr. Cui Yingqi, Mr. Tan Bingwen, Ms. Su Cuixia, Mr. Ou Zhaoming and Guangdong Shenling Investment Co., Ltd. are related parties of the company. Therefore, this joint and several liability free guarantee constitutes a related party transaction. 3、 Main contents and pricing policies of related party transactions
In order to support the company’s business development, the company plans to apply to the bank for a comprehensive credit line of no more than RMB 2.4 billion. The above bank credit will be guaranteed by the company’s shareholders Mr. Cui Yingqi, Mr. Tan Bingwen, Ms. Su Cuixia, Mr. Ou Zhaoming and Guangdong Shenling Investment Co., Ltd.
The agreements related to the above matters have not been signed yet. Within the scope of the above lines, the specific credit amount and credit mode are finally subject to the formal agreement or contract actually signed between the company and the bank. 4、 Purpose of transaction and impact on the company
The company’s application for credit line from the bank is based on the actual needs of daily production and operation activities, which is conducive to replenishing working capital and promoting business development, and will not have a negative impact on the company’s production and operation. Up to now, the company is in good operation and has good solvency. The decision-making procedure of the application for comprehensive credit line is legal and compliant, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders. 5、 Cumulative number of related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of 2022 to the disclosure date of this announcement, Mr. Cui Yingqi, Mr. Tan Bingwen, Ms. Su Cuixia, Mr. Ou Zhaoming and Guangdong Shenling Investment Co., Ltd. did not have other related party transactions except providing free guarantee for the company’s Bank credit this time. 6、 Relevant decision-making procedures to be performed
(I) deliberations of the board of directors
On February 22, 2022, the company held the sixth meeting of the third board of directors, deliberated and passed the proposal on the company’s shareholders providing guarantee and related party transactions for the company’s application for comprehensive credit line from the bank. The related directors Mr. Cui Yingqi, Mr. Tan Bingwen, Ms. Cui Zihua and Mr. Chen Zhongbin avoided voting on the proposal, The purpose of applying to the bank for comprehensive credit extension and related party guarantee is to meet the daily operation needs of the company. The company has stable operation, good solvency and controllable risk of providing guarantee. Therefore, the board of directors agrees that the shareholders of the company, Mr. Cui Yingqi, Mr. Tan Bingwen, Ms. Su Cuixia, Mr. Ou Zhaoming and Guangdong Shenling Investment Co., Ltd., provide the company with joint and several liability free guarantee with a total amount of no more than RMB 2.4 billion.
In accordance with the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, this proposal is exempted from submission to the general meeting of shareholders for deliberation.
(II) deliberation of the board of supervisors
On February 22, 2022, the company held the fourth meeting of the third board of supervisors, deliberated and approved the proposal on the company’s shareholders providing guarantee and connected transactions for the company’s application for comprehensive credit line from the bank, and the connected supervisor Mr. Ou Zhaoming avoided voting on this proposal. After deliberation, the board of supervisors held that: the related party guarantee of the company’s application for credit from the bank is based on the needs of production and operation, which is conducive to the company’s obtaining the bank credit line and ensuring the company’s production and operation. This related party guarantee is a unilateral profit-making transaction of the company, there is no transfer of interests and does not damage the interests of the company and other minority shareholders. This connected transaction complies with relevant laws and regulations and the articles of association, and the decision-making process is legal and compliant. Therefore, the board of supervisors agreed with the shareholders of the company to provide related guarantees for the company’s application for credit line from the bank.
(III) prior approval and independent opinions of independent directors
1. Prior approval opinion
In order to ensure the company’s daily operating funds and business development needs, and actively expand capital channels, the company plans to apply to the bank for a comprehensive credit line of no more than RMB 2.4 billion. The company’s shareholders Mr. Cui Yingqi, Mr. Tan Bingwen, Ms. Su Cuixia, Mr. Ou Zhaoming and Guangdong Shenling Investment Co., Ltd. provide joint and several liability free guarantee for the company. This connected transaction is conducive to the operation and development of the company, does not affect the independence of the company, and does not damage the interests of the company and shareholders, especially minority shareholders. Therefore, the independent directors unanimously agreed to submit the proposal to the sixth meeting of the third board of directors for deliberation.
2. Independent opinion
After verification, the independent directors believe that the shareholders of the company, Mr. Cui Yingqi, Mr. Tan Bingwen, Ms. Su Cuixia, Mr. Ou Zhaoming and Guangdong Shenling Investment Co., Ltd., have agreed to provide joint and several liability free guarantee for the company’s application for bank credit, free from the payment of guarantee fees, which is in line with the necessity of the company’s business development, supports the development of the company and does not harm the company and other shareholders, In particular, the interests of small and medium-sized investors are in line with the actual situation of the company’s business development; During the consideration of this matter, the related directors avoided voting, and the relevant guarantee behavior met the requirements of relevant laws and regulations. Therefore, the independent directors unanimously agreed on the proposal that the shareholders of the company provide guarantee and connected transactions for the company’s application for comprehensive credit line from the bank. 7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s shareholders Mr. Cui Yingqi, Mr. Tan Bingwen, Ms. Su Cuixia, Mr. Ou Zhaoming and Guangdong Shenling Investment Co., Ltd. provide related party guarantee for the company’s application for credit line from the bank based on the company’s daily production and operation considerations and in line with the company’s actual operation and development strategy. The guarantee was deliberated and adopted at the sixth meeting of the third board of directors and the fourth meeting of the third board of supervisors respectively. The independent directors expressed clear opinions and the voting procedures were legal and compliant. This exemption was submitted to the general meeting of shareholders for deliberation. The guarantee complies with the requirements of laws, regulations and normative documents such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the provisions of the articles of association, and there is no behavior damaging the interests of the company and shareholders.
(no text below)
(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) verification opinions on Guangdong Shenling Environmental Systems Co.Ltd(301018) shareholders providing guarantee and connected transactions for the company’s application for comprehensive credit line from the bank) sponsor representative:
Zhang tiehe Xinmiao
China Securities Co.Ltd(601066) mm / DD / yy
