Stock abbreviation: * ST Yaxing Stock Code: 600319 No.: pro 2022-010 Weifang Yaxing Chemical Co.Ltd(600319)
Announcement on applying for loans and related party transactions from controlling shareholders
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Weifang Yaxing Chemical Co.Ltd(600319) (hereinafter referred to as "the company") plans to apply for a loan of 60 million yuan from the controlling shareholder Weifang urban construction and Development Investment Group Co., Ltd. (hereinafter referred to as "Weifang Urban Investment Group"), with an annualized interest rate of 7.5% and a loan term from the date of loan to May 30, 2022. The company does not need to provide mortgage guarantee for the above loan with its own assets.
In the past 12 months, in addition to this transaction, the company has the following related party transactions with Weifang urban investment group and its related parties:
1. The company's loan balance from Weifang urban investment group is 239 million yuan (excluding this loan limit); 2. The company has handled deposit and loan business in Weifang bank since 2005. Since Weifang urban investment group is one of the shareholders of Weifang Bank Co., Ltd. (hereinafter referred to as "Weifang bank") and the senior managers of Weifang urban investment group serve as directors in Weifang bank, As a result, the deposit and loan business with Weifang Bank (the maximum daily deposit balance in 2021 is 175.1577 million yuan and the loan is 122 million yuan) has become a related party transaction since Weifang urban investment group became the controlling shareholder of the company in 2021.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
1、 Basic information of related party transactions
In order to meet the company's daily capital turnover needs, the company now plans to apply for a loan of 60 million yuan from the controlling shareholder Weifang urban investment group, with a loan interest rate of 7.5% and a loan period from the date of loan to May 30, 2022. Weifang urban investment group is the controlling shareholder of the company. According to item (I) of article 6.3.3 of the Listing Rules of Shanghai Stock Exchange, Weifang urban investment group is an affiliated legal person of the company. The company's application for loan constitutes a connected transaction. This transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
In the past 12 months, the company has the following related party transactions with Weifang urban investment group and its related parties:
1. The company's loan balance from Weifang urban investment group is 239 million yuan (excluding the loan limit). For details, see the announcement on applying for loan extension and related party transactions from controlling shareholders (Announcement No.: pro 2021-077) disclosed by the company on the designated information disclosure media on December 25, 2021;
2. Since 2005, the company has handled deposits and loans in Weifang bank. Since Weifang urban investment group is one of the shareholders of Weifang Bank Co., Ltd. (hereinafter referred to as "Weifang bank") and the senior management of Weifang urban investment group serves as a director of Weifang bank, As a result, the deposit and loan business with Weifang Bank (the maximum daily deposit balance in 2021 is 175.1577 million yuan and the loan is 122 million yuan) has become a related party transaction since Weifang urban investment group became the controlling shareholder of the company in 2021, For details, see the announcement on confirming the daily deposit and loan from related parties in 2021 and predicting the daily deposit and loan amount in 2022 (Announcement No.: pro 2022-011) disclosed by the company in the designated information disclosure media on the same day.
In addition to the above transactions, the company has no other transactions with Weifang urban investment group and its related parties.
2、 Introduction to related parties
Weifang urban investment group is the controlling shareholder of the company and the related party of the company.
Company name: Weifang Urban Construction Development Investment Group Co., Ltd
Registered address: No. 439 Wenhua Road, Kuiwen District, Weifang City, Shandong Province
Registered capital: 500 million yuan
Legal representative: Ma Yongjun
Date of establishment: September 22, 2016
Business term: September 22, 2016 to no fixed term
Unified social credit Code: 91370700ma3ch7uy48
Enterprise type: limited liability company (solely state-owned)
Investment and operation of state-owned assets; Operation and management of state-owned assets; Business scope of the city: development and construction of municipal and agricultural infrastructure; Land consolidation and real estate development; estate management; House leasing, etc. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Weifang urban investment group is a wholly-owned enterprise of Weifang state owned assets supervision and Administration Commission. The main financial indicators in the last three years are as follows:
Unit: 10000 yuan
Project December 31, 2020 December 31, 2019 December 31, 2018
Total assets 10673266.21 9952870.87 8726712.19
Total liabilities 5858291.84 5236426.27 4507210.83
Owner's equity 4814974.38 4716444.60 4219501.36
Equity attributable to 3684633.24, 3622387.70 and 3482127.39 of the parent company
Project 2020 2019 2018
Total operating income 952212.21 364193.24 173762.42
Total profit 29391.48 43300.88 54254.13
Net profit 22069.50 40210.76 53810.91
Net profit attributable to all 17416.37 40450.42 50102.71 of the parent company
3、 Basic information of related party transactions
1. Loan amount: 60 million yuan;
2. Loan term: from the date of loan to May 30, 2022;
3. Loan interest rate: the loan interest rate shall be 7.5% annualized, and the interest shall be calculated from the date when Party A pays the loan to Party B to the repayment date of Party B;
4. Repayment of principal and interest: the loan under this contract can be repaid in advance, with interest calculated on a daily basis, and the principal and interest can be repaid in a lump sum when due;
5. The company does not need to provide mortgage guarantee for the above loans with its own assets;
6. Related party transactions involve the determination method of annualized loan interest rate: in recent years, the company's asset liability ratio is high, resulting in difficulties in financing through banks and other financial institutions.
Referring to the market interest rate level in the same period, the annualized loan interest rate is determined to be 7.5% after negotiation with Weifang urban investment group.
4、 Purpose of related party transactions and its impact on Listed Companies
This transaction is conducive to meeting the company's daily working capital needs and preventing business risks. It is in line with the interests of the company and all shareholders and will not have a material impact on the company's financial situation and current operating results.
5、 Review procedures for the performance of related party transactions
(I) deliberations of the board of directors
On February 21, 2022, the company held the 9th meeting of the 8th board of directors. With 5 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on applying for loans and related party transactions from controlling shareholders was considered and adopted. The related directors Mr. Cao Xibo, Ms. Wang Xiuping, Mr. Tan Tengfei and Mr. Zhai Yueqiang abstained from voting, The non affiliated directors unanimously passed the above proposal.
(II) prior approval opinions of independent directors
The independent directors have received and carefully read and investigated the relevant materials, and believe that the related party transaction that the company plans to apply for loan from Weifang urban investment group is to meet the capital needs of the company's daily turnover, accelerate the progress of project operation and prevent business risks. The transaction complies with the requirements of relevant laws and regulations, and no damage is found to the interests of listed companies and shareholders.
Agree to submit the proposal to the board of directors of the company for deliberation, and draw the attention of the board of directors of the company. The affiliated directors should avoid voting on the proposal.
(III) independent opinions of independent directors
The company plans to apply to Weifang urban investment group, the controlling shareholder, for a loan of 60 million yuan, which is to meet the capital needs of the company's daily turnover, help to increase capital liquidity, improve capital use efficiency, prevent capital risks, and do not harm the interests of the listed company and all shareholders, especially small and medium-sized shareholders.
When the board of directors considered this related party transaction, the related directors avoided voting, and the deliberation and decision-making procedures of this related party transaction comply with the provisions of laws and regulations and the articles of association. We agree to this matter and agree to submit it to the general meeting of shareholders for deliberation.
(IV) audit opinions of the audit committee of the board of directors
The audit committee of the board of directors carefully reviewed the related party transactions between the company and Weifang urban investment group, investigated the relevant materials, and considered that the related party transactions met the needs of the company's production and operation, were conducive to meeting the company's daily working capital needs, accelerating the progress of project investment and operation, preventing business risks and promoting the development of the company, There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders.
The proposal needs to be supplemented and submitted to the general meeting of shareholders of the company for deliberation. At that time, the related shareholders will avoid voting.
It is hereby announced.
Weifang Yaxing Chemical Co.Ltd(600319) board of directors
February 22, 2002
