Stock abbreviation: * ST Yaxing Stock Code: 600319 No.: pro 2022-011 Weifang Yaxing Chemical Co.Ltd(600319)
Announcement on confirmation of daily deposits and loans to related parties in 2021 and expected daily deposits and loans in 2022
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 confirm the deposits and loans with Weifang Bank Co., Ltd. (hereinafter referred to as “Weifang bank”) in 2021 and estimate the deposit and loan amount in 2022.
In the past 12 months, in addition to this transaction, the company has the following related party transactions with Weifang bank and its related parties:
The company’s loan balance from the controlling shareholder Weifang Urban Construction Development Investment Group Co., Ltd. (hereinafter referred to as “Weifang Urban Investment Group”) is 239 million yuan (excluding the matters that the company plans to apply for a loan of no more than 60 million yuan from Weifang urban investment group submitted to the board of directors on the same day).
As Weifang urban investment group is one of the shareholders of Weifang Bank (holding 13.58%) and the senior managers of Weifang urban investment group serve as directors of Weifang Bank (not included in the scope of consolidated statements and not involved in daily operation and management), they are related parties to each other.
The amount of this connected transaction has reached more than 30 million yuan, accounting for more than 5% of the absolute value of the company’s latest audited net assets. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Basic information of daily connected transactions
The company has been handling deposit and loan business in Weifang bank since 2005. Considering that Weifang urban investment group is one of the shareholders of Weifang Bank (holding 13.58%) and the senior executives of Weifang urban investment group serve as directors of Weifang Bank (not included in the scope of consolidated statements and not involved in daily operation Management), As a result, since Weifang urban investment group became the controlling shareholder of the company in 2021, the deposit and loan business needs to be submitted to the board of directors and the general meeting of shareholders of the company for deliberation in accordance with the relevant procedures of related party transactions. The deposit and loan occurred in 2021 is now confirmed, and the deposit and loan amount in 2022 is expected.
(I) review procedures for the performance of daily connected transactions
1. 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 confirming the daily deposit and loan from related parties in 2021 and predicting the daily deposit and loan amount in 2022 was considered and adopted. The related directors Mr. Cao Xibo, Ms. Wang Xiuping, Mr. Tan Tengfei Mr. Zhai Yueqiang abstained from voting, and the non affiliated directors unanimously passed the above proposal. This transaction shall also be submitted to the general meeting of shareholders for deliberation, and the related shareholders shall avoid voting at the general meeting of shareholders.
2. Prior approval opinions of independent directors
After receiving and carefully reading and investigating relevant materials, the independent directors believe that the company plans to confirm the issued survival loan in Weifang bank in 2021, and it is expected that the related party transaction of the deposit and loan line in 2022 is to meet the capital needs of the company’s daily turnover, speed up the operation progress of the project and prevent business risks, The transaction complies with the requirements of relevant laws and regulations, and no damage to the interests of listed companies and shareholders is found. 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.
3. Independent opinions of independent directors
The company plans to confirm the issued survival loan from the related party Weifang bank in 2021 and expects that the deposit and loan amount in 2022 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.
4. Audit opinions of the audit committee of the board of directors
The audit committee of the board of directors has carefully reviewed the related party transactions between the company and Weifang bank and investigated the relevant materials. It believes that the related party transactions meet the needs of the company’s production and operation, are conducive to meeting the company’s daily working capital needs, accelerating the progress of project operation, preventing business risks and promoting the development of the company, without damaging the company and its shareholders, Especially the interests of 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.
(II) implementation of daily related deposits and loans in 2021
1. Deposits in 2021: the maximum balance of daily deposits is 175.1577 million yuan
2. 2021 loan:
(1) Loan line: 122 million yuan;
(2) Loan term: one year from the date of borrowing;
(3) Loan interest rate: the loan interest rate shall be 6% 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, the interest is calculated on a daily basis, the interest is paid on the 21st of each month, and the principal and remaining interest are returned when due;
(5) The company provides mortgage guarantee for the company to apply for working capital loan of 50 million yuan from Weifang bank with the existing machinery and equipment with the original asset value of 51 million yuan of Weifang Yaxing New Material Co., Ltd;
(III) forecast of daily related deposits and loans in 2022
1. It is estimated that the maximum daily balance of deposits in 2022 will not exceed RMB 300 million.
2. Estimated loan in 2022: before the expiration of the loan in 2022, the company plans to negotiate with Weifang bank on matters related to the loan in 2022 according to the loan amount and conditions in 2021. The specific loan amount, term and interest rate are as follows:
(1) Estimated loan limit: 122 million yuan;
(2) Estimated loan term: one year from the date of borrowing;
The specific terms shall be subject to the agreement actually signed with the bank, and the company will timely perform the obligation of information disclosure in accordance with relevant regulations.
2、 Introduction to related parties and related relationships
Company name: Weifang Bank Co., Ltd
Registered address: No. 5139 Shengli East Street, Kuiwen District, Weifang City
Registered capital: 3368844974 yuan
Legal representative: Yan tingjun
Date of establishment: August 15, 1997
Business term: from August 15, 1997 to no fixed term
Unified social credit Code: 91370000165448866l
Enterprise type: joint stock company
Business scope: the institution is allowed to operate Bank Of China Limited(601988) the business approved by the industry supervision and Administration Commission in accordance with relevant laws, administrative regulations and other provisions, and the business scope shall be subject to approval
The listed in the document shall prevail; Fund sales.
(the validity period is subject to the license). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Based on the requirements of banking supervision, Weifang bank has not provided relevant financial operation information to the company.
Weifang urban investment group, the controlling shareholder of the company, is now one of the shareholders of Weifang bank, and the senior management of Weifang urban investment group serves as a director of Weifang bank. According to item (I) of article 6.3.3 of the Listing Rules of Shanghai Stock Exchange, Weifang bank is an associated legal person of the company, and this transaction 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.
Weifang bank is a legally existing financial institution in China. Its economic benefits and financial status are good. It can normally perform the contents of the contract in daily transactions and is fully capable of performing the contract.
3、 Main contents and pricing policies of related party transactions
The above related party transactions are normal capital deposit and loan activities in banking financial institutions. Due to the high asset liability ratio of the company in recent years, the interest rate is determined by both parties through negotiation on the basis of commercial principles and referring to the interest rate level of the market in the same period, and the transaction pricing is fair.
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.
Weifang Yaxing Chemical Co.Ltd(600319) board of directors February 22, 2002
