Guoyuan Securities Company Limited(000728)
About Anhui Xinbo Aluminum Co.Ltd(003038)
Verification opinions on the guarantee and related party transactions provided by the actual controller for the company
Guoyuan Securities Company Limited(000728) as the sponsor of Anhui Xinbo Aluminum Co.Ltd(003038) (hereinafter referred to as “xinplatinum aluminum” or “the company”) non-public offering of a shares. According to the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant provisions, Guoyuan Securities Company Limited(000728) has verified the guarantee and related party transactions provided by the actual controller for the company. The specific circumstances are as follows: 1 Basic information of guarantee provided by the actual controller for the company and related party transactions
Anhui Xinbo Aluminum Co.Ltd(003038) the 15th meeting of the second board of directors deliberated and adopted the proposal on increasing guarantees and related party transactions for the company by the actual controller. Tang Kaijian, the actual controller of the company, and his spouse Wang Jue intend to provide guarantees of no more than 150 million yuan for all kinds of loans, bills, letter of guarantee and other financing activities of the company, banks and other financial institutions. According to relevant regulations such as the Listing Rules of Shenzhen Stock Exchange, this guarantee constitutes a related party transaction, and this related party transaction does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
(I) basic information
Tang Kaijian, male, China nationality, ID number: 3411811978********
Mr. Tang Kaijian, born in April 1978, Chinese nationality, without permanent overseas residency, college degree, EMBA of Changjiang business school. From December 2002 to June 2004, worked in Zhangjiagang Xinhong Aluminum Development Co., Ltd. as a salesperson; From June 2004 to April 2007, worked in Suqian Xinhong Aluminum Development Co., Ltd. as deputy general manager; From May 2007 to now, he has successively served as the general manager and executive director of Xinfa aluminum; Since August 2013, he has successively served as the executive director and chairman of the issuer; From May 2018 to now, he has served as the executive director of Suzhou xinplatinum; From December 2018 to now, he has served as the executive partner of Tianchang Tianding; From December 2019 to now, he has served as the executive director of xinplatinum technology; From June 2021 to now, he has served as the executive director of xinplatinum aluminum; From October 2021 to now, he has served as the executive director of xinplatinum photovoltaic; From March 2020 to June 2021, he served as the supervisor of tianzhe energy conservation. He is currently the chairman of the company. Mr. Tang Kaijian has won the fourth batch of entrepreneurship leading talents of the “special support plan” of Anhui Province, Chuzhou “excellent veterans of the city”, Tianchang “excellent entrepreneur of 2018”, Chuzhou “excellent private entrepreneur of 2019”, Chuzhou “most beautiful veterans of 2021” and other awards.
Wang Jue, female, China nationality, ID number: 3205021981********
Ms. Wang Jue works in Suzhou xinplatinum Aluminum Technology Co., Ltd., a wholly-owned subsidiary.
(II) description of association relationship
As of the date of issuance of this verification opinion, Mr. Tang Kaijian directly holds 44.20992 million shares of the company, accounting for 41.54% of the total share capital of the company, controls 5.2876 million shares of the company through Tianchang Tianding enterprise operation management center (limited partnership), accounting for 4.97% of the total share capital of the company, and controls 46.51% of the shares of the company in total. Ms. Wang Jue does not hold the shares of the company. Mr. Tang Kaijian is now the chairman of the company and the actual controller of the company. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the company has a connected relationship with Tang Kaijian and Wang Jue, and the matters guaranteed by Tang Kaijian and Wang Jue constitute a connected transaction.
(III) other matters
After inquiry, Tang Kaijian and Wang Jue are not the persons subject to execution for dishonesty.
At present, Tang Kaijian and Wang Jue have a good reputation and have the ability to provide guarantee to the company.
3、 Main contents of the guarantee contract to be signed
Guarantor: Tang Kaijian and Wang Jue
Guaranteed parties: Anhui Xinbo Aluminum Co.Ltd(003038) , Anhui Xinfa Aluminum Co., Ltd. and Anhui Xinbo Technology Co., Ltd
Financing institutions: Industrial Bank Co.Ltd(601166) Tianchang sub branch, Yangcun sub branch of Anhui Tianchang rural commercial bank, Anhui Tongcheng rural commercial bank, etc
Guarantee method: joint and several liability guarantee
Guarantee amount: 1.5 billion yuan
The board of directors of the company plans to request the general meeting of shareholders to authorize the management of the company to reasonably allocate and use the above guarantee amount according to the actual needs, sign the guarantee contract and handle the relevant guarantee business. The authorization period is from the date of deliberation and approval of the annual general meeting of shareholders in 2021 to the date of convening the annual general meeting of shareholders in 2022.
4、 Impact of this connected transaction on the company
The actual controller of the company provides guarantee for the company in order to better meet the needs of the company’s operation and development, without charging any guarantee fee and providing counter guarantee, which reflects the actual controller’s support for the company and is in line with the interests of the company and all shareholders. This related party transaction follows the principles of voluntariness, equality, mutual benefit and fairness, and will not affect the operating performance of the company, the independence of the company, damage the interests of the company and other shareholders, violate relevant laws and regulations, and the main business of the company does not rely on related parties due to the above related party transactions.
5、 Approval procedures to be performed
The guarantee and related party transaction provided by the actual controller of the company for the company has been deliberated and approved at the 15th meeting of the second board of directors and the 14th meeting of the second board of supervisors. The independent directors have approved the above matters in advance and expressed their independent opinions after careful examination. The proposal needs to be submitted to the 2021 annual general meeting of the company for deliberation, Related parties interested in the related party transaction will avoid voting.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that this connected transaction has been deliberated and approved by the board of directors and the board of supervisors of the company, the connected directors have avoided voting at the board of directors, the independent directors have expressed their independent opinions on the above matters, the relevant procedures are legal and compliant, and comply with the stock listing rules of Shenzhen Stock Exchange The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws, regulations and the articles of association. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation. The actual controller provides guarantee and related party transactions for the company, which helps to meet the capital needs in the operation and development of the company and improve the operation efficiency of the company.
In conclusion, the recommendation institution has no objection to the above related party transactions.
(there is no text on this page, which is the signature page of Guoyuan Securities Company Limited(000728) verification opinions on Anhui Xinbo Aluminum Co.Ltd(003038) actual controller providing guarantee for the company and related party transactions)
Sponsor representative:
Ge Jianfeng, Zhou Yu
Guoyuan Securities Company Limited(000728) mm / DD / yy
