Securities code: 003038 securities abbreviation: Anhui Xinbo Aluminum Co.Ltd(003038) Announcement No.: 2022-019 Anhui Xinbo Aluminum Co.Ltd(003038)
Announcement on the guarantee provided by the actual controller for the company and related party transactions
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 related party transactions
Anhui Xinbo Aluminum Co.Ltd(003038) (hereinafter referred to as “the company”) held the 15th meeting of the second board of directors and the 14th meeting of the second board of supervisors on February 24, 2022, deliberated and adopted the proposal on the actual controller providing guarantees and related party transactions for the company. According to the actual business needs of the company, the actual controller plans to provide all kinds of loans for the company, banks and other financial institutions Provide guarantee of no more than RMB 1.5 billion for financing activities such as Bill and letter of guarantee business. The independent directors of the company have issued prior approval opinions and agreed independent opinions on the above matters, and the sponsor has issued verification opinions. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and the related persons interested in the related party transaction will avoid voting. According to the Listing Rules of Shenzhen Stock Exchange and other relevant provisions, this guarantee constitutes a connected transaction. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not require the approval of relevant departments. 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 this announcement, Mr. Tang Kaijian directly holds 44.20992 million shares of the company, accounting for 41.54% of the total share capital of the company. He 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 equity of the company in total. Ms. Wang Jue does not hold the shares of the company. Mr. Tang Kaijian is now the chairman and 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、 Purpose of this connected transaction and its impact 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、 Other arrangements involving connected transactions
This connected transaction does not involve other relevant arrangements.
6、 Accumulated various related party transactions with the related party from the beginning of the year to the disclosure date of this announcement
From the beginning of 2022 to the disclosure date of this announcement, the actual controller of the company and his spouse did not have other related party transactions except providing free guarantee for the company’s credit or loan to the bank.
7、 Prior approval opinions and independent opinions of independent directors
1. Prior approval opinions of independent directors
This connected transaction occurred due to the needs of the company’s operation and development, which can only be implemented after being deliberated and approved by the company’s board of directors. When the company’s board of directors votes, interested connected directors shall withdraw. This connected transaction does not harm the interests of the company and shareholders, especially minority shareholders. Therefore, we unanimously agree to submit the proposal on the guarantee and related party transactions provided by the actual controller for the company to the board of directors of the company for deliberation.
2. Independent opinions of independent directors
According to the relevant provisions of the company law, the rules for independent directors of listed companies, the articles of association and other laws and regulations, as independent directors of the company, we believe that 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 fees and providing counter guarantee, It reflects the support of the actual controller to the company. The matter is open, fair, reasonable and compliant, conforms to the actual situation and business development needs of the company, is conducive to the production and operation of the company, and does not harm the interests of the company and shareholders, especially small and medium-sized shareholders. During the consideration of this matter, the related directors avoided voting, the procedure was legal, the basis was sufficient, and the relevant guarantee behavior met the requirements of relevant laws and regulations.
We agree that the actual controller provides guarantee and related party transactions for the company, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Opinions of the board of directors
The board of Directors believes that 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 fees 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. Therefore, the board of directors agreed that the actual controller provided guarantees and related party transactions for the company.
8、 Opinions of the board of supervisors
The board of supervisors believes that the actual controller of the company provides guarantee for the company in order to better meet the working capital needs of the company without charging any guarantee fees and providing counter guarantee, which is in line with the interests of the company and all shareholders. The connected transaction followed the principle of “fairness, impartiality and fairness”. During the consideration of the matter, the connected directors avoided and the decision-making procedure was legal. Therefore, the board of supervisors agreed that the actual controller provided guarantees and related party transactions for the company.
9、 Verification opinions of the recommendation institution
The sponsor believes that the related party transaction has been deliberated and approved by the board of directors and the board of supervisors of the company, the related 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 guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange 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.
10、 Documents for future reference
1. Resolution of the 15th meeting of the Anhui Xinbo Aluminum Co.Ltd(003038) second board of directors;
2. Resolution of Anhui Xinbo Aluminum Co.Ltd(003038) the 14th meeting of the second board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 15th meeting of the second board of directors; 4. Independent director’s independent opinions on matters related to the 15th meeting of the second board of directors; 5. 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 issued by Guoyuan Securities Company Limited(000728) .
It is hereby announced
Anhui Xinbo Aluminum Co.Ltd(003038) board of directors
February 24, 2022
