Haitong Securities Company Limited(600837)
About Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692)
And subsidiaries accept the verification opinions of major shareholders’ loans and related party transactions
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) as the sponsor of Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) (hereinafter referred to as ” Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) ” or “company”) for public issuance of convertible corporate bonds in 2019 and non-public issuance of A-Shares on GEM in 2020, In accordance with the requirements of relevant laws and regulations such as the company law, the securities law, the measures for the administration of securities issuance and listing recommendation business, the guidelines for the recommendation of listed companies on the Shenzhen Stock Exchange, the Listing Rules of GEM stocks on the Shenzhen Stock Exchange, and the guidelines for self-discipline supervision of GEM listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, The company and its subsidiaries have made careful verification on the acceptance of loans from major shareholders and related party transactions. The verification results are as follows:
1、 Overview of related party transactions
(I) borrowings from major shareholders accepted by the company and its subsidiaries
Due to business needs, Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) (hereinafter referred to as “the company”) and its subsidiaries within the scope of the company’s consolidated statements intend to borrow no more than RMB 70 million from the shareholder Anhui Zhongchen Investment Holding Co., Ltd. (hereinafter referred to as “Zhongchen investment”) and its subsidiaries for a period of no more than 15 months, The interest rate is based on the market quotation rate (LPR) for loans with a term of more than one year published by the national interbank lending center, with an increase of 20%.
Mr. Zhang Bozhong is the controlling shareholder, actual controller and chairman of the company. Zhongchen investment is the legal person shareholder holding more than 5% of the company’s shares and the company controlled by the controlling shareholder Mr. Zhang Bozhong. The above matters constitute related party transactions.
(II) deliberation and voting
On February 28, 2022, the company held the 8th meeting of the 3rd board of directors (voting results: 7 in favor, 0 against and 0 abstention) and the 8th meeting of the 3rd board of supervisors (voting results: 3 in favor, 0 against and 0 abstention), and deliberated and adopted the proposal on the acceptance of loans and related party transactions by major shareholders by the company and its subsidiaries, Authorize the management of the company to handle loan matters and sign relevant documents. The directors, Mr. Zhang Bozhong and Mr. Zhang Boxiong, abstained from voting. The independent directors of the company approved the proposal in advance and expressed their independent opinions.
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 need to be approved by relevant departments. According to the provisions of relevant laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules, the related party transaction still needs to be approved by the general meeting of shareholders, and the related parties interested in the related party transaction will give up the right to vote on the proposal at the general meeting of shareholders.
2、 Basic information of related parties
1. Company name: Anhui Zhongchen Investment Holding Co., Ltd
2. Unified social credit Code: 91340100711746482n
3. Type: limited liability company (invested or controlled by natural person)
4. Registered address: No. 1, Weisi Road, Baohe Industrial Zone, Hefei, Anhui
5. Legal representative: Zhang Bozhong
6. Registered capital: 13615948700 yuan
7. Date of establishment: March 3, 1999
8. Main business: industrial, real estate, commercial project investment; Business operation and management consulting services; Production and sales of plastic products, electronics, chemical products (excluding dangerous goods), building materials and metallurgical machinery; Municipal utilities; Real estate development, sales and leasing; Landscape engineering design, construction and maintenance.
9. Actual controller: Zhang Bozhong
10. Composition of shareholders:
Name of shareholder contribution amount (10000 yuan) contribution proportion (%)
Zhang Bozhong 900000 66.10
Anhui Zhongchen xinchuanglian Investment Holding Co., Ltd. 36159487 26.56
Yuan Li 100000 7.34
Total 136159487 100.00
11. History and main business:
Zhongchen investment was established in 1999. Its main business is real estate development and sales, which has not changed since its establishment.
12. Main financial indicators of Zhongchen Investment:
Unit: 10000 yuan
Project September 30, 2021 (Unaudited) December 31, 2020 (audited)
Net assets 51384574254232
January September 20212020
Operating income 23142552446594
Net profit 884166706821
13. Relationship with the company: Mr. Zhang Bozhong is the controlling shareholder and actual controller of the company and serves as the chairman of the board. Zhongchen investment is a legal person shareholder holding more than 5% and a company controlled by the controlling shareholder Mr. Zhang Bozhong. Mr. Zhang Bozhong, the chairman of the company, is the chairman of Zhongchen investment, and Mr. Zhang Boxiong, the director, is the younger brother of Mr. Zhang Bozhong.
3、 Pricing policy and basis of transaction
Zhongchen investment and its subsidiaries provide the company and its subsidiaries within the scope of the company’s consolidated statements with a cumulative loan limit of no more than RMB 70 million. The loan interest rate is determined through negotiation by both parties on the basis of comprehensive consideration of the company’s situation and the loan interest rate of financial institutions. There is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders.
4、 Main contents of the transaction agreement
1. Borrower: the company and its subsidiaries within the scope of consolidated statements
2. Loan amount: no more than RMB 70 million in total
3. Loan term: no more than 15 months
4. Loan interest rate: take the market quotation interest rate (LPR) for loans with a term of more than one year published by the national interbank lending center as the benchmark interest rate, and increase by 20%
5. Purpose of loan: the loan is used for daily operation and investment with the company and its subsidiaries
6. Repayment time and amount: the principal and interest of the loan shall be returned in a lump sum within 3 days from the date of expiration of the loan term, which can be repaid in advance
7. Effective time: it shall come into force from the date when it is signed and sealed by both parties and reviewed and approved by the company’s 2021 annual general meeting of shareholders
5、 Purpose of this transaction and its impact on the company
The shareholders provide loan limit support for the company and its subsidiaries within the scope of the company’s consolidated statements without the company providing guarantee, mortgage, pledge and other forms of guarantee. The loan interest rate is reasonably priced, which is conducive to broadening the company’s fund source channels and the operation of the company’s cash flow, reflecting the shareholders’ strong support for the company’s operation and development without damaging the company’s shareholders, Especially the interests of minority shareholders.
6、 From the beginning of this year to the disclosure date, the total amount of various related party transactions with the related party has been accumulated
From the beginning of this year to the disclosure date of this announcement, the company and its subsidiaries have no related party transactions with Zhang Bozhong and other enterprises controlled by Zhang Bozhong, or with other enterprises other than the company where Zhang Bozhong serves as a director and senior manager.
7、 Prior approval and independent opinions of independent directors
1. Prior approval opinions of independent directors
The acceptance of Zhongchen investment and its subsidiaries’ borrowings by the company and its subsidiaries within the scope of the company’s consolidated statements is conducive to solving the problem of capital demand of the company and its subsidiaries, which is in line with the fundamental interests of the company, reflects the strong support of shareholders for 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 minority shareholders. Therefore, we unanimously agree to submit the proposal on the acceptance of loans and related party transactions by major shareholders by the company and its subsidiaries to the eighth meeting of the third board of directors for deliberation, and the related directors need to avoid voting.
2. Independent opinions of independent directors
The acceptance of Zhongchen investment and its subsidiaries’ borrowings by the company and its subsidiaries within the scope of the company’s consolidated statements reflects the support of major shareholders for the development of the company, which is in line with the fundamental interests of the company and does not damage the interests of the company and minority shareholders. When the board of directors of the company considered this related party transaction, the voting procedure was legal and standardized. The related party transaction met the provisions of relevant laws, regulations and rules such as the Listing Rules of gem shares of Shenzhen Stock Exchange and the articles of association, and the related directors avoided voting. We agree to the above related party transactions and submit them to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Verification opinions of the recommendation institution
Upon verification, Haitong Securities Company Limited(600837) expressed the following opinions on the acceptance of major shareholder loans and related party transactions by the company and its subsidiaries:
1. The company and its subsidiaries’ acceptance of loans from major shareholders and related party transactions comply with the requirements of normative documents such as Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies.
2. The company and its subsidiaries should perform necessary legal procedures for accepting loans from major shareholders and related party transactions. It was deliberated and approved at the eighth meeting of the third board of directors (Mr. Zhang Bozhong and Mr. Zhang Boxiong abstained from voting) and the eighth meeting of the third board of supervisors. The independent directors of the company also expressed their prior approval opinions and independent opinions, It needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
3. The company and its subsidiaries accepted loans from major shareholders and the pricing of related party transactions was fair, which reflected the strong support of shareholders for the operation and development of the company and did not harm the interests of listed companies and other non related shareholders, especially small and medium-sized shareholders.
In conclusion, Haitong Securities Company Limited(600837) has no objection to the company and its subsidiaries’ acceptance of loans from major shareholders and related party transactions.
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(there is no text on this page, which is the signature and seal page of Haitong Securities Company Limited(600837) verification opinions on Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) and its subsidiaries accepting loans from major shareholders and related party transactions)
Signature of sponsor representative:
Han mang Lu Tingting
Haitong Securities Company Limited(600837)
February 28, 2022
