Securities code: Shenzhen Clou Electronics Co.Ltd(002121) securities abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) Announcement No.: 2022014 Shenzhen Clou Electronics Co.Ltd(002121)
With regard to the announcement of the company and its subsidiaries applying for entrusted loans and connected transactions from related parties, the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Overview of related party transactions
In order to further broaden financing channels and replenish working capital, Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as “the company”) plans to apply to the related party Shenzhen hi tech Investment Group Co., Ltd. (hereinafter referred to as “Hi Tech Investment Group”) for entrusted loans with a total amount of no more than (including) RMB 70 million and a term of no more than one year; Shenzhen Kelu Precision Instrument Co., Ltd. (hereinafter referred to as “precision instrument”), a wholly-owned subsidiary of the company, and Shenzhen Kelu smart Industry Co., Ltd. (hereinafter referred to as “smart industry”) intend to apply to the related party Shenzhen hi tech Investment Group Co., Ltd. for entrusted loans of no more than (including) 30 million yuan, with a term of no more than one year. Hi Tech Investment Group will entrust Bank Of Beijing Co.Ltd(601169) Shenzhen Branch to issue the above entrusted loans to the company, precision instruments and smart industry respectively.
Huang Qing and Shi LAN, deputy general managers of Shenzhen capital operation group Co., Ltd., the controlling shareholders of the company, are directors of Shenzhen hi tech Investment Group Co., Ltd. according to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Shenzhen hi tech Investment Group Co., Ltd. is a related party of the company, and this transaction constitutes a related party transaction.
At the 12th (Interim) meeting of the 8th board of directors of the company, the proposal on the application of entrusted loans and related party transactions by the company and its subsidiaries to related parties was deliberated and adopted by 9 votes in favor, 0 votes against and 0 abstention, and the independent directors expressed their prior approval opinions and independent opinions. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction does not involve affiliated directors, and there is no situation in which directors avoid voting. This transaction needs to be submitted to the general meeting of shareholders for deliberation, and affiliated shareholders must avoid voting. After being approved by the general meeting of shareholders, the management of the company and subsidiaries shall be authorized to sign corresponding agreements and other written documents.
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.
2、 Basic information of related parties
Company name: Shenzhen hi tech Investment Group Co., Ltd
Enterprise type: limited liability company
Date of establishment: December 29, 1994
Registered capital: RMB 13852105000
Legal representative: Liu Suhua
Address: 680101, block a, Jingji 100 building, Caiwuwei, No. 5016, Shennan East Road, laowei community, Guiyuan street, Luohu District, Shenzhen
Business scope: engaging in guarantee business; Investment and development, information consultation; Loan guarantee; Own property lease. Equity structure: Shenzhen Investment Holding Co., Ltd. holds 34.20% equity, Shenzhen steady development Investment Co., Ltd. holds 25.56%, Shenzhen capital operation group Co., Ltd. holds 16.94%, Shenzhen Financial Service Center holds 11.12%, and Shenzhen Yingda Investment Fund Management Co., Ltd. holds 7.08%, Shenzhen Luohu Industrial Investment Co., Ltd. holds 3.08% equity, Shenzhen Hytera Communications Corporation Limited(002583) Investment Co., Ltd. holds 1.77% equity, and Shenzhen SME Service Department holds 0.25% equity.
Main financial data:
As of December 31, 2020, hi tech investment group has total assets of 33607215300 yuan, total liabilities of 115011771 million yuan and net assets of 221060382 million yuan; In 2020, the company will realize an operating revenue of 27818605 million yuan, an operating profit of 16078375 million yuan and a net profit of 12008739 million yuan. (audited)
As of September 30, 2021, hi tech investment group has total assets of 35844273400 yuan, total liabilities of 12780714500 yuan and net assets of 23063558900 yuan; From January to September 2021, the company realized an operating revenue of 1901756400 yuan, an operating profit of 1599579600 yuan and a net profit of 1190539300 yuan. (Unaudited)
Affiliation: Huang Qing and Shi LAN, the controlling shareholders of the company and the deputy general manager of Shenzhen capital operation group Co., Ltd., are the directors of Shenzhen hi tech Investment Group Co., Ltd. according to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Shenzhen hi tech Investment Group Co., Ltd. is the related party of the company.
According to the inquiry on the website of the Supreme People’s court, hi tech investment group is not the person subject to execution for dishonesty.
3、 Main contents of related party transactions
1. Client: Shenzhen hi tech Investment Group Co., Ltd
2. Lender: Bank Of Beijing Co.Ltd(601169) Shenzhen Branch
3. Borrowers: Shenzhen Clou Electronics Co.Ltd(002121) , Shenzhen Kelu Precision Instrument Co., Ltd., Shenzhen Kelu smart Industry Co., Ltd
4. Entrusted loan amount: the company plans to apply to hi tech investment group for a total amount of no more than (including) RMB 70 million; Precision instrument and smart industry plan to apply to hi tech investment group for no more than (including) 30 million yuan respectively
5. Term of entrusted loan: no more than 12 months
6. Entrusted loan interest rate: the interest rate of the entrusted loan applied by the company to the high tech investment group for a total amount of no more than (including) RMB 70 million is 9% / year, and the interest rate of the entrusted loan applied by precision instrument and smart industry to the high tech investment group for no more than (including) RMB 30 million is 6.3% / year
7. Guarantee method: the company will provide corresponding collateral according to the requirements of high tech investment group; The company provides guarantee for precision instrument and smart industry to apply for Entrusted loan financing of no more than (including) 30 million yuan from high tech investment group.
The specific financing scheme shall be subject to the relevant agreements finally signed between the company, precision instruments, smart industry and high tech investment group.
4、 Transaction purpose and impact on the company
The financing of the company, precision instruments and smart industry through entrusted loans meets the needs of production and operation, is conducive to the long-term development of the company, precision instruments and smart industry, plays a positive role in promoting the development of the business of the company, precision instruments and smart industry, and is in line with the interests of the company and all shareholders. The price of this connected transaction has been determined through friendly negotiation between both parties and conforms to the market rules. There is no situation that damages the interests of the company, all shareholders, especially small and medium-sized shareholders. 5、 From the beginning of 2022 to the disclosure date, the total amount of various related party transactions with the related party has been accumulated
In addition to this transaction, from the beginning of 2022 to the disclosure date of this announcement, the total amount of various new related party transactions between the company, precision instruments, smart industry and high tech investment group is 0 yuan.
6、 Prior approval and independent opinions of independent directors
1. Prior approval opinion
After fully understanding the entrusted loan applied by the company and its subsidiaries to related parties, we believe that the entrusted loan applied by the company, precision instruments and smart industry to related parties meets the needs of production and operation, is conducive to the long-term development of the company, precision instruments and smart industry, and plays a positive role in promoting the development of the business of the company, precision instruments and smart industry, It is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company, all shareholders, especially small and medium-sized shareholders. Therefore, we agree to submit the proposal on the application of the company and its subsidiaries for entrusted loans and related party transactions to the board of directors of the company for deliberation.
2. Independent opinion
The company, precision instruments and smart industry’s application for entrusted loans from related parties this time meets the needs of production and operation, is conducive to the long-term development of the company, precision instruments and smart industry, plays a positive role in promoting the business development of the company, precision instruments and smart industry, and is in the interests of the company and all shareholders. The price of this connected transaction is determined through friendly negotiation between both parties and conforms to the market rules. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction does not involve affiliated directors, there is no avoidance of voting by directors, the relevant deliberation and decision-making procedures are legal and effective, and there is no damage to the interests of the company, all shareholders, especially small and medium-sized shareholders. Therefore, we agree to the proposal on the company and its subsidiaries applying for entrusted loans and related party transactions from related parties and agree to submit it to the general meeting of shareholders of the company for deliberation.
7、 Opinions of the board of supervisors
The company, precision instruments and smart industry’s application for entrusted loans from related parties this time meets the needs of production and operation, is conducive to the long-term development of the company, precision instruments and smart industry, plays a positive role in promoting the business development of the company, precision instruments and smart industry, and is in the interests of the company and all shareholders. The price of this connected transaction has been determined through friendly negotiation between both parties and conforms to the market rules. There is no situation that damages the interests of the company, all shareholders, especially small and medium-sized shareholders. Therefore, we agree that the company and its subsidiaries apply for entrusted loans from related parties.
8、 Documents for future reference
1. Resolutions of the 12th (Interim) meeting of the 8th board of directors;
2. Resolutions of the sixth (Interim) meeting of the eighth board of supervisors;
3. Independent directors’ prior approval opinions and independent opinions.
It is hereby announced.
Shenzhen Clou Electronics Co.Ltd(002121) board of directors
March 2, 2002
