Soochow Securities Co.Ltd(601555)
About Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd
Provide guarantee and verification opinions on related party transactions for wholly-owned subsidiaries to apply for factoring business from related parties
Soochow Securities Co.Ltd(601555) (hereinafter referred to as ” Soochow Securities Co.Ltd(601555) ” or “sponsor”) as the sponsor of Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. (hereinafter referred to as ” Farasis Energy (Gan Zhou) Co.Ltd(688567) ” or “company”) to issue A-Shares to specific objects in 2021, in accordance with the administrative measures for securities issuance and listing recommendation business, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and other relevant provisions, To verify that Farasis Energy (Gan Zhou) Co.Ltd(688567) is a wholly-owned subsidiary applying for factoring business and related party transactions from related parties, and issue the following verification opinions:
1、 Overview of related party transactions
Due to the needs of operation and management and improving the use efficiency of assets, the wholly-owned subsidiary of the company Farasis Energy (Gan Zhou) Co.Ltd(688567) (Zhenjiang) Co., Ltd. (hereinafter referred to as “Funeng Zhenjiang”) will carry out accounts receivable factoring business with recourse with Guoxin commercial factoring Co., Ltd. (hereinafter referred to as “Guoxin factoring”), with a financing amount of no more than 150 million yuan and a financing period of no more than 6 months, The factoring fee shall fluctuate appropriately according to the basic interest rate of RMB loan of the same grade in the same period, and the specific rate shall be determined by both parties through negotiation. The company provides joint and several liability guarantee for Funeng Zhenjiang.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
This matter is within the scope of authorization of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of counterparty and related relationship
1. Basic information of counterparty
Company name: Guoxin commercial factoring Co., Ltd
Enterprise type: central enterprise
Legal representative: Zheng zepeng
Registered capital: RMB 5 billion
Main business: providing trade financing by way of transferring accounts receivable; Collection and payment settlement, management and collection of accounts receivable; Sales ledger management; Customer credit investigation and evaluation; Relevant consulting services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Shareholders of the company: 100% shares held by Guoxin Capital Co., Ltd
2. Description of association relationship
China Guoxin Holding Co., Ltd. holds 100% equity of Guoxin Capital Co., Ltd. and Guoxin Capital Co., Ltd. holds 100% equity of Guoxin commercial factoring Co., Ltd. China Guoxin Holding Co., Ltd. is an indirect shareholder holding more than 5% of the company’s shareholders. The company recognizes this transaction as a connected transaction according to the principle of substance over form.
3、 Main contents of factoring contract
1. Factoring scale: no more than RMB 150 million
2. Factoring method: factoring with recourse
3. Factoring financing interest: the basic interest rate of RMB loan of the same grade in the same period shall be appropriately floating, and the specific rate shall be determined by both parties through negotiation
4. Factoring period: 6 months
4、 Pricing policy and basis of factoring business and related party transactions
The basic interest rate of RMB loan of the same grade in the same period shall be appropriately floating, and the specific rate shall be determined by both parties through negotiation. The pricing of this connected transaction is based on the market price, and the transaction pricing method is objective and fair. This connected transaction will not have a significant adverse impact on the company’s financial status, operating results and independence.
5、 Reasons for carrying out factoring business and related party transactions and its impact on the company
Funeng Zhenjiang carries out the factoring business of accounts receivable, which is conducive to reducing the management cost of accounts receivable, improving the efficiency of capital use and improving the operating cash flow. Guoxin factoring is a central enterprise with strong capital, strong comprehensive strength and reasonable factoring financing interest. Its cooperation with Guoxin factoring is in line with the company’s development plan and the company’s overall interests. The company’s business is expected to have a positive impact on the company’s cash flow.
6、 Basic information of the guaranteed
Company name: Farasis Energy (Gan Zhou) Co.Ltd(688567) (Zhenjiang) Co., Ltd
Date of establishment: August 10, 2018
Registered address: East of Dagang Hengshan Road and north of Yinhe Road, New District, Zhenjiang City
Legal representative: Wang Xuan
Registered capital: RMB 2635 million
Business scope: R & D, production, recycling and sales of power and energy storage battery materials, batteries, battery modules, battery systems and related products, related technical consultation and technical services (excluding chemical products in the above business scope); Rental of self owned houses; Leasing of electronic equipment, mechanical equipment and battery related equipment; Self support and agency of import and export business of various commodities and technologies. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Relationship with the company: it is a wholly-owned subsidiary of the company
Main financial data of the guaranteed:
Unit: 10000 yuan
Total assets, net assets, operating income and net profit of the project
December 31, 2020 / 202070735480196174085030791 -651643 (audited)
September 30, 2021 / January to September 2021112349027223813468778529 – 3160405 (Unaudited)
If Zhenjiang has the ability to perform or has the ability to perform a major breach of trust, Zhenjiang has the ability to perform a major breach of trust, which affects its good solvency.
7、 Main contents of the guarantee agreement
The company provides joint and several liability guarantee for the China recourse factoring business contract signed between Funeng Zhenjiang and Guoxin factoring with a total scale of RMB 150 million and its relevant agreements. The guarantee period is 3 years from the maturity date of the main debt.
8、 Reasons and necessity of guarantee
This guarantee is to meet the needs of daily operation, production expansion and efficiency increase of Funeng Zhenjiang, a wholly-owned subsidiary. The guaranteed object has stable operation and financial status and is able to repay due debts. At the same time, the company has sufficient control over the wholly-owned subsidiary, and the company can control its guarantee risk, which will not affect the interests of the company and all shareholders.
9、 Accumulated external guarantee amount and overdue guarantee amount
As of the disclosure date of this announcement, the total amount of guarantee amount approved and effective by the company for subsidiaries within the scope of consolidated statements in 12 months is RMB 3750 million. As of December 31, 2021, the guarantee balance of the company is RMB 223372 million, accounting for 22.17% of the latest audited net assets of the company.
The company does not provide guarantees to units outside the consolidated statements, overdue external guarantees, external guarantees involving litigation, or losses due to the judgment of losing the guarantee.
10、 Risk tips
This time, Funeng Zhenjiang, a wholly-owned subsidiary of the company, applied for factoring business with recourse. If the creditor fails to repay when due, Guoxin factoring has the right to recover from Funeng Zhenjiang in accordance with the contract. After Funeng Zhenjiang pays off all the money, it will reverse transfer the accounts receivable to Funeng Zhenjiang.
11、 Review procedure
On March 2, 2022, the 40th meeting of the first board of directors of the company was held by means of communication, and the proposal on providing guarantee and related party transactions for wholly-owned subsidiaries to apply for factoring business to related parties was deliberated and adopted. Related directors Mr. Ma Shaojing and Mr. Chen Tao avoided voting. The independent directors gave their prior approval opinions on the proposal on providing guarantees and related party transactions for wholly-owned subsidiaries to apply for factoring business from related parties, and issued their agreed independent opinions.
Opinion of the Audit Committee: after careful consideration of the proposal on providing guarantees and related party transactions for wholly-owned subsidiaries to apply for factoring business from related parties, this transaction is conducive to broadening the company’s financing channels and improving the use efficiency of assets, which not only solves the capital requirements of Funeng Zhenjiang, but also makes full and reasonable use of the resources and business advantages owned by related parties, Promote the company’s production, operation and business development. The guarantee provided by the company for the wholly-owned subsidiary is made in comprehensive consideration of the business development needs of the company and its subsidiaries, which is in line with the actual operation situation and overall development strategy of the company. The guarantee object is a wholly-owned subsidiary of the company, which has solvency and can effectively control and prevent guarantee risks. The guarantee matters are in line with the interests of the company and all shareholders. In conclusion, we unanimously agreed on the matter and submitted it to the board of directors for deliberation.
Prior approval of independent directors: after careful consideration of the proposal on providing guarantees and related party transactions for wholly-owned subsidiaries to apply for factoring business from related parties, we believe that the wholly-owned subsidiary Funeng Zhenjiang carries out accounts receivable factoring business based on the consideration of revitalizing accounts receivable, accelerating capital turnover and enhancing asset liquidity, It is conducive to improving the asset liability structure and operating cash flow, in line with the company’s development plan and overall interests, and is of positive significance to the company’s operation. The guarantee provided by the company for the wholly-owned subsidiary is made in comprehensive consideration of the business development needs of the company and its subsidiaries, which is in line with the actual operation situation and overall development strategy of the company. The guarantee object is a wholly-owned subsidiary of the company, which has solvency and can effectively control and prevent guarantee risks. The guarantee matters are in line with the interests of the company and all shareholders. To sum up, we unanimously agree on the matter and agree to submit the matter to the board of directors for deliberation.
Independent opinions of independent directors: the company’s wholly-owned subsidiary Funeng Zhenjiang carries out accounts receivable factoring, which is conducive to accelerating capital turnover, revitalizing book assets, improving capital use efficiency, reducing accounts receivable management costs and the development of Funeng Zhenjiang’s business. The decision-making process of this proposal is legal and effective, and there is no damage to the interests of the company and shareholders. The guarantee provided by the company for the wholly-owned subsidiary is made in comprehensive consideration of the business development needs of the company and its subsidiaries, which is in line with the actual operation situation and overall development strategy of the company. The guarantee object is a wholly-owned subsidiary of the company, which has solvency and can effectively control and prevent guarantee risks. The guarantee matters are in line with the interests of the company and all shareholders. We agree to the proposal on providing guarantees and related party transactions for wholly-owned subsidiaries to apply for factoring business from related parties.
11、 Verification opinions of the recommendation institution
The 40th meeting of the first board of directors of the company deliberated and adopted the proposal on providing guarantee and related party transactions for wholly-owned subsidiaries to apply for factoring business from related parties. The independent directors of the company issued prior approval opinions and clearly agreed independent opinions on the matter and performed the necessary legal procedures, It complies with the requirements of the company law, the Listing Rules of Shanghai Stock Exchange on the science and innovation board and other relevant standardized operations.
This connected transaction is conducive to accelerating the capital turnover of listed companies, improving the efficiency of capital use, reducing the management cost of accounts receivable, improving the asset liability structure and operating cash flow status, and will not have a significant impact on Farasis Energy (Gan Zhou) Co.Ltd(688567) ‘s financial status, operating results and independence. This connected transaction follows the principles of fairness, openness, fairness and rationality, There is no situation that damages the interests of listed companies and shareholders, especially the interests of minority shareholders; The guarantee provided by the company for the wholly-owned subsidiary is to meet the capital needs of the business development of the subsidiary and is in line with the actual operation situation and overall development strategy of the company. The guarantee object is a wholly-owned subsidiary of the company, which can effectively control and prevent guarantee risks. The decision-making and approval procedures comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
Based on the above situation, the recommendation institution has no objection to the listed company’s application for factoring business, guarantee and related party transactions from related parties as a wholly-owned subsidiary.
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(there is no text on this page, which is the signature page of Soochow Securities Co.Ltd(601555) opinions on the verification of Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. applying for factoring business to related parties and related party transactions for a wholly-owned subsidiary)
Sponsor representative: Shen Xiaozhou, Zhang Dongliang
Soochow Securities Co.Ltd(601555) mm / DD / yyyy
