Securities code: 300720 securities abbreviation: Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) Announcement No.: 2021-094 Guangdong High Dream Intellectualized Machinery Co.Ltd(300720)
Announcement on the proposed external financial assistance
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 financial assistance
Based on the business development strategy of Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) (hereinafter referred to as “the company” or ” Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) “) and the needs of the company’s business development, the company plans to sign the investment agreement with Chengdu Xintong Software Co., Ltd. (hereinafter referred to as “the target company”), the shareholder of the target company Chengdu Xintong Technology Co., Ltd. (hereinafter referred to as “Xintong technology”) and Li Rui, the actual controller of the target company (for details, please refer to the notice on the proposed signing of the company disclosed on the same day
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The parties agree that the company, on the premise of meeting the provisions of the investment agreement, provides a convertible loan of RMB 80 million to Li Rui, the actual controller of the target company, and intends to obtain unconditional equity exchange of the target company.
According to the investment agreement, after all the preconditions agreed in the investment agreement are met or exempted in writing by the company, the company provides a loan of RMB 80 million to the borrower Li Rui with its own funds; The loan term starts from the date when the loan is transferred to the bank account designated by Li Rui (including the date) and expires at the earlier of: (1) the date when the company requests to exercise the equity exchange; (2) June 30, 2023; (3) other repayment dates agreed in the investment agreement; the annual interest rate of the loan is 8% (simple interest); if Li Rui should repay the principal and interest according to the contract but delay in payment at the expiration of the loan term, Li Rui should pay liquidated damages to the company at 0.04% of the unpaid amount per day until the repayment is completed; the loan must be used preferentially and specially for Li Rui or the enterprise controlled by Li Rui to repurchase all the shares of Xintong technology held by the financial investor shareholder of Xintong technology and pay the debt of Xintong technology to it The debts of the obligee and the corresponding taxes, fees, etc.
The financial assistance has been deliberated and approved at the fourth meeting of the Fourth Board of directors and the fourth meeting of the Fourth Board of supervisors held by the company on December 14, 2021. The independent directors of the company have expressed their independent opinions on the proposed external financial assistance. In accordance with the relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the relevant provisions of the articles of association, the external financial assistance needs to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of funded objects
Li Rui, male, ID number: 61011319720611XXXX, Chinese nationality, no permanent residence right overseas, address: Haidian District, Beijing. Now China is indirectly controlling the 100% stake in the target company through core technology.
After inquiring about the personal credit report of the funded object (report date: November 3, 2021), there is no credit overdue at present. The funded object is not a dishonest executee. The funded object is listed as a restricted consumer mainly because of its share repurchase dispute with the financial investor shareholders of Xintong technology. The funded object promises to obtain the loan and The execution of the above litigation shall be terminated in the course of the transaction under the investment agreement.
The funded objects have no relationship with the company, the controlling shareholders, actual controllers, shareholders holding more than 5% of the company’s shares, directors, supervisors and senior managers. As of the disclosure date of this announcement, the company has not provided financial assistance to the funded objects.
3、 Risk prevention measures
In view of the possible risks faced by the financial assistance, the target company is the funded object Li Rui, and shall bear joint and several liabilities for repayment obligations under the loan. In addition, the funded object Li Rui pledged 26.86% of the equity of the target company and its derived interests to the company, providing pledge guarantee for Li Rui to repay the loan on schedule. 4、 Opinions of the board of directors
The board of directors of the company believes that the financial assistance provided to Li Rui is to serve the overall transaction scheme under the investment agreement. Through this financial assistance, the company can obtain unconditional equity exchange of the target company, That is, the company has the right (but not the obligation) to Purchase part of the equity of the target company from Li Rui under the agreed conditions; The company believes that the subject company has broad development space and good business performance in the future. The financial assistance provided to the outside world meets the requirements of laws and regulations, the decision-making process is legal and effective, and there is no damage to the interests of the company and minority shareholders. The company has implemented the whole process monitoring on the use of the funded funds. The financial assistance has taken necessary risk control measures to reduce the relevant risks of the company. Therefore, the board of directors of the company considers that the risk of this financial assistance is within the controllable range, agrees to the company’s external financial assistance and submits it to the general meeting of shareholders for deliberation.
5、 Opinions of independent directors
The independent directors of the company believe that the external financial assistance provided by the company on the premise of complying with national laws and regulations and ensuring the safety of the company’s working capital and investment capital is conducive to improving the use efficiency of the company’s own funds and realizing the purpose of maintaining and increasing the value of assets. Necessary risk prevention measures have been taken for this financial assistance, and the debt repayment guarantee measures are legal and compliant. This external financial assistance will not affect the normal development of the company’s main business, is in line with the company’s overall business strategy and the interests of all shareholders, and will not damage the interests of the company and all shareholders, especially minority shareholders. The contents and decision-making procedures of the financial assistance provided by the company this time comply with the provisions of relevant laws, regulations, normative documents such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for standardized operation of GEM listed companies of Shenzhen Stock Exchange and the articles of association. Based on the above situation, the scheme of providing external financial assistance is agreed and submitted to the general meeting of shareholders for deliberation.
6、 Opinions of the board of supervisors
The board of supervisors of the company believes that the company’s financial assistance to Li Rui with its own funds in accordance with the investment agreement, that is, the provision of a loan of RMB 80 million, complies with the relevant provisions of the company law, the Shenzhen Stock Exchange GEM Listing Rules and the Shenzhen Stock Exchange gem listed companies’ standardized operation guidelines, and has fulfilled the corresponding review procedures, In addition, corresponding risk prevention and control measures have been formulated, and there is no damage to the interests of the company and minority shareholders. Therefore, the plan for providing external financial assistance is agreed and submitted to the general meeting of shareholders for deliberation.
7、 Accumulated amount of financial assistance provided by the company and overdue amount
As of the disclosure date of this announcement, the cumulative amount of financial assistance provided by the company and its subsidiaries to the outside world is RMB 80 million (including this financial assistance), and there is no overdue situation of providing financial assistance to the outside world.
8、 Documents for future reference
1. Resolutions of the 4th meeting of the 4th board of directors;
2. Resolution of the 4th meeting of the 4th board of supervisors
2. Independent opinions of independent directors on matters related to the fourth meeting of the Fourth Board of directors;
3. Investment agreement;
4. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) board of directors
December 14, 2021
