Securities code: Decai Decoration Co.Ltd(605287) securities abbreviation: Decai Decoration Co.Ltd(605287) Announcement No.: 2022009 Decai Decoration Co.Ltd(605287)
Announcement on borrowing from holding subsidiaries and capital increase from holding subsidiaries to subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Name of capital increase target: Zibo Decai Urban Transportation Construction Development Co., Ltd. (hereinafter referred to as “urban transportation construction”)
Loan and capital increase amount: Decai Decoration Co.Ltd(605287) (hereinafter referred to as “the company”) plans to provide a loan of 80 million yuan to Zibo Decai Urban Transportation Investment Holding Co., Ltd. (hereinafter referred to as “urban transportation investment”) in proportion to the shareholding of Zibo Urban Assets Operation Co., Ltd. (hereinafter referred to as “urban transportation investment”), All of them are used for urban transportation investment and capital increase to its wholly-owned subsidiary urban transportation construction.
The loan and capital increase have been deliberated and approved at the 12th meeting of the third board of directors of the company and need not be submitted to the general meeting of shareholders for deliberation.
The loan and capital increase do not constitute related party transactions, nor do they constitute major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
1、 Overview of the loan and capital increase
（1） Basic information
Based on the needs of the operation and development of the urban transportation construction of the sub company, further improve the business competitiveness, operation ability and profitability, and create greater benefits for shareholders, the company plans to provide a loan of 80 million yuan for the urban transportation investment of the holding subsidiary according to the shareholding ratio with the urban transportation operation, and the urban transportation investment will increase the capital of 80 million yuan to the urban transportation construction of its wholly-owned subsidiary.
(II) deliberations of the board of directors
The 12th meeting of the third board of directors of the company was held on March 3, 2022 in the form of on-site combined communication. There are 8 directors who should attend the meeting and 8 actually attended the meeting, which is in line with the provisions of the company law and the articles of association. The meeting deliberated and adopted the proposal on borrowing from holding subsidiaries and capital increase from holding subsidiaries to subsidiaries. The voting results were: 8 in favor, 0 against and 0 abstention.
According to relevant laws and regulations and the articles of association, the loan and capital increase do not constitute related party transactions and major asset restructuring. They are within the approval authority of the board of directors of the company and do not need to be submitted to the general meeting of shareholders for deliberation and approval.
2、 Basic information of the borrower
Company name: Zibo Decai Chengyun Investment Holding Co., Ltd
Company type: other limited liability companies
Registered address: 1002, block B, Kechuang building, No. 366, Huaguang Road, Fangzhen Town, Zhangdian District, Zibo City, Shandong Province legal representative: Li Zhen
Registered capital: 50 million yuan only
Date of establishment: November 23, 2021
Business scope: general items: engaging in investment activities with its own funds; Asset management services invested by self owned funds; business management; Land improvement services; Municipal facilities management; Engineering management services. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Equity structure: the company holds 51% equity and urban capital operation holds 49%.
Main financial indicators of the last year: urban transportation investment is a newly established company, and there is no financial data at present.
3、 Basic information of the subject matter of capital increase
Company name: Zibo Decai Chengyun Construction Development Co., Ltd
Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Registered address: 1001, block B, Kechuang building, No. 366, Huaguang Road, zhangdianfang Town, Zibo City, Shandong Province
Legal representative: Wang Long
Registered capital: 20 million yuan only
Date of establishment: October 9, 2021
Business scope: licensed project: construction project construction; Residential interior decoration. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Urban transportation construction has the first-class qualification for professional contracting of building decoration projects, and can undertake the construction of various building decoration projects and other projects directly supporting the decoration projects.
Equity structure: Chengyun investment holds 100% equity.
Main financial indicators of the last year: urban transportation construction is a newly established company, and there is no financial data at present.
4、 Impact of this loan and capital increase on the company
(I) the capital source of this loan of the company is its own capital. Urban transportation investment is the holding subsidiary of the company. The company has substantial control and influence over it. The company can implement effective business, capital management and risk control to ensure the safety of the company’s funds.
(II) after the capital increase, the capital strength of urban transportation construction will be enhanced, and the business competitiveness, operation ability and profitability will be further improved, which is conducive to the improvement and long-term development of the company and create greater benefits for shareholders. This capital increase is in line with the company’s development strategy and the interests of all shareholders and will not have a significant impact on the company’s normal production, operation and financial status.
5、 Risk tips
The registered changes of this capital increase still need to be approved by the administrative department for Industry and commerce. Urban transportation investment and construction may still face risks in macro-economy, industrial policies, market environment and operation management in the future operation process. The company will pay close attention to its operation and management, actively prevent the above risks, and perform the corresponding information disclosure obligations according to the follow-up progress of the matter in accordance with the requirements of relevant laws, regulations and normative documents. Please pay attention to investment risks.
6、 Documents for future reference
(I) resolutions of the 12th meeting of the third board of directors.
It is hereby announced.
Decai Decoration Co.Ltd(605287) board of directors March 5, 2022
