Securities code: 300266 securities abbreviation: Xingyuan Environment Technology Co.Ltd(300266) Announcement No.: 2021-117
Xingyuan Environment Technology Co.Ltd(300266)
Announcement on the company's borrowings from controlling shareholders and related party transactions
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.
Xingyuan Environment Technology Co.Ltd(300266) (hereinafter referred to as "the company" or " Xingyuan Environment Technology Co.Ltd(300266) ") convened the 31st meeting of the 4th board of directors on December 27, 2021. The proposal on the company's borrowing from controlling shareholders and related party transactions was deliberated and adopted by 4 votes in favor, 0 against and 0 abstention. The related directors Li Jianxiong, Zhang Minggui, Fang Qiang, Sheng Zixia and Li Jia avoided voting. The independent directors gave their prior approval and independent opinions on this connected transaction. The details are as follows:
1、 Overview of related party transactions
Replenish working capital due to business operation and capital turnover, The company plans to borrow no more than RMB 270 million from New Hope Liuhe Co.Ltd(000876) Investment Group Co., Ltd. (hereinafter referred to as " New Hope Liuhe Co.Ltd(000876) investment group"), with an annual interest rate of 5.65% and a loan term of one year. Calculated from the date of providing funds, the company will pay all the loan principal and interest in one time within one working day after the expiration of the loan term.
The above transactions constitute related party transactions, do not constitute major asset restructuring specified in the administrative measures for major asset restructuring of listed companies, and do not need to be approved by relevant departments.
This connected transaction needs to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of related parties
1. Basic information
Name: New Hope Liuhe Co.Ltd(000876) Investment Group Co., Ltd
Legal representative: Liu Yonghao
Type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Registered capital: 70 million yuan
Address: Office 203, 2nd floor, group building New Hope Liuhe Co.Ltd(000876) linqionggang Road, Lhasa Economic and Technological Development Zone
Business scope: venture capital (shall not engage in guarantee and real estate business; shall not participate in the initiation or management of public or private securities investment funds and investment in financial derivatives); equity investment (excluding public funds. No investment in Securities and futures; no participation in the initiation or management of public or private securities investment funds and investment in financial derivatives; no real estate and guarantee business); investment management (excluding financial and brokerage businesses. It is not allowed to engage in Securities and futures investment; it is not allowed to raise, sell or transfer private placement products or usufruct of private placement products to non qualified investors); asset management (excluding financial asset management and insurance asset management) (those engaged in the above businesses shall not raise funds, absorb public deposits or issue loans in public; shall not publicly trade securities investment products or financial derivatives; shall not operate financial products, financial products and related derivative businesses); enterprise management consulting (excluding investment management and investment consulting business); economic and trade consulting; industrial investment and project investment (not engaged in equity investment business); engaged in real estate development and operation; real estate leasing business; Shenzhen Agricultural Products Group Co.Ltd(000061) , sales of chemical products; import and export of goods and technology. [for projects that need to be approved according to law, such projects can be operated only with the approval of relevant departments]
2. Key financial data
As of December 31, 2020, New Hope Liuhe Co.Ltd(000876) investment group (consolidated) had total assets of 179149765300 yuan, net assets of 40542108400 yuan, operating income of 105897103700 yuan and net profit of 2668304700 yuan. The above financial data were audited by Sichuan Huaxin (Group) Certified Public Accountants (special general partnership).
As of September 30, 2021, New Hope Liuhe Co.Ltd(000876) investment group (consolidated) has total assets of 214498286300 yuan, net assets of 48461413600 yuan, operating income of 83697799700 yuan and net profit of 2787669700 yuan. The above financial data have not been audited.
3. Association description
Up to now, New Hope Liuhe Co.Ltd(000876) investment group holds 369205729 shares of the company, accounting for 23.50% of the total share capital of the company, and is the controlling shareholder of the company. According to the regulations of Shenzhen Stock Exchange GEM Listing Rules, New Hope Liuhe Co.Ltd(000876) investment group is the affiliated legal person of the company, and its transactions with the company constitute affiliated transactions. 3、 Main contents of related party transactions
1. Transaction subject: New Hope Liuhe Co.Ltd(000876) investment group, Xingyuan Environment Technology Co.Ltd(300266) ;
2. Loan amount: no more than RMB 270 million;
3. Loan term: 1 year;
4. Loan interest rate: 5.65%;
5. Purpose of loan: the company needs to supplement working capital for business operation and capital turnover;
6. Source of funds: self raised funds;
7. Mortgage or guarantee measures: none;
8. Repayment method: the company can repay the principal and interest due or in advance according to the actual working capital demand. 4、 Pricing basis, purpose and impact on the company of related party transactions
1. At present, the company has a large demand for funds for business development and financing. If the loan can be successfully implemented, it will help the company improve financing efficiency and effectively supplement the working capital required for business development.
2. New Hope Liuhe Co.Ltd(000876) the investment group borrows for the company out of consideration of supporting the development of the company. The interest rate of the loan provided by New Hope Liuhe Co.Ltd(000876) investment group to the company shall not be higher than the actual financing cost of New Hope Liuhe Co.Ltd(000876) investment group. New Hope Liuhe Co.Ltd(000876) the investment group did not obtain benefits from the loan funds and did not damage the interests of the company and all shareholders.
3. The loan does not need mortgage, and there are no mortgage asset evaluation fees, notarization fees, mortgage and pledge fees, travel expenses, insurance premiums and other financing costs. The approval time is short. Compared with other financing methods, it has greater flexibility and convenience, which is conducive to the balance of the company's working capital and reduce the pressure of short-term working capital. It is the active support of New Hope Liuhe Co.Ltd(000876) investment group for the company's operation, It is beneficial to the interests of the company and all shareholders, and there is no situation that damages the interests of the company and shareholders.
4. This related party transaction will not have a significant impact on the company's financial status, operating results and independence, and the company's main business will not rely on related parties due to this related party transaction.
5、 The total amount of various related party transactions accumulated with the related party from the beginning of this year to the disclosure date
In addition to the related party transactions, the related party transactions between the company and New Hope Liuhe Co.Ltd(000876) investment group from the beginning of this year to the disclosure date are as follows:
1. On November 15, 2020, the company held the 19th meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the company's stock issuance scheme to specific objects, etc
Relevant proposals; On December 2, 2020, the company held the eighth extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on the company's stock issuance plan to specific objects and other relevant proposals. The total amount of funds raised by the company in issuing shares to specific objects shall not exceed 1431056500 yuan, and the number of shares issued shall not exceed 466142194 (including this number). The New Hope Liuhe Co.Ltd(000876) investment group and its concerted actor Nanfang hope industry Co., Ltd. intend to subscribe for all the shares issued to specific objects.
Since the company first announced the refinancing plan (November 2020), many changes have taken place in the capital market environment. Considering the company's strategic cooperation and future development plan, after careful analysis and communication with intermediaries, the company held the 26th meeting of the Fourth Board of directors on September 9, 2021 The proposal on terminating the issue of shares to specific objects and withdrawing application documents terminates the issue of shares to specific objects.
2. On April 6, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on renewing some loans and related party transactions from the company and its subsidiaries to the controlling shareholder. The company plans to renew 110 million yuan from the controlling shareholder New Hope Liuhe Co.Ltd(000876) investment group, and the company's subsidiaries plan to renew 250 million yuan from the controlling shareholder New Hope Liuhe Co.Ltd(000876) investment group.
3. On December 11, 2021, the second extraordinary meeting of the Fourth Board of directors of the company deliberated and approved the proposal on the company's borrowing from the controlling shareholder and related party transactions. The company plans to borrow no more than 270 million yuan from the controlling shareholder New Hope Liuhe Co.Ltd(000876) investment group. Up to now, the principal balance of the company's loan from the controlling shareholder New Hope Liuhe Co.Ltd(000876) investment group is 370 million yuan, and the principal balance of the company's subsidiary's loan from the controlling shareholder New Hope Liuhe Co.Ltd(000876) investment group is 250 million yuan.
6、 Opinions of independent directors
The independent directors of the company approved the above related party transactions in advance and gave independent opinions after careful review. The independent directors believe that the loan is conducive to the balance of the company's working capital and reduce the pressure of working capital. The annual interest rate of the loan is not higher than the actual financing cost of New Hope Liuhe Co.Ltd(000876) investment group. The New Hope Liuhe Co.Ltd(000876) Investment Group has not benefited from the loan and does not damage the interests of the company and all shareholders. During the deliberation of the proposal by the board of directors, the related directors Li Jianxiong, Zhang Minggui, Fang Qiang, Sheng Zixia and Li Jia have been withdrawn as required. The voting procedures of this related party transaction comply with the laws, regulations and the articles of association. We agree to the related party transaction.
7、 Documents for future reference
1. Resolutions of the 31st meeting of the 4th board of directors;
2. Resolutions of the 27th meeting of the 4th board of supervisors;
3. Prior approval opinions of independent directors;
4. Independent opinions of independent directors on relevant matters.
It is hereby announced.
Xingyuan Environment Technology Co.Ltd(300266) board of directors December 27, 2021
