A-share securities code: 600610a-share securities abbreviation: Shanghai Zhongyida Co.Ltd(600610) Announcement No.: 2021-100 B-share securities code: 900906 B-share securities abbreviation: Shanghai Zhongyida Co.Ltd(600610) B
Shanghai Zhongyida Co.Ltd(600610)
Announcement on application for credit line and related party transactions by 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:
Chifeng Ruiyang Chemical Co., Ltd. (hereinafter referred to as “Chifeng Ruiyang”), a wholly-owned subsidiary of Shanghai Zhongyida Co.Ltd(600610) (hereinafter referred to as “the company”), has an existing credit line of 200 million yuan in China Construction Bank Corporation(601939) (hereinafter referred to as ” China Construction Bank Corporation(601939) ) Chifeng Branch, which is about to expire. Now Chifeng Ruiyang plans to continue to apply for a credit line of 250 million yuan from China Construction Bank Corporation(601939) Chifeng Branch according to its own business development needs and capital needs, The credit term is 2 years. We will continue to mortgage 499 mu of industrial land, 90352.34 square meters of office buildings, factories and 18 intellectual property rights in Chifeng Ruiyang, and add other mortgage guarantee measures according to the requirements of China Construction Bank Corporation(601939) Chifeng Branch. Meanwhile, Guizhou Tianfu Chemical Co., Ltd. (hereinafter referred to as “Guizhou Tianfu”) provided guarantee for the loan of 180 million yuan, and Chifeng Ruiyang mortgaged its machinery and equipment (original value of machinery and equipment is 482 million yuan, net value is 328 million yuan) to Guizhou Tianfu as counter guarantee. The specific credit line, credit term, annual interest rate of loan and other terms shall be subject to the final reply and loan agreement signed by China Construction Bank Corporation(601939) Chifeng Branch.
In the past 12 months, the actual loan amount between the company and China Construction Bank Corporation(601939) was 198826700 yuan. Relevant related party transactions have been deliberated and approved at the 9th meeting of the 8th board of directors of the company, and this matter needs to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Overview of related party transactions
Chifeng Ruiyang has a credit line of 200 million yuan in China Construction Bank Corporation(601939) Chifeng Branch, and the credit period is from March 7, 2020 to March 7, 2022. It is mortgaged by 499 mu of industrial land, 90352.34 square meters of office buildings and plants and 18 intellectual property rights in Chifeng Ruiyang. Meanwhile, Guizhou Tianfu provides guarantee for the loan of 180 million yuan, Chifeng Ruiyang mortgaged its machinery and equipment (the original value of machinery and equipment was 482 million yuan and the net value was 328 million yuan) to Guizhou Tianfu as counter guarantee.
As the above credit term is about to expire, Chifeng Ruiyang plans to continue to apply for a credit line of RMB 250 million from China Construction Bank Corporation(601939) Chifeng Branch according to its own business development needs and capital needs. The credit term is 2 years. The above mortgage guarantee measures will continue to be maintained, and other mortgage guarantee measures will be added according to the requirements of China Construction Bank Corporation(601939) Chifeng Branch. The specific credit line, credit term, annual interest rate of loan and other terms shall be subject to the final reply and loan agreement signed by China Construction Bank Corporation(601939) Chifeng Branch.
Within the above credit term and limit, Chifeng Ruiyang can handle relevant businesses including but not limited to working capital loan, supply chain financing and so on according to the actual business needs.
As the company plans to purchase 100% equity of Wengfu (Group) Co., Ltd. (hereinafter referred to as “Wengfu group”) by issuing shares and raise supporting funds, China Construction Bank Corporation(601939) and its wholly-owned subsidiary CCB Financial Asset Investment Co., Ltd. (hereinafter referred to as “CCB investment”) are expected to hold more than 5% of the company’s shares after this major asset restructuring. According to the provisions of the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), Chifeng Ruiyang applied for a credit line from China Construction Bank Corporation(601939) Chifeng Branch to form a connected transaction.
This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
2、 Introduction to related parties
(i) Basic information of related parties
Company name: China Construction Bank Corporation(601939)
Company type: other joint stock limited companies (listed)
Legal representative: Tian Guoli
Date of establishment: September 17, 2004
Registered address: No. 25, Financial Street, Xicheng District, Beijing
Registered capital: 250010977500 yuan
Business scope: absorbing public deposits; Issuing short-term, medium-term and long-term loans; Handle settlement outside China; Handle bill acceptance and discount; Issuing gold bonds; Acting as an agent for issuing, cashing and underwriting government bonds; Buying and selling government bonds and financial bonds; Engage in interbank lending; Buying and selling foreign exchange; Engage in bank card business; Provide letter of credit service and guarantee; Agent collection and payment and insurance business: provide safe deposit box service; Other businesses approved by the Bank Of China Limited(601988) industry regulatory authority and other regulatory authorities. (enterprises shall independently choose business items and carry out business activities according to law; for projects subject to approval according to law, they shall carry out business activities according to the approved contents after being approved by relevant departments: they shall not engage in business activities of projects prohibited and restricted by industrial policies of this Municipality.)
In 2020, China Construction Bank Corporation(601939) audited relevant financial data are as follows:
Unit: million yuan
Project December 31, 2020 / year 2020
Total assets 28132254
Total liabilities 25742901
Owner’s equity 2389353
Owner’s equity attributable to the parent company 2364808
Operating income 755858
Net profit 273579
（2） Introduction to related party relationship
As the company plans to purchase 100% equity of Wengfu group jointly held by 10 shareholders including China Cinda Asset Management Co., Ltd., China Construction Bank Corporation(601939) and CCB investment by issuing shares and raise supporting funds, China Construction Bank Corporation(601939) and its wholly-owned subsidiary CCB investment are expected to hold more than 5% shares of the company after this major asset restructuring. According to the relevant provisions of the stock listing rules, Chifeng Ruiyang, a wholly-owned subsidiary of the company, is associated with China Construction Bank Corporation(601939) .
3、 Basic information of related party transactions
(i) Subject matter of transaction
The content of this connected transaction is to apply for a credit line of RMB 250 million from China Construction Bank Corporation(601939) Chifeng Branch.
（2） General principles and methods for price determination of related party transactions
The pricing of this related party transaction will follow the principles of fairness, impartiality and openness, and fairly determine the interest rate of this loan.
4、 Main contents and performance arrangements of related party transactions
Chifeng Ruiyang plans to continue to apply to China Construction Bank Corporation(601939) Chifeng Branch for a credit line of 250 million yuan with a credit term of 2 years, continue to mortgage 499 mu of industrial land, 90352.34 square meters of office buildings, factories and 18 intellectual property rights, and add other mortgage guarantee measures according to the requirements of China Construction Bank Corporation(601939) Chifeng Branch. Meanwhile, Guizhou Tianfu provided guarantee for the loan of 180 million yuan, and Chifeng Ruiyang mortgaged its machinery and equipment (the original value of machinery and equipment was 482 million yuan and the net value was 328 million yuan) to Guizhou Tianfu as counter guarantee. The specific credit line, credit term, annual interest rate of loan and other terms shall be subject to the final reply and loan agreement signed by China Construction Bank Corporation(601939) Chifeng Branch.
5、 Purpose of related party transactions and its impact on the company
This related party transaction is to meet the company’s demand for working capital and facilitate the company’s production and operation activities. The pricing of this related party transaction will follow the principles of fairness, impartiality and openness, fairly determine the interest rate of this loan, and will not damage the rights and interests of all shareholders of the company, especially minority shareholders, or affect the independence of the company.
5、 Review procedures to be performed
(i) Audit opinions of the audit committee of the board of directors
This connected transaction is required by the company’s operation and development, complies with the provisions of the articles of association of Shanghai Zhongyida Co.Ltd(600610) (hereinafter referred to as the articles of association) and relevant laws and regulations, follows the principles of openness, fairness and impartiality, and does not damage the rights and interests of the company and all shareholders, especially minority shareholders. This transaction must be approved by the general meeting of shareholders, and the related parties interested in the related transaction shall withdraw from voting.
（2） Deliberations of the board of directors
The company held the 9th meeting of the 8th board of directors on December 30, 2021, which deliberated and passed the proposal on subsidiary applying for credit line and related party transactions to China Construction Bank Corporation(601939) . The current directors of the company are all non related directors of China Construction Bank Corporation(601939) , so there is no need to avoid voting.
（3） Opinions of independent directors on connected transactions
1. Prior approval opinion
In accordance with relevant laws and regulations and the relevant provisions of the articles of association, the independent directors of the company have conducted pre audit on the proposals and relevant materials submitted by the company. The credit line applied by Chifeng Ruiyang, a subsidiary, to China Construction Bank Corporation(601939) is the use demand of working capital, which is conducive to the development of production and operation of the company. The pricing of this related party transaction will follow the principles of fairness, impartiality and openness, and fairly determine the interest rate of this loan, without damaging the rights and interests of the company and all shareholders, especially minority shareholders. Based on independent judgment, it is agreed to submit the proposal on applying for credit line and connected transactions from subsidiaries to China Construction Bank Corporation(601939) to the board of directors of the company for deliberation.
2. Independent opinion
The subsidiary’s application to China Construction Bank Corporation(601939) for credit line and related party transactions is conducive to meeting the capital needs of the company’s daily production and operation. This connected transaction follows the principles of fairness, impartiality and openness and will not have an adverse impact on the company’s financial status and operating results. The decision-making procedures comply with the company law of the people’s Republic of China, stock listing rules and other relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
5、 Documents for future reference
1. Resolutions of the 9th meeting of the 8th board of directors;
2. Prior approval opinions of independent directors on matters related to the ninth meeting of the eighth board of directors;
3. Independent opinions of independent directors on matters related to the ninth meeting of the eighth board of directors;
4. Audit opinions of the Audit Committee on matters related to the ninth meeting of the eighth board of directors.
It is hereby announced.
Shanghai Zhongyida Co.Ltd(600610) board of directors December 30, 2021
