Hainan Strait Shipping Co.Ltd(002320) acquisition of automobile passenger and cargo ro Ro Wharf in xinhaigang District
Financing plan for phase II asset project
On May 31, 2021, Hainan Strait Shipping Co.Ltd(002320) held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the implementation of phase II terminal asset acquisition project of automobile passenger and cargo ro Ro Terminal in xinhaigang district, Haikou Xinhai Ferry Terminal Co., Ltd. (hereinafter referred to as “Xinhai ferry”), a wholly-owned subsidiary of the company, was approved to purchase phase II wharf of automobile passenger and cargo ro Ro Terminal in xinhaigang district (hereinafter referred to as “the project”) for 9375105 million yuan. The project fund has been solved by borrowing from shareholders in the early stage. Now it is proposed to raise funds through “self owned funds + bank loans” for the repayment of shareholders’ loans.
1、 Project financing scheme
1. Lending bank: China Agricultural Bank Of China Limited(601288) Haikou Xiuying sub branch
2. Financing limit: RMB 500 million
3. Financing term: the loan term shall not exceed 7 years, and the approval validity period shall not exceed 1 year.
4. Financing interest rate: the market quoted interest rate (LPR) for loans with a term of more than 5 years published by the national interbank lending center minus 125 basis points
5. Guarantee method: Credit
6. Repayment method: repay the principal and interest according to the agreement, repay the principal at least twice a year, and the specific repayment amount shall be determined through negotiation.
7. Financing purpose: to acquire project assets or repay the borrowings used by previous shareholders for Project M & A.
2、 Loan granting conditions
1. Obtain loan application. Obtain resolutions, documents or documents or documents or certificates with the same legal effect that should be provided by the general meeting of shareholders, the board of directors or other competent authorities in accordance with laws and regulations or the articles of association.
2. The borrower opens a special account for capital supervision in ABC; The borrower shall provide the financing scheme of M & a project approved by the decision-making authority.
3. The self raised funds in M & A transactions shall not be less than 437510500 yuan. The source of self raised funds must contain a reasonable proportion of self owned or equity funds and be in place in the same way as the loan; For the shareholder loan in self raised funds, the shareholder must issue a commitment: give up the right to collect the principal and interest of the shareholder loan before the repayment of the M & a loan, and withdraw no earlier than the M & a loan of ABC.
4. The borrower shall provide a statement: the information of this asset transfer transaction is comprehensive and true, and there are no other defects or information not informed to ABC; The legitimacy procedures of the subject assets are complete and effective. If the project income cannot cover the loan principal and interest, it shall be repaid by comprehensive income.
3、 Financing related requirements
1. The credit records of enterprise executives must comply with the relevant provisions of the lending bank. The borrower’s shareholder issued a written commitment: before the principal and interest of ABC loan are paid off, the capital invested in the borrower will not be withdrawn, and the realized profits of the borrower will not be distributed.
2. Ganghang holdings made a commitment on this transaction, transferred the sea area use right to the land according to the agreement, handled the renewal of the certificate, handled the corresponding house property right certificate, and transferred the above land use certificate and house property certificate to Xinhai ferry. If the certificate cannot be handled, it shall obtain the certificate issued by Haikou natural resources and Planning Bureau to handle the relevant land use certificate according to law The explanatory document issued by Haikou housing and Urban Rural Development Bureau on the legality and compliance of houses and buildings and no risk of demolition. If Xinhai ferry fails to obtain the relevant port coastline, resulting in administrative punishment or failure to normally use the underlying assets, port and shipping holdings shall compensate Xinhai ferry for the relevant losses.
Hainan Strait Shipping Co.Ltd(002320) March 9, 2002
