Securities code: Tianjin Binhai Energy & Development Co.Ltd(000695) securities abbreviation Tianjin Binhai Energy & Development Co.Ltd(000695) Announcement No.: 2022021 Tianjin Binhai Energy & Development Co.Ltd(000695)
Announcement on borrowing 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.
1、 Overview of related party transactions
1. In order to meet the daily production and operation needs of Tianjin Binhai Energy & Development Co.Ltd(000695) (hereinafter referred to as “the company”), it is proposed to borrow from Xuyang Holding Co., Ltd. (hereinafter referred to as “Xuyang holding”), the controlling shareholder of the company, with a loan amount of no more than 28 million yuan (which can be recycled within the limit); It shall be implemented in accordance with the one-year loan market quotation interest rate (LPR) standard published by the national interbank lending center on the effective date of this agreement.
2. Xuyang holding is the controlling shareholder of the company. According to paragraph 2 of article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes the related party transaction of the company.
3. The board of directors of the company held the 15th meeting of the 10th board of directors on March 11, 2022. The company had 9 directors and 9 directors attended the meeting. The meeting deliberated and adopted the proposal on signing loan agreement and related party transactions between the company and the controlling shareholder by 5 votes, 0 votes against and 0 abstentions. The meeting was held in accordance with the relevant provisions of the company law and the articles of association.
The above proposal is a related party transaction. The related directors Mr. Jia Yunshan, Mr. Li Qinghua, Mr. Yuan Xixian and Mr. Zhang Jianguo avoided voting, and the independent directors issued their prior approval opinions and independent opinions on the related party transaction.
This connected transaction does not constitute a major asset reorganization, reorganization and listing specified in the administrative measures for major asset reorganization of listed companies, nor does it need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of related parties
1. Name of related party: Xuyang Holding Co., Ltd;
2. Registered capital: 1 million yuan;
3. Unified social credit Code: 911101067655030132;
4. Registered address: Building 4, zone 5, No. 188, South Fourth Ring West Road, Fengtai District, Beijing;
5. Legal representative and actual controller: Mr. Yang Xuegang
6. Business scope: project investment; Investment management; Information consultation; Scientific and technological development; Sales of coke and by-products, anthracene oil, carbon black, asphalt, hardware and electrical equipment, mechanical and electrical equipment, computer software and hardware and external equipment, building materials and metal materials; Import and export of goods; Acting import and export. (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 city.)
7. Financial data for 2021 (Unaudited)
Index year 2021 index year 2021
The total assets are 12.051 billion yuan and the income is 4.533 billion yuan
The net assets are 1.685 billion yuan and the net profit is 831 million yuan
8. According to the relevant provisions of the listing rules, Xuyang holding is an affiliated legal person of the company.
9. Xuyang holding is in good financial and operating conditions and can perform its responsibilities and obligations in accordance with the contract. The credit information of Xuyang holding company is not queried in the national credit information system.
3、 Main contents of related party transaction agreement
1. Starting period
From March 11, 2022 to March 10, 2023.
2. Purpose of loan
Party B’s daily production and operation. (Party A refers to Xuyang holding and Party B refers to the company)
3. Loan interest rate
It shall be implemented in accordance with the one-year loan market quotation interest rate (LPR) standard published by the national interbank lending center on the effective date of this agreement.
4. Loan issuance
Within the service life of the loan limit agreed in the agreement and within the maximum loan principal limit agreed in the agreement, Party A shall provide loans to Party B according to Party B’s fund use needs. Party B shall submit the loan application to Party A 5 working days in advance each time it needs useful funds.
5. Repayment
Party B shall use the funds according to the loan term recorded in the loan application, and return the loan principal and interest to Party A the next day after the expiration of the loan term recorded in the loan application. However, if Party B is unable to pay off the principal and interest of the loan at the expiration of the loan term, Party B shall pay off the principal and interest of the corresponding loan no later than the termination date of the loan limit.
4、 Transaction purpose, pricing policy and impact on the company
In order to supplement the company’s working capital, repay some loans from financial institutions and further optimize the asset liability structure, the company plans to borrow from the controlling shareholder Xuyang holdings. The board of Directors believes that the loan interest rate is implemented according to the loan market quotation rate (LPR) standard published by the national interbank lending center on the effective date of this agreement, follows the principles of fairness, rationality and fairness, is conducive to the sustainable development of the company, does not damage the interests of listed companies and all shareholders, and is in line with the interests of the company and all shareholders.
The above related party transactions will not affect the independence of the company, and the company’s main business will not rely on related parties due to the above related party transactions.
5、 Previous related party transactions
Since Xuyang holdings became the controlling shareholder of the company on January 10, 2022, there has been no related party transaction.
6、 Prior approval opinions of independent directors and opinions of independent directors (see the announcement on the same day for details)
7、 Documents for future reference
(1) Resolutions of the 15th meeting of the 10th Session of the board of directors;
(2) Prior approval of independent directors and opinions of independent directors;
(3) Loan agreement.
It is hereby announced
Tianjin Binhai Energy & Development Co.Ltd(000695) board of directors
March 12, 2021
