Securities Announcement No.: - 6035
Announcement on providing guarantees and related party transactions to holding 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:
Risk analysis of this connected transaction
(I) operational risk
Affected by the global epidemic, the price of raw materials fluctuates greatly and the market dynamics is unstable.
(II) capital risk
The operation of Guangdong Weima, the holding subsidiary of the company, has just started. The supply system and sales system still need to establish perfect commercial credit, and there are certain capital risks.
In addition to this transaction, the number of related party transactions between the company and Guangdong Weima in the past 12 months was 2, with a cumulative amount of 126.65 million yuan.
1、 Overview of related party transactions
The first production line of Guangdong Weima New Material Technology Co., Ltd. (hereinafter referred to as "Guangdong Weima") has been put into operation in August 2021. So far, the production capacity has operated normally according to the scheduled production plan. With the increase of market demand, mature technology and standard production technology, the operation and management has been on track. According to the above conditions, The company studies to accelerate the launch of the second production line and expand the business scale. After careful analysis and in combination with the business development trend of Guangdong Weima, the company plans to provide Guangdong Weima with a guarantee limit of no more than RMB 150 million, including a credit guarantee limit of RMB 100 million, which is used for Guangdong Weima to borrow, factoring, bank acceptance Open letters of credit, bill discount and other financing methods to apply for a comprehensive credit line with a total exposure of no more than RMB 100 million from banks and other financial institutions; The amount of mortgage guarantee is 50 million yuan, and the land and buildings above the land located at No. 1 international road, Taicheng West Lake foreign investment demonstration zone, Taishan City will provide mortgage guarantee for Guangdong Weima loan.
According to the provisions of the Listing Rules of Shanghai Stock Exchange and the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange, this transaction belongs to related party transactions.
The amount of this connected transaction reached more than 30 million yuan, and exceeded the absolute value of the company's latest audited net assets by more than 5%. According to relevant regulations, this proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 Introduction to the guaranteed object and related parties
(I) introduction to relationship
In the past 12 months, Guangdong Weima was a joint-stock subsidiary of the company, and some senior managers of the company served as directors and supervisors in Guangdong Weima. Therefore, Guangdong Weima is an affiliated legal person of the company.
(II) basic information of guaranteed objects and related parties
Company name: Guangdong Weima New Material Technology Co., Ltd
Date of establishment: January 13, 2020
Company type: other limited liability companies
Registered address: 203, floor 2, office building 3, nonferrous metals circular economy industrial base, Zhoutian Town, Renhua county, Shaoguan City, Guangdong Province
Name of legal representative: Qin Wanqi
Registered capital: 300 million yuan
Business scope: processing and sales of new energy lithium battery materials; Comprehensive recycling of waste lithium batteries; Research and development of new materials and new energy; Production and sales of auto parts; Refining of new metal materials; Collection, utilization and sales of plastics and waste non-ferrous metals (lithium, nickel, cobalt, manganese, copper and aluminum); Recovery of zinc oxide materials; Processing non-ferrous metals; Recycling of waste automotive electronic products; China's foreign trade. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Shareholders and equity ratio:
Name of sequence shareholder contribution amount (10000 contribution proportion)
Number (yuan)
1 Shaoguan Zhongda Zinc Industry Co., Ltd. 530000 17.67%
2 Shaoguan Zhonghong Metal Industry Co., Ltd. 743500 24.78%
3 Guangdong Dcenti Auto-Parts Stock Limited Company(603335) 15,565.00 51.89%
4 Guangzhou Renwei enterprise management partnership (limited partnership) 850.00 2.83%
5 Shaoguan Dawei enterprise management partnership (limited partnership) 850.00 2.83%
Total 3000000 100.00%
(III) main financial data
As of December 31, 2021, Guangdong Weima had total assets of 41341594783 yuan and net assets of 29894125078 yuan. From January to December 2021, it realized operating income of 28313863210 yuan and net profit of 1430 Chengdu Zhimingda Electronics Co.Ltd(688636) yuan.
The above financial data have been audited.
3、 Review procedures for implementation
(I) opinions of the audit committee
The guarantee and related party transaction provided to the holding subsidiary will help the company to rapidly expand and operate the business layout, which is in line with the company's goal of strengthening its competitive strength and has a positive impact on the company's operation and development. The decision-making procedure of this connected transaction complies with the provisions of relevant laws, regulations and the articles of association of the company, and there is no damage to the interests of shareholders of the company, especially the interests of minority shareholders.
(II) prior approval and independent opinions of independent directors
The independent directors have carefully reviewed the proposal on providing guarantees and related party transactions to the holding subsidiaries to be considered at the meeting, agreed to submit the above proposal to the board of directors for consideration, and issued the following independent opinions: the object of this guarantee is the holding subsidiaries of the company, and the risk of providing guarantee is controllable, It is conducive to the rapid development of the business of Guangdong Weima, the holding subsidiary of the company, which is in line with the interests of the shareholders of the company. When the board of directors deliberates the related party transaction, the voting procedures comply with the provisions of relevant laws, regulations and the articles of association. We all agree on this. (III) deliberation and voting of the board of directors
On March 14, 2022, the 11th meeting of the third board of directors and the 7th Meeting of the third board of supervisors of the company deliberated and adopted the proposal on providing guarantees and related party transactions to holding subsidiaries, which needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 Purpose of providing guarantee and its impact on Listed Companies
The first production line of Guangdong Weima was put into operation in August 2021. So far, the production capacity has operated normally according to the scheduled production plan. With the increase of market demand and the company's production technology reaching the standard, according to the actual production and operation situation of Guangdong Weima, combined with the market demand, especially the rapid development of new energy lithium battery recycling, In order to increase the production and operation business as soon as possible and increase the operating revenue for the company, the company plans to provide guarantee to Guangdong Weima without affecting the normal operation of the company's main business.
This guarantee is conducive to accelerating the launch of the second production line of Guangdong Weima, strengthening the company's comprehensive competitiveness, and implementing the healthy operation of Guangdong Weima, the subsidiary invested by the company, as soon as possible. The company will strictly control and strengthen the standardized financial management, on the premise of ensuring the safety of funds and on the principle of ensuring that the risks are within the controllable range. The company is the controlling shareholder of Guangdong Weima. The risk control and financial internal control management of Guangdong Weima will be implemented in accordance with the company's management system and regulations. The guarantee provided by the company to Guangdong Weima will not have a significant impact on the company.
5、 The total amount of various related party transactions with the related party
The related party transactions between the company and Guangdong Weima in the past 12 months are as follows:
(I) the company held the third extraordinary general meeting of shareholders in 2021 on August 9, 2021, deliberated and approved the proposal on capital increase and related party transactions for holding subsidiaries. Guangdong Weima increased the registered capital by 103 million yuan and agreed to subscribe the capital increase by 56.65 million yuan in currency (see the company's announcement: 2021040 for details), The company has paid 56.65 million yuan of capital increase in currency, and the capital increase has been completed. (II) the company held the third extraordinary general meeting of shareholders in 2021 on August 9, 2021, deliberated and approved the proposal on providing guarantees, financial assistance and related party transactions to holding subsidiaries, and agreed that the company would provide Guangdong Weima with a cash limit of no more than 20 million yuan as a short-term standby working capital, It is agreed that the company will provide Guangdong Weima with a guarantee amount of no more than 50 million yuan (see the company's announcement: 2021041 for details). Up to now, the company has provided Guangdong Weima with 10 million yuan of standby working capital, and the guarantee amount of the company to Weima is 0 yuan.
To sum up, in addition to this transaction, the number of related party transactions between the company and Guangdong Weima in the past 12 months was 2, with a cumulative amount of 126.65 million yuan.
6、 Accumulated external guarantees and overdue guarantees
The external guarantees of the company in the past 12 months are as follows:
(I) the company held the fifth meeting of the third board of directors on September 27, 2021, deliberated and approved the proposal on the subsidiary's plan to apply for mortgage loan and the company's guarantee, and agreed to provide guarantee for the wholly-owned subsidiary Guangdong Guangdong Dcenti Auto-Parts Stock Limited Company(603335) Green Food Co., Ltd. (hereinafter referred to as "green food company") within the amount of 40 million yuan; It is agreed to provide guarantee for the wholly-owned subsidiary Taishan Guangdong Dcenti Auto-Parts Stock Limited Company(603335) steam turbine Intelligent Manufacturing Co., Ltd. (hereinafter referred to as "steam turbine intelligent manufacturing company") within the amount of 60 million yuan.
(II) the company held the third meeting of the third board of directors on July 23, 2021 and the third extraordinary general meeting of shareholders in 2021 on August 9, 2021. The proposal on providing guarantees, financial assistance and related party transactions to holding subsidiaries was deliberated and adopted, It is agreed that the company will provide a guarantee limit of no more than RMB 50 million to the holding subsidiary Guangdong Weima New Material Technology Co., Ltd. (hereinafter referred to as "Guangdong Weima").
As of the date of this announcement, the guarantee balance provided by the company for Guangdong Weima is RMB 0 million, the guarantee balance provided for green food company is RMB 2.81 million, and the guarantee balance provided for steam turbine Zhizao company is RMB 0 million. The total guarantee balance is RMB 2.81 million, accounting for 0.46% of the company's latest audited net assets. There is no overdue guarantee. Except as disclosed above, the company does not provide guarantee for shareholders, actual controllers, other related parties, any unincorporated units or individuals.
7、 Risk analysis of this connected transaction
(I) operational risk
Affected by the global epidemic, the price of raw materials fluctuates greatly and the market dynamics is unstable.
(II) capital risk
The operation of Guangdong Weima, the holding subsidiary of the company, has just started. The supply system and sales system still need to establish perfect commercial credit, and there are certain capital risks.
It is hereby announced.
Guangdong Dcenti Auto-Parts Stock Limited Company(603335) board of directors March 15, 2022
