Securities code: Chacha Food Company Limited(002557) securities abbreviation: Chacha Food Company Limited(002557) Announcement No.: 2022013
Bond Code: 128135 bond abbreviation: Qiaqia convertible bond
Chacha Food Company Limited(002557)
Announcement on external financial assistance
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.
Important content tips:
1. The company provides financial assistance of 150 million yuan to Anhui Xinhua Development Group Co., Ltd. (hereinafter referred to as Xinhua Development) to supplement its working capital. The funding period is 12 months from the date of issuing the loan by the entrusted bank, the annual interest rate is 10.00%, and the interest is paid once a quarter.
2. Review procedures to be performed: the independent directors of the company have expressed their independent opinions on the financial assistance after being reviewed and approved at the 19th meeting of the Fifth Board of directors of the company.
3. Special risk warning: after the expiration of the financial assistance period, there may be a risk that Xinhua development will not return the principal and interest in time. Please pay attention to investment risks.
1、 Overview of financial assistance
1. In order to effectively improve the efficiency of capital use, the company decided to provide financial assistance to the outside world. This matter will not affect the normal business development and capital use of the company. It does not belong to the situation that financial assistance is not allowed under the provisions of the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies No. 1 – Guidelines for standardized operation of the main board.
2. The 19th meeting of the 5th board of directors held on March 17, 2022 deliberated and adopted the proposal on external financial assistance with 7 affirmative votes, 0 negative votes and 0 abstention. The independent directors of the company expressed their independent opinions on the financial assistance. This financial assistance does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the funded object
Company name: Anhui Xinhua Development Group Co., Ltd
Legal representative: Wu Wei
Registered capital: 100 million yuan
Company type: limited liability company
Date of establishment: August 19, 2009
Equity structure: Wu Wei invested 95 million yuan, accounting for 95% of the shares; Wu Shuang invested 5 million yuan, with a shareholding ratio of 5%.
Address: room 2512, 25 / F, building a, Xinhua Financial Plaza, No. 320 Qianshan Road, Shushan District, Hefei City, Anhui Province
Business scope: project investment; estate management; hotel management; Tourism planning; Catering management; Acting design, production and release of Chinese advertisements; Sales of real estate, building materials, industrial and mining equipment. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
As of December 31, 2020, Xinhua development has total assets of 18839342800 yuan, total liabilities of 12326786800 yuan, owner’s equity of 5756220400 yuan and asset liability ratio of 65.43%; From January to December 2020, Xinhua development achieved an operating revenue of 4932195600 yuan and a net profit of 599359400 yuan (the above figures are the figures in the consolidated statements, which have been audited).
As of December 31, 2021, Xinhua development has total assets of 17434151600 yuan, total liabilities of 10354660400 yuan, owner’s equity of 7079491300 yuan and asset liability ratio of 59.39%; From January to December 2021, Xinhua development achieved an operating revenue of 54979989 million yuan and a net profit of 9497499 million yuan. (the above figures are consolidated statements, and the data are Unaudited).
Credit status: after verification, the credit status of Xinhua development is normal, and it is not the person who is dishonest.
Xinhua development has no relationship with the company. The company provided 150 million yuan of financial assistance to Xinhua development in the previous fiscal year, and Xinhua development has repaid the principal and interest of the above entrusted loan on schedule.
3、 Main contents of financial assistance agreement
1. Financial aid object: Anhui Xinhua Development Group Co., Ltd
2. Entrusted loan amount: RMB 150 million
3. Term: 12 months from the date when the entrusted bank issues the loan
4. Source of funds: self owned funds
5. Interest rate: 10% per annum
6. Interest payment: Quarterly interest payment
7. Guarantee method: Wu Wei and his wife, the legal representative of Xinhua development, provide personal joint and several liability guarantee
8. Purpose of loan: it is used to solve the problem of insufficient working capital for operation and shall not be used for other purposes.
4、 Financial aid risk analysis and risk control measures
After the expiration of the financial assistance period, there may be a risk that Xinhua development cannot return the principal and interest in time. In order to prevent and control the risks of this financial assistance, Wu Wei and his wife, the actual controller of Xinhua development, bear personal joint and several liability guarantee, of which Mr. Wu Wei directly holds 95% of the equity of Xinhua development.
Wu Wei, male, born in August 1967, Chinese nationality, EMBA master of Tsinghua University, EMBA master of Changjiang business school, senior economist, now executive director and general manager of Xinhua development, director of Anhui Economic Work Committee of China Agricultural and industrial Democratic Party, President of Anhui Real Estate Research Association, first vice chairman of Hefei Federation of industry and Commerce and representative of Hefei Municipal People’s Congress.
Mr. and Mrs. Wu Wei have no relationship with the company.
5、 Opinions of the board of directors
Xinhua development is a large cross regional and cross industry enterprise integrating financial investment, project investment and property management. The board of directors of the company believes that Xinhua development has a good business development and good credit situation. The entrusted loan guarantee measures are strong and the repayment source is guaranteed. The board of directors agreed to the above-mentioned provision of financial assistance and considered that the above-mentioned financial assistance was in line with relevant regulations, did not harm the interests of the company and all shareholders, and the decision-making procedure was legal and effective.
6、 Opinions of independent directors
After verification, we believe that in view of the abundant funds of the company, under the condition of ensuring the funds required for production and operation, providing entrusted loans through banks can effectively improve the efficiency of fund use; The borrower Anhui Xinhua Development Group Co., Ltd. has strong solvency and strong guarantee measures. The company has agreed and restricted the use of the funds, so the risk of the entrusted loan is controllable. The entrusted loan complies with the self regulatory guidelines for listed companies No. 1 – Guidelines for standardized operation of the main board and other relevant provisions, does not harm the interests of the company and shareholders, and its decision-making procedures are legal and effective. Based on this, we agree to the scheme of providing external financial assistance.
7、 Accumulated amount of financial assistance and overdue amount
After providing financial assistance this time, the total amount of financial assistance provided by the company will be 150 million yuan, accounting for 3.57% of the latest audited net assets of the company. There is no overdue amount of financial assistance provided by the company.
8、 Other matters
The company has not changed the investment direction of the raised funds to permanently supplement the working capital, permanently used the over raised funds to supplement the working capital or repaid the bank loan within 12 months from the date of announcement; Within 12 months after the external financial assistance is provided, the idle raised funds will not be used to temporarily supplement the working capital, the investment direction of the raised funds will be changed to permanently supplement the working capital, and the over raised funds will be permanently used to supplement the working capital or repay the bank loan.
It is hereby announced.
Chacha Food Company Limited(002557) board of directors March 17, 2002
