Securities code: Shenzhen Fluence Technology Plc(300647) securities abbreviation: Shenzhen Fluence Technology Plc(300647) Announcement No.: 2022032 Shenzhen Fluence Technology Plc(300647)
Announcement on the company’s application for credit line and related party guarantee from financial institutions and similar financial enterprises. 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.
Shenzhen Fluence Technology Plc(300647) (hereinafter referred to as “the company”) held the 13th meeting of the third board of directors on March 18, 2022, deliberated and adopted the proposal on the company’s application for credit line and related guarantee from financial institutions and financial enterprises. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant contents are hereby announced as follows:
1、 Overview of related party guarantee
Due to the needs of business development, the company plans to apply to financial institutions and financial enterprises (including but not limited to banks and financial leasing institutions) for a comprehensive credit line with a total amount of no more than RMB 800 million (the final credit line shall be subject to the actual approved credit line of financial institutions and financial enterprises), with a period from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting, The credit line can be recycled within the credit term. At the same time, the company can authorize its subsidiaries to use the above line and bear joint and several liability for repayment. Within this line, the company and its subsidiaries apply for credit according to the actual capital needs. The above credit lines are mainly used for bank loans, bank acceptance bills, discount / guarantee of commercial acceptance bills, letters of credit, letter of guarantee, bill pledge financing, gold leasing, M & A loans, financial leasing and other credit businesses.
Some controlling shareholders and actual controllers of the company, Mr. Du Jianjun and Ms. Liu Yu, agree to provide joint and several liability free guarantee for the financing of the company. The company does not provide counter guarantee and is exempt from the payment of guarantee fees. The guarantee matters shall be subject to the specific guarantee agreement actually signed between the financial institution or similar financial enterprise and the controlling shareholder, and the guarantee amount shall be subject to the actual financing amount between the financial institution or similar financial enterprise and the company.
According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, this transaction constitutes the related party transaction of the company. The 13th meeting of the third board of directors and the 13th meeting of the third board of supervisors of the company considered and approved the above related guarantee matters, which need to be submitted to the general meeting of shareholders for approval.
The board of directors of the company authorizes the legal representative of the company or the authorized agent designated by the legal representative to handle relevant procedures on behalf of the company within the above credit line, and sign all contracts, agreements, vouchers and other documents related to credit within the above credit line.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. 2、 Main contents of the agreement
The company applies to financial institutions and similar financial enterprises for a comprehensive credit line with a total amount of no more than RMB 800 million. The period is from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting. The credit line can be recycled within the credit period, and the subsidiaries can be authorized to use the above line and bear joint and several liability for repayment, Within this line, the company and its subsidiaries apply for credit according to the actual capital demand. Some controlling shareholders and actual controllers of the company, Mr. Du Jianjun and Ms. Liu Yu, provide joint and several liability free guarantee for the financing of the company. As of the date of this announcement, the agreement related to this credit has not been signed. Within the scope of the above line, the specific credit amount and credit mode are finally subject to the formal agreement or contract actually signed between the company and financial institutions and similar financial enterprises.
3、 Accumulated related party transactions between the company and the above related parties in this year
In January 2022, Mr. Du Jianjun and Ms. Liu Yu provided related party guarantee for the company and its subsidiaries to apply for a comprehensive credit line from Shanghai Aijian Financial Leasing Co., Ltd., with a guarantee amount of 30 million yuan. In addition to the above-mentioned related party transactions, the related party transactions described in this report and the payment of remuneration to Mr. Du Jianjun and Ms. Liu Yu, the company has no other related party transactions with Mr. Du Jianjun and Ms. Liu Yu from the beginning of 2022 to the date of this announcement.
4、 Impact on Listed Companies
This application for bank credit is based on the actual business needs of the company, which helps to better support the business expansion of the company and ensure the stable and sustainable development of the company.
In order to support the business development of the company, some controlling shareholders and actual controllers of the company, Mr. Du Jianjun and Ms. Liu Yu provide joint and several liability guarantee for the company to apply for credit from financial institutions and similar financial enterprises without charging any guarantee fee, which reflects the support of controlling shareholders to the company, is in line with the interests of the company and all shareholders, and is conducive to the long-term development of the company.
5、 Prior approval and independent opinions of independent directors
The independent directors of the company reviewed the above proposal in advance, recognized the related party transaction and agreed to submit it to the board of directors of the company for deliberation. At the same time, we express the following independent opinions:
The company’s application for credit line from financial institutions and similar financial enterprises complies with the provisions of relevant laws and regulations, is conducive to the long-term development of the company, and there is no damage to the interests of the company or minority shareholders. Some controlling shareholders and actual controllers of the company, Mr. Du Jianjun and Ms. Liu Yu, provided guarantees for the company’s application for credit line, alleviated the capital pressure required for the company’s operation and development, complied with the interests of listed companies, and did not damage the interests of the company and shareholders. Therefore, we agree to the matter and submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Opinions of the board of supervisors
After review, the board of supervisors held that the company applied for a comprehensive credit line of no more than RMB 800 million from financial institutions and financial enterprises, and some controlling shareholders and actual controllers of the company, Mr. Du Jianjun and Ms. Liu Yu, provided joint and several liability free guarantee for the financing of the company. Mr. Du Jianjun and Ms. Liu Yu provided joint and several liability guarantee for the company’s application for comprehensive credit line to financial institutions and financial enterprises, solved the problem of the company’s guarantee for credit line to financial institutions and financial enterprises, and supported the development of the company. This guarantee was exempted from paying guarantee fees, which reflected the support of the controlling shareholders of the company for the company and was in line with the interests of the company and all shareholders, It will not affect the company’s operating performance. This matter and its deliberation procedures comply with the provisions of relevant laws and regulations and relevant rules and regulations of the company, and there is no situation that damages the interests of the company and other non affiliated shareholders, especially small and medium-sized shareholders.
7、 Documents for future reference
1. Resolutions of the 13th meeting of the third board of directors;
2. Resolutions of the 13th meeting of the third board of supervisors;
3. Prior approval and independent opinions of independent directors on matters related to the 13th meeting of the third board of directors of the company;
4. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Shenzhen Fluence Technology Plc(300647) board of directors March 19, 2022
