Securities code: Anhui Ankai Automobile Co.Ltd(000868) securities abbreviation: Anhui Ankai Automobile Co.Ltd(000868) Announcement No.: 2022026 Anhui Ankai Automobile Co.Ltd(000868)
Announcement on applying for Entrusted loan from the controlling shareholder Anhui Jianghuai Automobile Group Corp.Ltd(600418) 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.
On March 18, 2022, Anhui Ankai Automobile Co.Ltd(000868) (hereinafter referred to as “the company”) held the 13th meeting of the 8th board of directors, and related directors Mr. Dai Maofang, Mr. Liu Yong, Mr. Li Yongxiang and Mr. Wang Delong withdrew from voting. The meeting deliberated and adopted the proposal on applying for Entrusted loan from the controlling shareholder Anhui Jianghuai Automobile Group Corp.Ltd(600418) with 5 votes in favor, 0 against and 0 abstention, and submitted the proposal to the 2021 annual general meeting of shareholders of the company for voting. The specific contents are announced as follows:
1、 Overview of the situation
In view of the development needs of the company’s main business, in order to ensure the capital needs of production and operation, the company plans to apply for a entrusted loan of no more than RMB 500 million from the controlling shareholder Anhui Jianghuai Automobile Group Corp.Ltd(600418) (hereinafter referred to as ” Anhui Jianghuai Automobile Group Corp.Ltd(600418) “) to adjust the liability structure and optimize the financial cost Anhui Jianghuai Automobile Group Corp.Ltd(600418) has a large business scale and good reputation. Its bargaining power with financial institutions is obviously better than that of our company. The company will pay interest on schedule according to the specific loan contract, repay the principal when due, and the loan interest rate is not higher than the bank’s loan interest rate in the same period.
The amount involved in this connected transaction accounts for 188.48% of the latest audited net assets of our company, which needs to be submitted to the general meeting of shareholders of the company for deliberation. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of related parties
1. Enterprise name: Anhui Jianghuai Automobile Group Corp.Ltd(600418)
Address: No. 176, Dongliu Road, Baohe District, Hefei
Legal representative: Xiang xingchu
Registered capital: 1893312117 yuan
Company type: joint stock limited company (listed)
Main business: general business items: development, manufacturing and sales of automobile chassis, gearbox and auto parts; Development, manufacturing and sales of automobiles (including cars); Development, manufacturing and sales of tooling, molds and fixtures; New technology development and new product development; The import and export of products and technologies produced by the enterprise and the import and export of raw and auxiliary materials, instruments and meters, mechanical equipment, spare parts and technologies required for the production of the enterprise; Technical services, technology transfer, land, housing, equipment and car leasing.
2. Affiliated relationship: the controlling shareholder of the company
3. Financial status: as of September 30, 2021, Anhui Jianghuai Automobile Group Corp.Ltd(600418) total assets are 446 Shanghai Kelai Mechatronics Engineering Co.Ltd(603960) 9285 yuan, total liabilities are 3065069599489 yuan, net assets are 1400970009796 yuan, operating income is 3079711108540 yuan and net profit is 13449510679 yuan from January to September 2021. (Unaudited)
3、 Main contents of related party transactions
The company plans to apply to Anhui Jianghuai Automobile Group Corp.Ltd(600418) for a entrusted loan of no more than 500 million yuan to adjust the debt structure and optimize the financial cost. The company will pay the interest on schedule according to the specific loan contract, repay the principal when due, and the loan interest rate shall not be higher than the bank’s loan interest rate in the same period.
4、 Transaction purpose and impact on Listed Companies
By applying to Anhui Jianghuai Automobile Group Corp.Ltd(600418) for Entrusted loan this time, the company can promote the company to maintain normal production and operation activities and is conducive to the medium and long-term sustainable development of the company.
5、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
In addition to this related party transaction, the total amount of various related party transactions between the company and Anhui Jianghuai Automobile Group Corp.Ltd(600418) and its holding subsidiaries from the beginning of the year to the disclosure date was RMB 6.666 million.
6、 Opinions of independent directors
This matter was approved by the independent directors in advance before the deliberation of the board of directors. The independent directors expressed the following independent opinions on the proposal on applying for Entrusted loan from the controlling shareholder Anhui Jianghuai Automobile Group Corp.Ltd(600418) at the 13th meeting of the eighth board of directors of the company:
This connected transaction is in line with the actual situation of the company and aims at the effective development of the company’s business. The loan interest rate is fair and reasonable. The transaction follows the principles of objectivity, fairness and fairness, conforms to the fundamental interests of the company and does not damage the interests of non affiliated shareholders. When the board of directors of the company considered this related party transaction, the related directors Mr. Dai Maofang, Mr. Liu Yong, Mr. Li Yongxiang and Mr. Wang Delong avoided voting. The voting procedure was legal and effective, and in line with the provisions of relevant laws, regulations and the articles of association. The related party transaction involved had not found any damage to the interests of the company and shareholders, and the decision-making procedure was in line with the provisions of relevant laws and regulations. We agree to the related party transaction.
7、 Documents for future reference
1. Anhui Ankai Automobile Co.Ltd(000868) resolutions of the 13th meeting of the 8th board of directors;
2. Relevant independent opinions of independent directors.
It is hereby announced
Anhui Ankai Automobile Co.Ltd(000868) board of directors
March 22, 2022
