Securities code: Holsin Engineering Consulting Group Co.Ltd(603909) securities abbreviation: Holsin Engineering Consulting Group Co.Ltd(603909) Announcement No.: 2022016 Holsin Engineering Consulting Group Co.Ltd(603909)
Announcement on applying for loan limit and related party transactions from controlling shareholders
The board of directors and all directors 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:
It is proposed to apply to Xiamen Yiyue, the controlling shareholder, for a loan limit of no more than 300 million yuan to supplement the company’s working capital. The term of this loan limit shall not exceed 36 months, the loan interest rate shall not be higher than 5.5% annualized, and the loan amount within the total limit can be recycled within the validity period.
After the application for loan limit and related party transaction from the controlling shareholder is reviewed and approved by the board of directors, it needs to be submitted to the general meeting of shareholders for deliberation.
As of the disclosure date of this announcement, the company and Xiamen Yiyue have no non daily related party transactions other than the loan amount applied for this time, and there have been no related party transactions borrowing from different related parties in the past 12 months. 1、 Overview of related party transactions
Holsin Engineering Consulting Group Co.Ltd(603909) (hereinafter referred to as “the company”) applies to the controlling shareholder Xiamen Yiyue Real Estate Co., Ltd. (hereinafter referred to as “Xiamen Yiyue”) for a loan limit of no more than 300 million yuan to supplement the working capital of the company. The term of this loan limit shall not exceed 36 months, the loan interest rate shall not be higher than 5.5% annualized, and the loan amount within the total limit can be recycled within the validity period.
After the application for loan limit and related party transaction from the controlling shareholder is reviewed and approved by the board of directors, it needs to be submitted to the general meeting of shareholders for deliberation and request the general meeting of shareholders to authorize the management of the company to determine and handle it according to the actual business needs within the above expected limit.
2、 Basic information of related parties
1. Basic information:
Company name: Xiamen Yiyue Real Estate Co., Ltd
Legal representative: Lin Weiguo
Enterprise type: limited liability company (wholly owned by foreign-invested enterprise legal person)
Address: 85 / F, unit 604B, Express Center, No. 95, Xiangyun 1st Road, Xiamen area, China (Fujian) pilot Free Trade Zone
Registered capital: 2 million yuan
Unified credit social code: 913502 Jiangsu Chuanzhiboke Education Technology Co.Ltd(003032) 85066b
Business scope: real estate development and operation; Self owned real estate business activities; Other unspecified real estate industries; estate management; Investment in primary industry, secondary industry and tertiary industry (unless otherwise provided by laws and regulations); Investment management (unless otherwise provided by laws and regulations); Asset management (unless otherwise provided by laws and regulations); Enterprise management consulting; Housing construction industry; Building decoration industry; Other engineering preparation activities (excluding blasting); Municipal road engineering construction; Construction of landscape and greening works; Earthwork (excluding blasting); Other matters not subject to approval of civil engineering; Hardware retail; Paint retail; Sanitary ware retail; Retail of wood decorative materials; Retail of ceramic and stone decorative materials; Retail of other interior decoration materials; Wholesale of building materials; Wholesale of non-metallic minerals and products (excluding hazardous chemicals and MCCs); Operate the import and export of all kinds of commodities and technologies (do not attach the catalogue of import and export commodities separately), except for the commodities and technologies restricted or prohibited by the state.
2. Main financial data:
As of December 31, 2020, Xiamen Yiyue had total assets of 181226305000 yuan, net assets of 33771433000 yuan, operating income of 4273130000 yuan and net profit of 2370311000 yuan. The above financial data were audited by Rongcheng certified public accountants.
As of September 30, 2021, Xiamen Yiyue had total assets of 333625367000 yuan, net assets of 4986232700 yuan, operating income of 994855 million yuan and net profit of -284304000 yuan. The above financial data were unaudited.
3. Description of related relationship: Xiamen Yiyue is the controlling shareholder of the company.
3、 Main contents and pricing basis of related party transactions
The company plans to apply to Xiamen Yiyue for a loan limit of no more than 300 million yuan. The company can borrow and repay the loan according to the actual demand and recycle it within the total loan limit. The term of the loan limit shall not exceed 36 months, and the annual interest rate of the loan shall not be higher than 5.5%.
Based on the principles of voluntariness, equality and mutual benefit, the pricing of loan interest rate follows the market-oriented principle, comprehensively considers the capital cost of controlling shareholders, combined with the company’s financing difficulty and financing efficiency, the pricing basis and transaction price are fair, fair and reasonable, in line with the provisions of relevant laws and regulations, and there is no damage to the interests of the company and all shareholders.
4、 Purpose of related party transactions and its impact on the company
The company’s application for loan limit from Xiamen Yiyue is conducive to ensuring the company’s business development and broadening the company’s financing channels, improving the company’s financing efficiency and reducing external financing risks, is conducive to the overall development of the company, and is in line with the actual needs of the company’s business development and the interests of all shareholders.
This connected transaction will not have a significant impact on the company’s financial status, operating results and independence. 5、 Review procedures of related party transactions
On March 22, 2022, the company held the third meeting of the Fourth Board of directors, and deliberated and adopted the proposal on applying for loan limit and related party transactions from controlling shareholders with 5 affirmative votes, 0 negative votes, 0 abstention votes and 4 avoidance votes. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, four related directors of the company (Mr. Zhuang YueKai, Mr. Lin Weiguo, Ms. Liu Jing and Mr. Peng Yong) have avoided voting, The proposal was adopted by the remaining five non affiliated directors by unanimous vote. This proposal was also deliberated and adopted at the third meeting of the Fourth Board of supervisors held on the same day, and Ms. Cao Xinyu, the related supervisor, withdrew from voting.
The independent directors of the company expressed their prior approval and independent opinions on this, holding that the company’s plan to apply for the loan limit and related party transactions from the controlling shareholder Xiamen Yiyue Real Estate Co., Ltd. is the need of the company’s normal operation and development, which is conducive to the company’s replenishment of working capital, reducing liquidity risk and ensuring the healthy and stable development of business; The borrowing interest rate of this related party transaction comprehensively considers the actual capital cost of the controlling shareholder, the company’s market financing interest rate and the company’s recent capital arrangement. Its pricing basis is relatively fair and sufficient, which is conducive to improving the company’s capital use efficiency and reducing liquidity risk, and does not damage the interests of the company and other shareholders, especially small and medium-sized shareholders; The deliberation and voting procedures of this connected transaction were legal and compliant. The board of directors consulted in advance, and the connected directors avoided voting. To sum up, we agree to the proposal on borrowing from controlling shareholders and related party transactions and agree to submit the proposal to the general meeting of shareholders for deliberation.
6、 Historical related party transactions
As of this related party transaction, the company and Xiamen Yiyue have no non daily related party transactions other than the loan amount applied for this time, and there have been no related party transactions borrowing from different related parties in the past 12 months. 7、 Online announcement attachment
1. Prior approval opinions of independent directors on relevant matters considered at the third meeting of the Fourth Board of directors; 2. Independent opinions of independent directors on relevant matters considered at the third meeting of the Fourth Board of directors.
It is hereby announced.
Holsin Engineering Consulting Group Co.Ltd(603909) board of directors
March 23, 2002
