Securities code: Hainan Haiyao Co.Ltd(000566) securities abbreviation: Hainan Haiyao Co.Ltd(000566) Announcement No.: 2022016 Hainan Haiyao Co.Ltd(000566)
Announcement on the extension of accepting financial assistance from related parties
The board of directors and all directors of the company guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview
Hainan Haiyao Co.Ltd(000566) (hereinafter referred to as “the company” or ” Hainan Haiyao Co.Ltd(000566) “) according to the company’s capital needs and future development strategy needs, the 12th meeting of the 10th board of directors held on April 14, 2021 deliberated and adopted the proposal on borrowing from Xinxing Jihua Pharmaceutical Holdings Co., Ltd. Xinxing Jihua pharmaceutical Holding Co., Ltd. (hereinafter referred to as “pharmaceutical holding”), the controlling shareholder of Hainan Huatong Industrial Co., Ltd., provides the company with financial assistance of RMB 500 million from April 7, 2021 to April 6, 2022; At the 16th meeting of the 10th board of directors held on June 1, 2021, the company deliberated and adopted the proposal on borrowing from Xinxing Jihua Pharmaceutical Holdings Co., Ltd. the financial assistance provided by Pharmaceutical Holdings to the company is RMB 350 million, with a term from May 31, 2021 to May 30, 2022.
The above proposal has been deliberated and approved by the general meeting of shareholders of the company. For details, see http://www.cn.info.com.cn on April 15 and June 2, 2021 Announcement on accepting financial assistance from related parties disclosed.
In order to reduce the overall financing cost of the company and ensure the capital demand of the company’s business operation, the company held the 22nd Meeting of the 10th board of directors on March 21, 2022, and deliberated and adopted the proposal on the extension of accepting financial assistance from related parties. The company plans to extend the above financial aid limit of 500 million yuan and 350 million yuan for one year. Within the above loan limit, the funds can be used on a rolling basis, and the company does not need to provide any mortgage or guarantee for the financial aid. The funds of this loan extension are mainly used for Hainan Haiyao Co.Ltd(000566) main business and supplementary working capital. Mr. Pan Dazhong, the chairman of the company, served as the executive director and general manager of Hainan Huatong Industrial Co., Ltd., the controlling shareholder, and the chairman of Pharmaceutical Holdings. Mr. Cai Haojie, the director of the company, served as the executive director of Tianjin Huajin Pharmaceutical Co., Ltd., which is controlled by Xinxing Jihua Group Corporation Limited(601718) Co., Ltd., the controlling shareholder of Pharmaceutical Holdings. Mr. Zhao Yuexiang, the director of the company, served in Pharmaceutical Holdings. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Mr. Pan Dazhong, Mr. Cai Haojie and Mr. Zhao Yuexiang have avoided voting on this motion. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, the extension of financial assistance constitutes a related party transaction and does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. The related party transaction must be approved by the general meeting of shareholders, and the related parties interested in the related party transaction will avoid voting on this proposal.
2、 Basic information of related parties
Name: Xinxing Jihua pharmaceutical Holding Co., Ltd
Unified social credit Code: 91110000ma01aw798m
Date of establishment: March 13, 2018
Registered capital: 150 million yuan
Legal representative: Pan Dazhong
Address: room 24, 1701, floor 17, building 3, courtyard 6, lizexi street, Chaoyang District, Beijing
Main business scope: project investment; Asset management; Research on drugs, pharmaceutical raw materials and accessories, food additives and medical devices; Sales of medical devices, class I and II, daily necessities and cosmetics; Health management consultation (except for approved diagnosis and treatment activities); Wholesale drugs; Selling class III medical devices and food; Internet information services. (“1. Without the approval of relevant departments, it is not allowed to raise funds in public; 2. It is not allowed to carry out securities products and financial derivatives trading activities in public; 3. It is not allowed to issue loans; 4. It is not allowed to provide guarantees to other enterprises other than the invested enterprises; 5. It is not allowed to promise investors that the investment principal will not be lost or the minimum income will be promised” ； Enterprises independently choose business projects and carry out business activities according to law; Wholesale drugs, sale of food, class III medical devices, Internet information services and projects subject to approval according to law shall carry out business activities according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of this Municipality.)
Pharmaceutical holding equity structure:
Name of shareholder contribution amount (10000 yuan) shareholding ratio
Xinxing Jihua Group Corporation Limited(601718) Co., Ltd. 15 Shenzhen Ecobeauty Co.Ltd(000010) 0%
The operation of Pharmaceutical Holdings in the latest one year is as follows:
Unit: Yuan
December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 12769015457981189522576401
Total liabilities 832221407766771163691120
Net assets 444680138032418358885281
January December 2020 (audited) January September 2021 (Unaudited)
Operating income 170256646366152168876300
Total profit -52915057709 -54329076638
Net profit -50567411189 -56136619676
After verification, Xinxing Jihua pharmaceutical Holding Co., Ltd. is not a dishonest executee and has the ability to perform the contract.
3、 Main contents of financial assistance extension agreement
Party A (borrower): Hainan Haiyao Co.Ltd(000566)
Party B (lender): Xinxing Jihua pharmaceutical Holding Co., Ltd
(I) deferred loan amount: 500 million yuan
1. Loan amount: RMB 500 million;
2. Loan interest rate: 5% per annum;
3. Loan term: from April 7, 2022 to April 6, 2023.
During the above agreed loan issuance period and within the maximum loan limit, both parties will not sign loan contracts one by one. The amount of each loan issued shall be subject to the corresponding loan receipt (transfer voucher as the basis for payment), and the borrower has no objection to this. The loan receipt is an integral part of this contract.
4. The principal and interest of the loan under this Agreement shall be repaid in one time when it is due.
5. Party A may repay the loan in advance, either all or part of the loan at one time. When the loan principal is repaid in advance, the fund use fee shall be settled. Party B can repay the loan in advance by 1 month according to the actual operation of Party A.
6. This Agreement shall come into force from the date when the legal representatives or written authorized representatives of both parties sign and affix their official seals, and it is reviewed and approved by the competent authorities of both parties.
(II) deferred loan amount: RMB 350 million
1. Loan amount: RMB 350 million;
2. Loan interest rate: 6% per annum;
3. Loan term: from February 31, 20205 to February 30, 20205.
During the above agreed loan issuance period and within the maximum loan limit, both parties will not sign loan contracts one by one. The amount of each loan issued shall be subject to the corresponding loan receipt (transfer voucher as the basis for payment), and the borrower has no objection to this. The loan receipt is an integral part of this contract.
4. The principal and interest of the loan under this Agreement shall be repaid in one time when it is due.
5. Party A may repay the loan in advance, either all or part of the loan at one time. When the loan principal is repaid in advance, the fund use fee shall be settled. Party B may notify Party A to repay the loan one month in advance according to its actual business situation.
6. This Agreement shall come into force from the date when the legal representatives or written authorized representatives of both parties sign and affix their official seals, and it is reviewed and approved by the competent authorities of both parties.
4、 Pricing basis
According to the equal and voluntary negotiation between both parties, the annual interest rate of the cash financial assistance provided by the financial assistance related parties to the company is 5% and 6% respectively.
5、 Purpose of this connected transaction and its impact on the company
This transaction meets the actual needs of the company’s operation and development, is conducive to optimizing the company’s debt structure, reducing financing costs and maintaining business stability, and does not damage the interests of Hainan Haiyao Co.Ltd(000566) and other shareholders, especially minority shareholders.
6、 Other arrangements involving connected transactions
This transaction does not involve personnel resettlement, land lease, asset sale and other arrangements.
7、 Prior approval of independent directors and opinions of independent directors
The related party transaction has been reviewed by the independent directors of the company in advance, and the independent directors agree to submit the related party transaction proposal to the board of directors for deliberation.
Independent directors believe that: the company’s acceptance of financial assistance from related parties and the postponement of the event is based on the actual needs of the company’s development, which is conducive to the stable business development of the company. The company does not need to provide any mortgage or guarantee for the financial assistance, which is conducive to optimizing the company’s debt structure, reducing financing costs, maintaining stable operation, fair and reasonable transaction price, and there is no situation that damages the interests of Hainan Haiyao Co.Ltd(000566) and other shareholders, especially minority shareholders; The deliberation and voting procedures of this connected transaction were legal, and the connected directors avoided voting. Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
8、 Accumulated various connected transactions with the connected person
From the beginning of 2022 to the disclosure date of this announcement, the amount of various related party transactions between the company and related parties has been 1096768 million yuan, including the loan provided by Xinxing Jihua pharmaceutical Holding Co., Ltd. to the company of 100 million yuan; As of the disclosure date of this announcement, the amount of related party transactions between the company and related parties is 807565200 yuan, which mainly provides 742 million yuan of financial assistance principal and corresponding interest to the company, excluding the deposit and loan business between the company and related financial companies. For details, please refer to the company’s website http://www.cn.info.com.cn on March 31, April 15, June 2 and August 26, 2021 Announcement on accepting financial assistance from related parties disclosed.
9、 Documents for future reference
1. Resolutions of the board of directors;
2. Independent opinions of independent directors.
It is hereby announced
Hainan Haiyao Co.Ltd(000566) board of directors
March 22, 2002
