Securities code: Yunding Technology Co.Ltd(000409) securities abbreviation: Yunding Technology Co.Ltd(000409) Announcement No.: 2022013 Yunding Technology Co.Ltd(000409)
Announcement on loans and related party transactions provided by related parties to the company in 2022
The company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
According to the actual needs of the operation and development of Yunding Technology Co.Ltd(000409) (the “company”) and its subsidiaries, based on the principles of fairness, reasonableness and mutual benefit, the company plans to borrow no more than RMB 600 million from Shandong Energy Group Co., Ltd. (the “shanneng group”), which is mainly used for the company and its subsidiaries to repay interest bearing liabilities of previous years and supplement working capital.
Shanneng group is the controlling shareholder of the company. According to the provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction.
The company held the 23rd Meeting of the 10th board of directors on March 24, 2022, deliberated and adopted the proposal on related parties providing loans to the company in 2022. The related directors Mr. Liu Jian, Mr. Liu Bo, Mr. Cao huaixuan and Mr. Kong Lingtao have avoided voting. The independent director of the company issued a prior approval opinion on the above related party transactions and expressed an agreed independent opinion at the board of directors.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and other documents, this related party transaction needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and the related party shanneng group must avoid voting. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
(I) basic information of the company
Name: Shandong Energy Group Co., Ltd
Unified society 9137 Konka Group Co.Ltd(000016) 6120002r
Credit Code
Address: 19 / F, high tech Wanda J3 office building, No. 57-1, South Industrial Road, high tech Zone, Jinan, Shandong
Legal representative: Li Wei
The registered capital is 2470 million yuan
Enterprise nature limited liability company (state-owned holding)
Date of establishment: March 12, 1996
Long term operation period: March, 1996
The business scope should be engaged in coal, coal power, coal chemical industry, high-end equipment manufacturing, new energy and new materials, modern logistics trade and other businesses
Ownership structure state owned assets supervision and Administration Commission of Shandong Provincial People’s government holds 70%, Shandong Guohui Investment Co., Ltd. holds 20%, and Shandong Caixin Asset Operation Co., Ltd. holds 10%
(II) main financial data of the latest period (Unaudited):
As of September 30, 2021, shanneng group had total assets of 722863 billion yuan and net assets of 238756 billion yuan; From January to September 2021, shanneng group realized an operating revenue of 620561 billion yuan and a net profit of 8.889 billion yuan.
(III) description of related relationship
Shanneng group is the controlling shareholder of the company. According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, shanneng group constitutes the affiliated person of the company.
(IV) other matters
Shanneng group is not a dishonest person to be executed.
3、 Pricing policy and basis of related party transactions
This related party transaction follows the objective, fair and fair pricing principle, and determines the loan interest rate with reference to the market interest rate of the same period. There is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders.
4、 Main contents of related party transactions
The company plans to borrow no more than 600 million yuan from shanneng group in 2022. The specific amount of the loan is determined within the above limit according to the needs of production and operation. The loan term is no more than 1 year. The loan interest rate refers to the market interest rate in the same period, and the annualized interest rate does not exceed 5%. The specific loan interest rate and other specific contents are subject to the contract signed when the loan actually occurs.
The board of directors of the company plans to request the general meeting of shareholders to authorize the management of the company to sign specific loan contracts and handle relevant loan business according to the actual operation and development needs of the company within the above loan limit. There is no need to hold a separate board of directors or general meeting of shareholders for deliberation. The authorization period is from the date of deliberation and approval of the annual general meeting of shareholders in 2021 to the date of holding the annual general meeting of shareholders in 2022.
5、 Purpose and influence of related party transactions
This loan is used by the company and its subsidiaries to repay bank loans in previous years and supplement working capital, which is conducive to optimizing the company’s debt structure and reducing the company’s financing cost. It plays a positive role in the development of the company and meets the interests of all shareholders of the company and the needs of the company’s future development.
This related party transaction will not have a significant impact on the company’s financial status, operating results and independence. The company’s main business will not rely on related parties due to this related party transaction, will not affect the company’s independence, and there is no interest transmission and transaction risk.
6、 Total amount of various related party transactions with the related party from the beginning of the year to the announcement date
From January 1, 2022 to the disclosure date of this announcement, in addition to the related party transactions considered by the board of directors, the total amount of various related party transactions between the company and shanneng group (including other related parties controlled by or controlled by shanneng group) has been 1043636 million yuan.
7、 Prior approval opinions and independent opinions of independent directors
The independent directors of the company issued prior approval opinions on the above related party transactions and expressed independent opinions on the board of directors, as follows:
(I) prior approval opinions of the independent directors of the company on the related party transactions
We believe that the company’s borrowing from shanneng group is a related party transaction, and the company should perform the review and disclosure procedures in accordance with relevant regulations.
The company’s borrowing from shanneng group is based on the actual needs of the company’s production and operation. The transaction terms are determined through fair negotiation between the two parties, and the borrowing interest rate is determined with reference to the market interest rate in the same period. The pricing is fair and reasonable, in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange. There is no situation that damages the interests of all shareholders of the company and does not affect the independence of the company.
As an independent director of the company, we agree to the loan and submit the proposal to the 23rd Meeting of the 10th board of directors for deliberation.
(II) independent opinions of the company’s independent directors on this connected transaction
This related party transaction conforms to the actual needs of the company’s operation and development and is a reasonable transaction. The loan interest rate is reasonably determined according to the market interest rate in the same period after full negotiation between the two parties. The procedures for the deliberation and voting of this related party transaction by the board of directors of the company comply with relevant laws, regulations and the provisions of Yunding Technology Co.Ltd(000409) articles of association. There is no transfer of interests and damage to the interests of the company and minority shareholders.
In conclusion, we agree to the issue of related parties providing loans to the company in 2022 and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Documents for future reference
(I) resolutions of the 23rd Meeting of the 10th board of directors;
(II) prior approval opinions of independent directors on matters related to the 23rd Meeting of the 10th board of directors;
(III) independent opinions of independent directors on matters related to the 23rd Meeting of the 10th board of directors. It is hereby announced.
Yunding Technology Co.Ltd(000409) board of directors March 24, 2022
