Stock abbreviation: Wanxiang Qianchao Co.Ltd(000559) Stock Code: Wanxiang Qianchao Co.Ltd(000559) No.: 2022014
Wanxiang Qianchao Co.Ltd(000559)
Announcement on related party transactions providing entrusted loans to the joint venture company
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.
1、 Overview of entrusted loan
1. Basic information
In order to support the business development of the joint venture company Zhejiang Wanxiang Marelli Shock Absorber Co., Ltd. (hereinafter referred to as “Wanxiang Marelli”), the company and Marelli Europe S.p.A., another shareholder of the company, jointly provide Wanxiang Marelli with entrusted loans with a total amount of no more than 30 million yuan according to the proportion of equity. Among them, the company provides Wanxiang Marelli with entrusted loans with its own funds, and the amount of entrusted loans does not exceed 15 million yuan, The term shall not exceed two years, and the interest rate shall not be lower than the benchmark loan interest rate of the people’s Bank of China for the same period.
2. Deliberations of the board of directors
The company held the 9th meeting of the 9th board of directors on March 29, 2022, deliberated and adopted the proposal on providing entrusted loans to the joint venture company. As some directors and senior managers of the company concurrently serve as directors or supervisors of Wanxiang Marelli, in accordance with the provisions of the Listing Rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction, and Ni pin, a connected director, avoided voting on the proposal.
3. According to the relevant provisions of the articles of association, the entrusted loan can be considered and approved by the board of directors of the company without submitting it to the general meeting of shareholders for deliberation. This 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 entrusted loan object
The entrusted loan object is Wanxiang Marelli, and its basic information is as follows:
1. Registered address: No. 8 Chuangye Road, economic and Technological Development Zone, Xiaoshan District
2. Registered capital: 100 million yuan
3. Legal representative: Li Pingyi
4. Business scope: general items: R & D, development and manufacturing: automotive shock absorbers; Sales: products produced by the company; Provide relevant technical consultation, assistance and other after-sales services (except those involving the implementation of special access management measures in accordance with national regulations) .
5. Shareholders and equity ratio: the company holds 50% of its equity and Marelli Europe s p. A. hold 50% of its equity.
6. Operation: as of December 31, 2021, the total book assets of the company after audit were 4270638 million yuan, and the net assets were 137056 million yuan; In 2020, the company realized an operating revenue of 4982686 million yuan and a net profit of 134088 million yuan.
7. Affiliation: Ni pin, the vice chairman of the company, Li Pingyi, the general manager, and Qiu Baoxiang, the employee supervisor, are also the directors of Wanxiang Marelli. Pan Wenbiao, the deputy general manager of the company, is also the supervisor of Wanxiang Marelli. According to the Listing Rules of Shenzhen Stock Exchange, Wanxiang Marelli is an affiliated party of the company. Therefore, this transaction constitutes a connected transaction, and the above connected directors who have an interest in this connected transaction have avoided voting.
8. Upon inquiry, Wanxiang Marelli is neither a person subject to execution in breach of trust nor a person subject to execution in breach of trust.
3、 Main contents of entrusted loan
1. Entrusted loan amount: RMB 15 million
2. Purpose of entrusted loan: working capital turnover
3. Term of entrusted loan: no more than two years
4. Loan interest rate: not lower than the benchmark loan interest rate of the people’s Bank of China in the same period
5. Effective conditions: it will take effect after the entrusted loan contract is signed and approved by the company and Wanxiang Marelli in accordance with the deliberation procedures of the board of directors.
6. The specific matters of the entrusted loan shall be agreed in the entrusted loan contract according to the actual situation. The board of directors of the company authorizes the chairman to sign the legal documents related to the above entrusted loan on behalf of the company. As of the disclosure date of this announcement, the company has not signed the entrusted loan contract.
4、 Purpose, risk and impact on the company of the entrusted loan
The entrusted loan is mainly used to supplement its working capital, which is conducive to promoting the further expansion of its business and improving its operating efficiency and profitability.
Wanxiang Marelli is a joint venture company of the company, with controllable operation risk and no difficulty in recovering entrusted loan funds and overdue risk. At the same time, the company will urge the company to strengthen fund use management and improve operation efficiency and efficiency. This transaction will not damage the interests of the company and shareholders, and will not have an adverse impact on the company’s sustainable operation ability and financial status.
5、 Prior approval and independent opinions of independent directors
The independent directors gave their prior approval opinions: the company provided entrusted loans to the joint venture company Zhejiang Wanxiang Marelli Shock Absorber Co., Ltd. under the condition of ensuring the funds required for daily operation. The operation risk of the joint venture company is controllable, there is no difficulty in recovering the entrusted loan funds and overdue risk, there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders, and there is no adverse impact on the sustainable operation ability and financial condition of the company. The entrusted loan constitutes a connected transaction, and the relevant connected directors will avoid voting. Based on the above circumstances, we agree to submit the entrusted loan to the ninth meeting of the ninth board of directors of the company for deliberation.
Independent directors express independent opinions: the company entrusts loans to the joint venture company under the condition of ensuring the funds required for daily operation. The operation risk of the joint venture company is controllable, there is no difficulty in recovering the entrusted loan funds and overdue risk, there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders, and there is no adverse impact on the company’s sustainable operation ability and financial condition. We agree to the entrusted loan of the company.
6、 Accumulated various related party transactions with the related party
From the beginning of the year to the disclosure date of the announcement, the company has not had related party transactions with Wanxiang Marelli. 7、 Documents for future reference
1. Resolution of the 9th meeting of the 9th board of directors of the company
2. Prior approval opinions of independent directors on relevant matters
3. Independent opinions of independent directors on relevant matters
It is hereby announced.
Wanxiang Qianchao Co.Ltd(000559)
Board of directors
March 30, 2002
