Securities code: Shenyang Chemical Co.Ltd(000698) securities abbreviation: Shenyang Chemical Co.Ltd(000698) Announcement No.: 2022013 Shenyang Chemical Co.Ltd(000698) about
Announcement on borrowing from controlling shareholders and related party transactions
The board of directors does not guarantee that the information disclosed by the company is true, complete or misleading.
1、 Overview of related party transactions
1. Shenyang Chemical Co.Ltd(000698) Group Co., Ltd. (hereinafter referred to as "Shenhua Group") decides to provide loans to Shenyang Chemical Co.Ltd(000698) (hereinafter referred to as "the company") and the company's wholly-owned subsidiary Shenyang wax Chemical Co., Ltd. (hereinafter referred to as "Shenyang wax chemical") with a loan amount of no more than RMB 100 million for the company and Shenyang wax chemical to supplement working capital. The loan term shall be one year from the date of handling the loan, and the loan interest rate shall not be higher than the benchmark interest rate of the people's Bank of China by 10%, unsecured and unsecured.
2. Shenhua Group is the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the above transactions constitute related party transactions.
3. On March 29, 2022, the company held the third meeting of the ninth board of directors, deliberated and adopted the proposal on borrowing from controlling shareholders and related party transactions. Related directors sun Zesheng, Ge Yougen and Wang Yan avoided voting, and the other six Directors voted and adopted the proposal. According to the relevant provisions of article 6.3.10 of the Listing Rules of Shenzhen Stock Exchange, this matter can be exempted from being submitted to the general meeting of shareholders of the company for deliberation.
4. 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
Name: Shenyang Chemical Co.Ltd(000698) Group Co., Ltd
Legal representative: Sun Zesheng
Registered address: No. 888, Shenda Road, Shenyang Economic and Technological Development Zone
Registered capital: 10319 RMB 10000
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Unified social credit Code: 912101 Guangdong Taiantang Pharmaceutical Co.Ltd(002433) 80378j
Business scope: enterprise management; Rental of self owned houses; Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that the state restricts the company to operate or prohibits the import and export. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
As of December 31, 2021, the total assets of Shenhua Group were 115042 million yuan and the net assets were 192.57 million yuan; In 2021, the operating revenue was 610000 yuan and the net profit was 20.3 million yuan. (Unaudited)
Shenhua Group holds 26.68% of the shares of the company and is the controlling shareholder of the company.
Shenhua Group is not a dishonest person to be executed.
3、 Basic information of related party transactions
The subject of this transaction is the low interest loan with a total amount of no more than RMB 100 million provided by Shenhua Group to the company and Shenyang wax chemical.
4、 Pricing policy and basis of transaction
The interest rate of unsecured borrowings from the people's Bank of China is not higher than 10% of the benchmark interest rate of unsecured borrowings from the people's Bank of China.
5、 Main contents of related party transaction agreement
The main contents of the agreement to be signed for this connected transaction are as follows:
1. Loan amount: the total amount shall not exceed RMB 100 million.
2. Purpose of loan: to supplement working capital of the company and Shenyang wax chemical.
3. Loan term: one year from the date of handling the loan.
4. Loan interest rate: no more than 10% lower than the benchmark interest rate of the people's Bank of China.
5. Effective conditions: after being deliberated and approved by the board of directors of the company, the loan contract shall take effect from the date of signing.
6、 Purpose and impact of related party transactions
The loan from Shenhua Group is used to supplement the working capital of the company and Shenyang wax chemical to meet its capital needs. At the same time, it further reduces the financing cost, which plays a positive role in its production and operation. This related party transaction will not have a significant impact on the financial status, operating results and independence of the company and Shenyang wax chemical. The main business of the company and Shenyang wax chemical will not rely on related parties due to this related party transaction, will not affect the independence of the company, and there are no interest transmission and transaction risks.
7、 Accumulated various connected transactions with the connected person
From the beginning of this year to the disclosure date of this announcement, the total amount of various related party transactions between the company and Shenyang wax chemical and Shenhua Group was 20.06 million yuan.
8、 Prior approval and independent opinions of independent directors
Prior approval:
In view of the current shortage of funds of the company and Shenyang wax chemical, the controlling shareholder of the company Shenyang Chemical Co.Ltd(000698) Group Co., Ltd. decided to provide low interest loans to the company and Shenyang wax chemical from the perspective of supporting subordinate enterprises. After the loan funds are in place, it will improve its capital liquidity and better protect and promote the production, operation and development of the company and Shenyang wax chemical. This matter does not harm the interests of the listed company and the majority of shareholders. Therefore, it is agreed to submit this matter to the third meeting of the ninth board of directors for deliberation.
Independent opinion:
From the perspective of promoting the operation and development of the company, the loan interest rate from the controlling shareholder and related party transactions is not higher than the benchmark interest rate of the people's Bank of China, floating down by 10%, unsecured and unsecured. The pricing principle is reasonable and fair without harming the interests of the company and other shareholders. This related party loan meets the needs of the company's normal production and operation activities in 2022. 9、 Documents for future reference
1. Resolutions of the third meeting of the ninth board of directors of the company;
2. Prior approval and independent opinions of independent directors.
It is hereby announced.
Shenyang Chemical Co.Ltd(000698) board of directors March 29, 2002
