Securities code: Hunan Yussen Energy Technology Co.Ltd(002986) securities abbreviation: Hunan Yussen Energy Technology Co.Ltd(002986) Announcement No.: 2022045 Hunan Yussen Energy Technology Co.Ltd(002986)
Announcement on providing loans to holding subsidiaries
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 borrowings
1. Basic information
Hunan Yussen Energy Technology Co.Ltd(002986) (hereinafter referred to as “the company”) in order to reduce the overall financing cost of the company and ensure the capital demand of the business operation of the holding subsidiary, it plans to provide a loan of no more than RMB 150 million to Huizhou Boke environmental protection new materials Co., Ltd. (hereinafter referred to as “Boke new materials”) with its own funds, without affecting the normal production and operation of the company, and the loan amount can be recycled, The amount of a single loan is authorized to be decided by the company’s management. The aforesaid loan limit and authorization period shall be one year from the date of deliberation and approval by the general meeting of shareholders of the company.
The company’s loan to Boke Xincai, a holding subsidiary, is a matter of financial assistance, and other shareholders of Boke Xincai include Mr. Hu Xiannian, the controlling shareholder and actual controller of the company, Huizhou Boke HuiFu investment consulting partnership (limited partnership) and Huizhou Boke Huijin Investment Consulting partnership (limited partnership), If the aforesaid affiliated shareholders fail to provide financial assistance to Boke Xincai, a holding subsidiary, with the same conditions or proportion of capital contribution, they shall be submitted to the general meeting of shareholders of the company for deliberation after being deliberated and approved by the board of directors, and the shareholders associated with the matter shall withdraw from voting.
2、 Borrowing object
1. Company name: Huizhou Boke environmental protection new material Co., Ltd
2. Registered address: No. 88, Dongliu lane, Dazhe new village, Baihua Juwei, Baihua Town, Huidong County, Huizhou City, Guangdong Province 3. Date of establishment: October 23, 2020
4. Registered capital: RMB 200 million
5. Ownership structure:
Name of shareholder contribution amount (10000 yuan) contribution proportion
Hunan Yussen Energy Technology Co.Ltd(002986) 14000 70%
Hu Xiannian 200010%
Li Yuguo 1600 8%
Huizhou Boke HuiFu investment consulting partnership (limited partnership) 1200 6%
Huizhou Boke Huijin Investment Consulting partnership (limited partnership) 1200 6%
6. Legal representative: Hu Xianjun
7. Business scope: manufacturing of synthetic materials (excluding hazardous chemicals), manufacturing of basic chemical raw materials (excluding manufacturing of licensed chemicals such as hazardous chemicals), production and sales of chemical products (excluding licensed chemical products). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
8. Main financial indicators: as of December 31, 2021, the total assets were 2588275 million yuan, the total net assets were 1711423 million yuan, and the asset liability ratio was 33.88%. In 2021, the operating income was 0 million yuan and the net profit was -5.9906 million yuan. The above financial data were audited.
3、 Main contents of loan agreement (not signed)
1. Loan amount: no more than 150 million yuan. The above amount can be recycled within the validity period of the loan amount.
2. Term of loan: the term of validity is 12 months from the date of deliberation and approval by the general meeting of shareholders of the company and calculated from the date of actual withdrawal; In case of installment withdrawal, it shall be calculated from the first actual withdrawal date.
3. Main purpose of capital: capital investment required in the construction of Boke new material project.
4. Loan interest rate and interest calculation: the interest shall not be lower than the benchmark interest rate of similar loans of the people’s Bank of China in the same period; The interest of each loan shall be calculated from the actual borrowing date of the company.
5. Repayment method: repay the principal and interest according to the contract, and pay the interest annually according to the actual situation.
6. Mortgage or guarantee: no mortgage or guarantee.
4、 Loan authorization matters
The board of directors requests the general meeting of shareholders to authorize the management to implement the specific matters of borrowing within the above limit.
5、 Risk prevention measures
Other shareholders did not provide the same proportion of guarantee, but Boke Xincai is the holding subsidiary of the company. The company can implement effective risk control on its business, finance and fund management. At the same time, the company will strengthen the management of its fund use projects. In case of adverse factors or judged, the company will take corresponding measures in time to control or reduce risks and ensure the safety of the company’s funds.
6、 Impact of the loan on the company
The loan is to meet the needs of the development of Boke new materials business, a holding subsidiary. It does not affect the daily capital turnover needs of the company, nor does it affect the normal development of the company’s main business. There is no situation that damages the interests of the company’s shareholders, especially the interests of minority shareholders. In addition to providing financial assistance to its holding subsidiaries, the company does not provide external financial assistance, nor does it provide external financial assistance overdue.
7、 Opinions of independent directors
On the premise of not affecting its normal operation, the company provides loans to Boke new materials, the holding subsidiary, which is conducive to reducing the overall financing cost of the company, ensuring the capital demand of the business operation of the holding subsidiary and promoting the development of Boke new materials business of the holding subsidiary. The transaction follows the principles of fairness, impartiality, voluntariness and good faith, and the pricing is fair, fair and reasonable; The deliberation and voting procedures comply with relevant laws and regulations and the articles of association, and there is no situation that damages the interests of minority shareholders and the company. We agree that the company will provide loans to its holding subsidiaries this time. 7、 Opinions of the sponsor
The third meeting of the board of directors of the independent subsidiary, Mr. Hu Nian, approved the loan business of the independent subsidiary, and the third meeting of the board of directors of the independent subsidiary has been approved by Mr. Hu Nian. In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and Hunan Yussen Energy Technology Co.Ltd(002986) the articles of association, this matter can only be implemented after being approved by the general meeting of shareholders. The company is a subsidiary, and the bank credit or loan business guarantee between subsidiaries is based on the actual needs of the business operation and project construction of each subsidiary, without damaging the interests of the company and all shareholders. The recommendation institution has no objection to the guarantee of bank credit or loan business between the company and its subsidiaries.
8、 Impact of this loan on the company
The loan is to meet the needs of the development of Boke new materials business, a holding subsidiary. It does not affect the daily capital turnover needs of the company, nor does it affect the normal development of the company’s main business. There is no situation that damages the interests of the company’s shareholders, especially the interests of minority shareholders. In addition to providing financial assistance to its holding subsidiaries, the company does not provide external financial assistance, nor does it provide external financial assistance overdue.
9、 Documents for future reference
1. Resolutions of the third meeting of the third board of directors;
2. Independent opinions of independent directors on matters related to the third meeting of the third board of directors.
3. Verification opinions of Anxin Securities Co., Ltd. on the company of Hunan Yussen Energy Technology Co.Ltd(002986) providing guarantee for bank credit or loan business between subsidiaries
Hunan Yussen Energy Technology Co.Ltd(002986) board of directors
April 9, 2022
