Anxin Securities Co., Ltd
About Hunan Yussen Energy Technology Co.Ltd(002986)
Provide verification opinions on loans to holding subsidiaries
Anxin Securities Co., Ltd. (hereinafter referred to as "Anxin securities" and "sponsor") is a continuous supervision sponsor for the initial public offering and listing of Hunan Yussen Energy Technology Co.Ltd(002986) (hereinafter referred to as " Hunan Yussen Energy Technology Co.Ltd(002986) " or "company"), In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 - recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, Prudently verified the loan provided by Hunan Yussen Energy Technology Co.Ltd(002986) to the holding subsidiary, and the verification results are as follows:
1、 Overview of borrowings
On April 7, 2022, the company held the third meeting of the third board of directors, deliberated and approved the proposal on providing loans to holding subsidiaries, and agreed that the company would provide loans with a total amount of no more than 150 million yuan to Huizhou Boke environmental protection new materials Co., Ltd. (hereinafter referred to as "Boke new materials"), the loan amount can be recycled, and 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 above-mentioned affiliated shareholders and Li Yuguo 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) 14,000.00 70.00%
Hu Xiannian 200000 10.00%
Li Yuguo 160000 8.00%
Huizhou Boke HuiFu investment consulting partnership (limited partnership) 120000 6.00%
Huizhou Boke Huijin Investment Consulting partnership (limited partnership) 120000 6.00%
Total 2000000 100.00%
The basic information of each minority shareholder is as follows:
(1) Mr. Hu Xiannian
ID number: 43061119911204
Address: Junshan District, Yueyang City, Hunan Province
(2) Mr. Li Yuguo
ID number: 52210119670831
Address: Nanshan District, Shenzhen, Guangdong
(3) Huizhou Boke HuiFu investment consulting partnership (limited partnership)
Enterprise name: Huizhou Boke HuiFu investment consulting partnership (limited partnership)
Enterprise type: limited partnership
Date of establishment: September 27, 2020
Subscribed capital contribution: 24 million yuan
Registered address: room 313, No. 2, zhongdianchang Road (No. 1 office building), Xiayong Petrochemical Avenue, Daya Bay, Huizhou executive partner: Hu Xianjun
Business scope: information consulting services (excluding licensing information consulting services); Engage in investment activities with its own funds. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Partners: Hu Xianjun contributed 61.33%, and other 32 natural persons contributed 38.67% in total.
(4) Huizhou Boke Huijin Investment Consulting partnership (limited partnership)
Enterprise name: Huizhou Boke Huijin Investment Consulting partnership (limited partnership)
Enterprise type: limited partnership
Date of establishment: October 13, 2020
Subscribed capital contribution: 12 million yuan
Registered address: room 316, No. 2, zhongdianchang Road (No. 1 office building), Xiayong Petrochemical Avenue, Daya Bay, Huizhou executive partner: Hu Xianjun
Business scope: information consulting services (excluding licensing information consulting services); Engage in investment activities with its own funds. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Partners: Hu Xianjun contributed 89.58%, and the other 20 natural persons contributed 10.42% in total.
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
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.
3. Main purpose of capital: capital investment required in the construction of Boke new material project.
4. Loan interest rate and interest calculation: according to the loan interest rate of the bank in the same period; The interest of each loan shall be calculated from the actual loan date of the company. If the loan term is less than 1 month, it shall be liquidated and calculated when the principal is repaid; If the loan term exceeds one month, the interest shall be paid monthly / quarterly / annually according to the actual situation.
5. Repayment method: repay the principal and interest according to the contract, of which: if the loan term is less than 1 month, the interest shall be settled when the principal is repaid; If the loan term exceeds one month, the interest shall be paid monthly / quarterly / annually according to the actual situation.
6. Mortgage or guarantee: no mortgage or guarantee.
4、 The impact of the loan provided to the holding subsidiary on the company
The loan is to meet the needs of the development of Boke new materials business, a holding subsidiary. It will not affect the company's daily capital turnover, nor 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.
5、 The review procedures for the provision of loans to holding subsidiaries
On April 7, 2022, the company held the third meeting of the third board of directors, deliberated and approved the proposal on providing loans to holding subsidiaries, and the related directors avoided voting on this proposal. The independent directors gave their prior approval opinions and agreed independent opinions. The above proposals need to be submitted to the company's 2021 annual general meeting for deliberation.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Hunan Yussen Energy Technology Co.Ltd(002986) the loan provided to the holding subsidiary complies with the company law, the stock 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, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 - sponsor business and other laws The requirements of laws and regulations and normative documents and the provisions of the articles of association meet the needs of the normal operation of the company, and there is no behavior damaging the interests of the company and shareholders. The board of directors of the company has considered and approved the proposal on providing loans to holding subsidiaries, the related directors have avoided voting, the independent directors have issued their prior approval opinions and agreed independent opinions, and the subsequent general meeting of shareholders will be arranged to review the matter and perform the necessary review procedures.
The recommendation institution has no objection to the loan provided by Hunan Yussen Energy Technology Co.Ltd(002986) this time to the holding subsidiary.
(there is no text on this page, which is the signature page of the verification opinions of Anxin Securities Co., Ltd. on Hunan Yussen Energy Technology Co.Ltd(002986) providing loans to holding subsidiaries) sponsor representative:
Wang Zhichao, Zhai Pingping
Anxin Securities Co., Ltd
