Citic Securities Company Limited(600030)
About Jiangsu Chinagreen Biological Technology Co.Ltd(300970)
Verification opinions of related parties on the company and its subsidiaries applying for comprehensive credit line and providing related party guarantee to financial institutions in 2022
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) as the sponsor of Jiangsu Chinagreen Biological Technology Co.Ltd(300970) (hereinafter referred to as ” Jiangsu Chinagreen Biological Technology Co.Ltd(300970) ” and “company”) for the initial public offering of shares and listing on GEM, in accordance with the provisions of relevant laws, regulations and normative documents such as the administrative measures for securities issuance and listing sponsor business, the Listing Rules of gem shares of Shenzhen Stock Exchange, during the continuous supervision period, The Jiangsu Chinagreen Biological Technology Co.Ltd(300970) related parties carefully checked the application of the company and its subsidiaries to financial institutions for comprehensive credit line and the provision of related party guarantee by its subsidiaries in 2022, and expressed the following opinions:
1、 Overview of related party guarantee
(I) basic information of guarantee: in order to meet the capital needs of the business development of the company and its subsidiaries, the company and its subsidiaries intend to apply to financial institutions for a comprehensive credit line of no more than 400 million yuan (including this amount). The above credit line will be jointly and severally guaranteed by the controlling shareholder and actual controller of the company, Mr. Yu Yangchao and his spouse Ms. Ruan Xiulian, Mr. Feng Zhan, the director and Mr. Yu Qing, the former chairman of the board of supervisors. The final credit line and term shall be subject to the agreement actually signed between the company and its subsidiaries and financial institutions, and the specific amount shall be subject to the actual amount.
The above related parties agree to provide joint and several liability free guarantee for the company and its subsidiaries to apply for comprehensive credit from financial institutions, and the company and its subsidiaries are exempted from paying guarantee fees. The specific guarantee matters shall be subject to the guarantee agreement signed in the actual transaction, and the guarantee amount shall be subject to the actual amount.
(II) internal decision-making procedures for the above guarantee: the above related guarantee matters were considered and approved at the 12th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors respectively, and the related directors Yu Yangchao, Yu Liqin and Feng Zhan avoided voting. Independent directors expressed their prior approval opinions and independent opinions. The related guarantee matters need to be submitted to the general meeting of shareholders for deliberation and approval.
According to the Shenzhen Stock Exchange GEM Listing Rules, the above guarantee matters constitute related party transactions, but do not constitute major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies, and do not need to be approved by relevant departments.
2、 Basic information of related parties
Mr. Yu Yangchao is the controlling shareholder and actual controller of the company. At present, the chairman and general manager of the company directly hold 30.84% of the shares of the company, and indirectly hold 0.3126% of the shares of the company through Suqian Huaxin Investment Management Center (limited partnership) and Beijing Bopu Zhiyuan Investment Management Center (limited partnership); Ms. Ruan Xiulian is the spouse of Mr. Yu Yangchao and directly holds 8.30% of the shares of the company; Mr. Feng Zhan is a director and deputy general manager of the company and indirectly holds 0.2051% of the shares of the company through Suqian Huaxin Investment Management Center (limited partnership); Mr. Yu Qing, the former chairman of the board of supervisors of the company (less than 12 months after his resignation), is currently the general manager of the company’s subsidiary and the executive director and general manager of the holding Sun company. He indirectly holds 0.1026% of the company’s shares through Suqian Huaxin Investment Management Center (limited partnership) and Beijing Bopu Zhiyuan Investment Management Center (limited partnership). According to the Shenzhen Stock Exchange GEM Listing Rules and other regulations, this transaction constitutes a connected transaction.
3、 Main contents and pricing basis of related party transactions
The company and its subsidiaries intend to apply for a comprehensive credit line of no more than 400 million yuan (including this amount) from financial institutions, and the credit granted by the above financial institutions will be guaranteed by the related parties of the above companies for joint and several liability free of charge. The agreements related to the above matters have not been signed yet. Within the scope of the above lines, the specific credit amount and credit mode are finally subject to the formal agreements or contracts actually signed between the company and its subsidiaries and financial institutions.
4、 Purpose of transaction and impact on the company
The company and its subsidiaries apply for comprehensive credit line from financial institutions according to the actual needs of their daily production and operation activities, which is conducive to supplement working capital and promote business development, and will not have a negative impact on the production and operation of the company and its subsidiaries. Up to now, the company and its subsidiaries are in good operation and have good solvency. The decision-making procedure of the application for comprehensive credit line is legal and compliant, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders.
5、 Review procedures and relevant opinions for implementation
(I) deliberations of the board of directors
On April 8, 2022, the company held the 12th meeting of the 4th board of directors, deliberated and approved the proposal on related parties providing related party guarantee for the company and its subsidiaries to apply for comprehensive credit line from financial institutions in 2022, and the related directors Yu Yangchao and Yu Liqin avoided voting, The purpose of applying to the bank for comprehensive credit extension and related party guarantee is to meet the development strategy and daily operation needs of the company and its subsidiaries in 2022. The guaranteed objects are the company and its subsidiaries, which have stable operation, good solvency and controllable guarantee risk. Therefore, the guarantee provided to it will not damage the interests of the company. The board of directors agrees that related parties provide joint and several liability guarantee with a total amount of no more than 400 million yuan for the company and its subsidiaries. The above matters need to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberation of the board of supervisors
The company held the 12th meeting of the 4th board of directors on April 8, 2022, and deliberated and passed the proposal on related parties providing related party guarantee for the company and its subsidiaries applying for comprehensive credit line to financial institutions in 2022. The board of supervisors held that the company’s application for comprehensive credit line from the bank is conducive to the smooth development of the company’s business and in line with the overall interests of the company. The related parties agree to provide joint liability free guarantee for the company and its subsidiaries to apply for credit extension from financial institutions, and are exempted from the payment of guarantee fees, which is in line with the necessity of business development of the company. The financial risk of the guarantee provided by related parties for the company and its subsidiaries is within the company’s control, does not have a significant impact on the normal operation of the company, and does not harm the interests of the company and all shareholders. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) prior approval opinions and independent opinions of independent directors
1. Prior approval opinions of independent directors
In order to ensure the capital needs of the company and its subsidiaries for business operation and development in 2022 and actively expand financing channels, the company and its subsidiaries intend to apply to financial institutions for a comprehensive credit line of no more than 400 million yuan (including this amount), and the related parties will provide joint and several liability guarantee for the company and its subsidiaries. This connected transaction is conducive to the operation and development of the company, does not affect the independence of the company, and does not damage the interests of the company and all shareholders. Agree to submit the proposal to the board of directors for deliberation.
2. Independent directors express independent opinions
After verification, the related parties agree to provide joint and several liability free guarantee for the company and its subsidiaries to apply for comprehensive credit from financial institutions, and are exempt from the payment of guarantee fees, which is in line with the necessity of the company’s business development and supports the development of the company. There is no damage to the interests of the company and other shareholders, especially small and medium-sized investors, and is in line with the actual situation of the company’s business development; During the consideration of this matter, the related directors avoided voting, and the relevant guarantee behavior met the requirements of relevant laws and regulations. Therefore, the independent directors unanimously agreed to the proposal on related parties providing related party guarantee for the company and its subsidiaries to apply for comprehensive credit line from financial institutions in 2022, and agreed to submit the matter to the general meeting of shareholders for deliberation.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the related party providing related party guarantee for the company and its subsidiaries to apply for comprehensive credit line from financial institutions in 2022 is based on the consideration of daily production and operation of the company and its subsidiaries and in line with the actual operation situation and development strategy of the company. The guarantee was deliberated and approved at the 12th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors respectively. The related directors avoided voting and fulfilled the necessary approval procedures, which was in line with the provisions of relevant laws, regulations and normative documents such as the administrative measures for securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the venture board and so on. The sponsor agrees that the company’s related parties will provide related party guarantees for the company and its subsidiaries to apply for comprehensive credit line from financial institutions in 2022.
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) verification opinions on Jiangsu Chinagreen Biological Technology Co.Ltd(300970) related parties providing related party guarantee for the company and its subsidiaries applying for comprehensive credit line to financial institutions in 2022) sponsor representative:
Han Kunlun, Tang Liang
Citic Securities Company Limited(600030) mm / DD / yyyy
