Securities code: Jiangsu Chinagreen Biological Technology Co.Ltd(300970) securities abbreviation: Jiangsu Chinagreen Biological Technology Co.Ltd(300970) Announcement No.: 2022018
Jiangsu Chinagreen Biological Technology Co.Ltd(300970)
About the contribution of related parties to financial institutions of the company and its subsidiaries in 2022
Announcement on applying for comprehensive credit line and providing related party guarantee
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.
April 8, 2022, Jiangsu Chinagreen Biological Technology Co.Ltd(300970) (hereinafter referred to as “the company”)
The 12th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors were held, and 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 was deliberated and adopted respectively. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval, and the related shareholders shall withdraw from voting. The specific matters are hereby announced as follows:
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 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 12th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors respectively considered and approved the above related guarantee matters, 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 free of charge by the related parties of the above company. 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 RMB 40 million 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 supervisors 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.
(III) 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 party guarantee for the company and its subsidiaries applying for comprehensive credit line from financial institutions in 2022, and agreed to submit the matter to the general meeting of shareholders for deliberation.
(IV) 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, fulfilled the necessary examination and approval procedures, and complied 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 gem 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.
6、 Documents for future reference
1. Resolutions of the 12th meeting of the 4th board of directors;
2. Resolutions of the 12th meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on matters related to the 12th meeting of the Fourth Board of directors;
4. Verification opinions of CITIC Securities Co., Ltd. on Jiangsu Chinagreen Biological Technology Co.Ltd(300970) related parties providing related party guarantee for the company and its subsidiaries to apply for comprehensive credit line from financial institutions in 2022.
It is hereby announced.
Jiangsu Chinagreen Biological Technology Co.Ltd(300970) board of directors April 8, 2022
