Stock Code: Huafa Industrial Co.Ltd.Zhuhai(600325) stock abbreviation: Huafa Industrial Co.Ltd.Zhuhai(600325) Announcement No.: 2022022 Huafa Industrial Co.Ltd.Zhuhai(600325)
Announcement on the provision of financial assistance
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
1、 Overview of financial assistance background
In the early stage of cooperative project development, the registered capital of the project company is usually insufficient to cover the land funds, project funds and other operating expenses, and the shareholders need to provide financial support (i.e. shareholders’ loans); In the process of project development, on the basis of fully reserving the funds required for the subsequent operation and construction of the project, the shareholders can temporarily call the surplus funds temporarily idle for the project in order to improve the efficiency of fund use.
The above-mentioned provision of shareholder loans to the cooperation project and the temporary transfer of idle surplus funds by the shareholders of the cooperation project constitute the provision of financial assistance as stipulated in the stock listing rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation.
In order to continuously solve the funds needed for the operation and development of cooperative projects, effectively revitalize the idle surplus funds, improve decision-making efficiency, accelerate the progress of project construction and enhance shareholder returns, the company held the 14th meeting of the 10th board of directors on April 8, 2022, and considered and adopted the proposal on providing financial assistance with 14 votes in favor, 0 abstentions and 0 objections.
This event does not constitute a connected transaction. The implementation of this event does not constitute a major asset restructuring, and there are no major legal obstacles. This proposal still needs to be considered by the general meeting of shareholders of the company.
2、 Main contents of financial assistance
(I) by the end of 2021, due to joint investment in real estate development business, the total balance of financial assistance provided by the company to cooperative projects outside the scope of the consolidated statements, other shareholders of cooperative projects within the scope of the consolidated statements (excluding the company’s related parties, the same below) and cooperative projects within the scope of the consolidated statements jointly invested by the company and related parties was 31.810 billion yuan. The net assets of the financial support group proposed by the board of directors at the end of the year shall not exceed 20.21 billion yuan, and the net assets of the financial support group proposed by the board of directors in the latest period shall not exceed 20.21 billion yuan. Within the above total amount, the funds can be used on a rolling basis.
(II) in order to improve decision-making efficiency, the board of directors of the company proposes to authorize the company’s management team to make specific decisions on the specific matters (including interest rate, term, amount, etc.) of each financial aid on the premise that the shareholders’ meeting approves the net increase of the above financial aid. The validity period of the authorization of the above financial assistance is from the date of deliberation and approval of the company’s general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders.
(III) the above financial aid shall meet the following conditions:
1. Provide financial support for cooperation projects outside the scope of the consolidated statements and cooperation projects within the scope of the consolidated statements jointly invested by the company and related parties
(1) The funded object complies with the object scope specified in the stock listing rules, and is not a legal person or other organization controlled by the directors, supervisors, senior managers, shareholders holding more than 5% of the shares of the listed company; (2) The funded objects are companies outside the scope of consolidated statements established for the purpose of cooperating in real estate business or companies within the scope of consolidated statements jointly invested by the company and its affiliates;
(3) The subsidized object is engaged in a single main business and real estate development business, and the subsidy funds are only used for the main business, and its latest audited asset liability ratio can exceed 70%;
(4) The company shall provide financial assistance according to the proportion of capital contribution, that is, other shareholders or other partners of the funded company shall provide financial assistance with the same conditions according to the proportion of capital contribution, including the amount, duration, interest rate, liability for breach of contract, guarantee measures, etc;
(5) Risk prevention measures
① Other shareholders of the funded object provide financial assistance with the same conditions, or the funded object and other shareholders provide corresponding guarantee measures, including but not limited to mortgage, pledge and joint and several liability guarantee;
② The company pays close attention to the production, operation and operation of the funded objects, and establishes a risk early warning mechanism to ensure that the funds can be recovered.
2. Other shareholders of cooperation projects within the scope of the company’s consolidated statements temporarily transfer idle surplus funds
(1) The cooperative companies within the scope of consolidated statements are engaged in a single main business and real estate development business; (2) The latest audited asset liability ratio of other shareholders who transfer surplus funds may exceed 70%;
(3) Risk prevention measures
① Before the transfer of each idle surplus fund, the corresponding approval procedures shall be performed according to the cooperation agreement;
② After fully reserving the funds required for the subsequent construction and normal operation of the project, provide financial assistance within the scope of idle surplus funds;
③ If there is a funding gap in the follow-up of the project, each shareholder shall timely return the idle surplus funds that have been used for project construction and operation in accordance with the notice requirements of the project company. If any shareholder of either party fails to return the idle surplus funds in accordance with the notice of the project company, which constitutes a breach of contract, the breaching party shall pay corresponding liquidated damages in accordance with the cooperation agreement and compensate the corresponding losses of the project company and the observant shareholder.
④ The company pays close attention to the asset quality, operation, solvency and credit status of other shareholders of the cooperation project, actively prevents risks and ensures the recoverability of funds.
3、 Opinions of independent directors
According to the relevant provisions of the CSRC, the independent directors of the company, Zhang Xuebing, Wang Yuetang, Ding Huang, Gao Zicheng and Xie Gang, have expressed their independent opinions as follows:
1. The company provides financial support for cooperation projects outside the scope of the consolidated statements and cooperation projects within the scope of the consolidated statements jointly invested by the company and related parties, which aims to solve the funds required for the operation and development of the funded project company, is conducive to accelerating the construction progress of the funded project, and is in line with the interests of the company and all shareholders.
2. The transfer of surplus funds of cooperation projects within the scope of consolidated statements by the company and other shareholders is a temporary transfer under the premise of ensuring the demand of project construction and working capital under the condition that the operation of relevant projects is stable and the sales are smooth, but the profit distribution conditions are not met, which helps to improve the use efficiency of funds. Relevant projects are controlled by the company, which is mainly responsible for operation and management, and the relevant risks are controllable.
3. This matter is open, fair and fair, the pricing is fair, there is no behavior damaging the interests of the company and minority shareholders, and it is in line with the provisions of the company law, the stock listing rules, the articles of association and other relevant laws, regulations and company systems. Therefore, we agree with the company to carry out this matter.
It is hereby announced.
Huafa Industrial Co.Ltd.Zhuhai(600325)
Board of directors
April 9, 2002
