Securities code: Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689) securities abbreviation: Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689) Announcement No.: 2022016 Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689)
About the controlling shareholder applying for comprehensive credit line from the bank for the company
Announcement on provision of guarantee and related party transactions
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.
Important content tips:
This related party transaction still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation;
This connected transaction has no impact on the independence of the company, and the company's main business has not relied on connected persons due to this connected transaction.
1、 Overview of related party transactions
In order to meet the operation and development needs of Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689) (hereinafter referred to as "the company") and improve the operation efficiency of the company, the controlling shareholder of the company, Shenyang Yuanda Aluminum Group Co., Ltd. (hereinafter referred to as "Yuanda Group") provided joint and several liability guarantee for the comprehensive credit line applied by the company to the Bank of 465 million yuan, without charging guarantee fee. The details are as follows:
Unit: 10000 yuan
Accepting the name of the guarantee bank to apply for comprehensive guarantee credit business, guarantee period, company name, credit line amount, variety and type
China China Construction Bank Corporation(601939) shares
45000 copies Co., Ltd. Shenyang 19500
Shenhe sub branch loan, bank
China Agricultural Bank Of China Limited(601288) stock bank acceptance remittance
Shenyang Yuanda Co., Ltd. Shenyang 20000 tickets, letter of guarantee, joint and several
Intelligent industry Sujiatun sub branch long-term settlement and sales responsibility for one year
The group shares Guangdong Development Bank shares have foreign exchange and credit guarantee
Shenyang Branch 2000 certificate and Trade Co., Ltd
Shenhe sub branch financing industry
China Merchants Bank Co.Ltd(600036) stock service varieties
Shenyang Branch 5000
Jinye sub branch
Total 4650072000——————
Note 1: the above credit line is subject to the actual credit line of each bank.
Yuanda Group directly holds 36.14% of the shares of the company and is the controlling shareholder of the company. This transaction constitutes a related party transaction.
The 15th meeting of the 4th board of directors of the company deliberated and approved the proposal on the controlling shareholder providing guarantee and connected transactions for the company's application for comprehensive credit line from the bank, and the connected directors Mr. Kang Baohua and Mr. Wang Hao avoided voting. The independent directors of the company have recognized and expressed their agreed independent opinions in advance.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and the related shareholders interested in this related party transaction will give up the right to vote on the proposal at the general meeting of shareholders.
According to the provisions of the measures for the administration of major asset restructuring of listed companies, this transaction does not constitute a major asset restructuring, and this transaction does not require the approval of other departments.
2、 Introduction to related parties
(I) basic information
Company name: Shenyang Yuanda Aluminum Group Co., Ltd
Unified credit Code: 91210106410718023f
Company domicile: No. 20, 13th Street, Shenyang Economic and Technological Development Zone
Date of establishment: February 17, 1993
Legal representative: Kang Baohua
Registered capital: RMB thirty two million five hundred thousand yuan
Company type: limited liability company
Business scope: aluminum doors and windows, roofs, curtain walls, stainless steel products; Indoor and outdoor decoration, electromechanical decoration; Foreign economic and technological cooperation business; Processing and manufacturing of mechanical and electrical products; Operate the export business of self-produced products and related technologies of the enterprise and its member enterprises (except for goods restricted or prohibited by the state); The import of raw materials, instruments and accessories required by the company or its members for scientific research is prohibited (except for the import of raw materials, instruments and accessories required by the state); Operate the enterprise's feed processing and "three supplies and one compensation" business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
(II) historical evolution
The predecessor of Yuanda Group, Shenyang Modern Aluminum Co., Ltd., was established in January 1993. On December 3, 1998, with the approval of Shenyang Administration for Industry and commerce, the name was changed to Shenyang Yuanda Aluminum Group Co., Ltd. Up to now, Mr. Kang Baohua holds 99% equity of Yuanda Group and is the actual controller of Yuanda Group.
(III) major business development of Yuanda Group in recent three years
Over the past three years, Yuanda Group has mainly engaged in equity investment business.
(IV) major financial data (consolidated amount) of Yuanda Group in the latest year and another period
Unit: 10000 yuan
December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 3883403643423933
Net assets 2995225329727006
Operating income 101389296641761
Total profit 458264 -198361
Net profit 453743 -213080
(V) relationship between Yuanda Group and the company
Yuanda Group directly holds 36.14% of the shares of the company and is the controlling shareholder of the company.
(VI) Yuanda Group has not received any administrative punishment or criminal punishment related to the securities market in the past five years, and there is no major civil litigation or arbitration related to economic disputes.
(VII) equity control relationship of Yuanda Group:
The equity control relationship of Yuanda Group is shown in the figure below:
Kang Baohua Yan Lianxue
99% 1%
Yuanda Group
3、 Main contents of related party transactions
Yuanda Group, the controlling shareholder of the company, provides joint and several liability guarantee for the 195 million yuan comprehensive credit line applied by the company to China Construction Bank Corporation(601939) Shenyang Shenhe sub branch, Agricultural Bank Of China Limited(601288) Shenyang Sujiatun sub branch, 20 million yuan comprehensive credit line applied by Shenyang Shenhe sub branch of Guangdong Development Bank Co., Ltd., and 50 million yuan comprehensive credit line applied by China Merchants Bank Co.Ltd(600036) Shenyang Jinye sub branch, No guarantee fee is charged.
4、 Purpose of this connected transaction and its impact on the company
The related party transaction is that the controlling shareholder Yuanda Group applies for a comprehensive credit line from the above banks for the company, provides joint and several liability guarantee, and does not charge guarantee fee. It reflects the support of the controlling shareholders to the company and is in line with the interests of the company and all shareholders. This connected transaction will not have an impact on the operating performance of the company.
5、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of the year to the disclosure date, the company has no related party transactions with the related party.
6、 Prior approval and independent opinions of independent directors
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction. The independent directors of the company reviewed the relevant materials provided by the board of directors in advance, approved the related party transaction, and expressed the following independent opinions:
Shenyang Yuanda Aluminum Group Co., Ltd., the controlling shareholder of the company, provides guarantee for the company to apply for comprehensive credit line from the bank in order to support the development of the company, which is conducive to the long-term interests of the company and will not damage the interests of the company and minority shareholders. When the board of directors considered the above proposal, the related directors Mr. Kang Baohua and Mr. Wang Hao withdrew. The deliberation and voting procedures comply with the provisions of relevant laws, regulations, normative documents and the articles of association, agree to the connected transaction and submit it to the 2021 annual general meeting for deliberation.
7、 Documents for future reference
1. Resolutions of the 15th meeting of the 4th board of directors of the company;
2. Resolutions of the 13th meeting of the 4th board of supervisors of the company;
3. Prior approval letter of the independent directors of the company on relevant matters of the 15th meeting of the Fourth Board of directors; 4. Independent opinions of the company's independent directors on matters related to the 15th meeting of the Fourth Board of directors.
It is hereby announced.
Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689) board of directors April 12, 2022
