Securities code: Leyard Optoelectronic Co.Ltd(300296) securities abbreviation: Leyard Optoelectronic Co.Ltd(300296) Announcement No.: 2022018 Leyard Optoelectronic Co.Ltd(300296)
About the company’s application for credit from the bank and provided by related parties
Announcement 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.
1、 Overview of guarantee and related party transactions
1. Due to the need of business turnover, Leyard Optoelectronic Co.Ltd(300296) (hereinafter referred to as “the company”) applies to the bank for comprehensive credit and is guaranteed by related parties. The specific matters are as follows:
The company applied to China Agricultural Bank Of China Limited(601288) Beijing Pilot Free Trade Zone Branch (hereinafter referred to as ” Agricultural Bank Of China Limited(601288) “) for a comprehensive credit line of RMB 200 million with a term of one year. The specific business types are subject to the final reply of Agricultural Bank Of China Limited(601288) and the actual controller Mr. Li Jun and his spouse Ms. Yang Yani provide unlimited joint and several liability guarantee.
2. Association relationship
As Mr. Li Jun is the controlling shareholder, actual controller, chairman and general manager of the company, and Ms. Yang Yani is the spouse of Mr. Li Jun, Mr. Li Jun and Ms. Yang Yani are related parties of the company according to the Listing Rules of gem shares of Shenzhen Stock Exchange. The above joint and several liability guarantee matters constitute related party transactions.
3. The company has deliberated and adopted relevant proposals at the 35th meeting of the Fourth Board of directors and the 31st meeting of the Fourth Board of supervisors held on April 14, 2022, and the related director Mr. Li Jun avoided voting; Independent directors have expressed their independent opinions on the above matters; According to the Shenzhen Stock Exchange GEM Listing Rules, the matter is exempted from submission to the general meeting of shareholders for deliberation.
2、 Basic information of related parties
Mr. Li Jun, Chinese nationality, is the controlling shareholder, actual controller, chairman and general manager of the company. He holds 575006000 shares of the company, accounting for 22.61% of the total share capital of the company. Mr. Li Jun is not a dishonest person.
Ms. Yang Yani, the spouse of Mr. Li Jun, does not hold shares in the company. Ms. Yang Yani is not the person to be executed for breaking her promise.
According to the Shenzhen Stock Exchange GEM Listing Rules, Mr. Li Jun and Ms. Yang Yani are related parties of the company. Therefore, this joint and several liability guarantee constitutes a related party transaction.
3、 Main contents and pricing policies of related party transactions
In order to support the business development of the company, Mr. Li Jun, the controlling shareholder, actual controller, chairman and general manager of the company, and Ms. Yang Yani, the spouse of the company, provided unlimited joint and several liability guarantee for the company’s application to Agricultural Bank Of China Limited(601288) for a comprehensive credit of RMB 200 million with a term of one year. The aforesaid guarantee is exempted from the charge of guarantee fee.
4、 Purpose of transaction and impact on the company
The purpose of this connected transaction is to better meet the daily operation needs of the company and supplement the working capital of the company, which is in line with the interests of the company and all shareholders and will not have an adverse impact on the operating performance of the company.
5、 Cumulative number of related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of 2022 to the disclosure date, the related party transactions between the controlling shareholder, actual controller, chairman and general manager of the company Mr. Li Jun and his spouse Ms. Yang Yani and the company were mainly that Mr. Li Jun and his spouse Ms. Yang Yani jointly provided free guarantee for the company’s application for credit line from the bank, with a cumulative guarantee amount of RMB 900 million (the above amount does not include this time).
6、 Relevant review and approval procedures
1. Opinions of the board of directors
In order to meet the needs of the company’s operation and development, it is agreed that the company applies to Agricultural Bank Of China Limited(601288) for a comprehensive credit with a limit of 200 million yuan and a term of one year. The specific business types are subject to the final approval of Agricultural Bank Of China Limited(601288) and Mr. Li Jun, the actual controller, and Ms. Yang Yani, her spouse, provide unlimited joint and several liability guarantee.
2. Opinions of the board of supervisors
Mr. Li Jun, the controlling shareholder and actual controller of the company, and Ms. Yang Yani, her spouse, provide free guarantee for the company’s application for comprehensive bank credit, which is conducive to the company’s obtaining bank credit line and ensuring the company’s production and operation. This affiliated guarantee company is a pure beneficiary, there is no benefit transmission, and does not damage the interests of the company and other small and medium-sized shareholders. Therefore, we agree that the company applies to Agricultural Bank Of China Limited(601288) for a comprehensive credit line of RMB 200 million with a term of one year. The specific business types are subject to the final approval of Agricultural Bank Of China Limited(601288) and the actual controller Mr. Li Jun and his spouse Ms. Yang Yani provide unlimited joint and several liability guarantee.
3. Opinions of independent directors
Mr. Li Jun, the controlling shareholder and actual controller of the company, and Ms. Yang Yani, his spouse, provide guarantee for the company to apply for comprehensive credit from the bank. It is a normal guarantee behavior, which is conducive to the development and long-term interests of the company. The connected transaction company is a pure beneficiary and there is no transfer of interests, which is in line with the interests of the company and all shareholders and will not damage the interests of minority shareholders. When the board of directors considered the above related guarantee, the related directors avoided voting, and the voting procedures of the meeting were in line with the provisions of relevant laws and regulations and the articles of association. We agree on this related party guarantee. 7、 Documents for future reference
1. Resolution of the 35th meeting of Leyard Optoelectronic Co.Ltd(300296) the 4th board of directors;
2. Resolution of the 31st meeting of Leyard Optoelectronic Co.Ltd(300296) the 4th board of supervisors;
3. Independent opinions of independent directors on matters related to the 35th meeting of the Fourth Board of directors of the company. It is hereby announced.
Leyard Optoelectronic Co.Ltd(300296) board of directors April 14, 2022
