Securities code: Beijing Unistrong Science & Technology Co.Ltd(002383) securities abbreviation: Beijing Unistrong Science & Technology Co.Ltd(002383) Announcement No.: 2022012 Beijing Unistrong Science & Technology Co.Ltd(002383)
Estimate on the amount of financial assistance and guarantee used by the company and its subsidiaries by Zhengzhou airport Xinggang Investment Group Co., Ltd. and its subsidiaries
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 related party transactions
(I) basic information of the transaction
As of December 31, 2021, Beijing Unistrong Science & Technology Co.Ltd(002383) (hereinafter referred to as " Beijing Unistrong Science & Technology Co.Ltd(002383) " or "the company") has applied to Zhengzhou HANGGANG Xinggang Investment Group Co., Ltd. (hereinafter referred to as "Xinggang group") and its subsidiaries for a financial assistance limit of no more than RMB 4 billion and a guarantee limit of no more than RMB 3 billion for a period of no more than one year.
In 2022, the company actively expanded financing channels, combined with a series of measures such as revitalizing inefficient assets and accelerating the return of funds, the financial burden of the company was further reduced. According to the needs of the company's operation and development, the company and its subsidiaries are expected to continue to generate financing related party transactions with Xinggang group and its subsidiaries in 2022. It is expected to apply to Xinggang group and its subsidiaries for financial assistance of no more than RMB 800 million and guarantee of no more than RMB 2.7 billion for a period of no more than one year. The use rate of financial assistance funds shall not exceed 8% / year, and the guarantee rate shall not exceed 3% / year. After the matter is deliberated and approved by the general meeting of shareholders of the company, the management of the company is authorized to handle specific signing procedures. The authorization period is from the date of deliberation and approval of the proposal by the general meeting of shareholders to December 31, 2022. Financial aid and guarantee can be recycled within the validity period within the total amount.
(II) relationship with the company
Zhengzhou HANGGANG Xinghui Electronic Technology Co., Ltd. (hereinafter referred to as "Xinghui Electronics"), a wholly-owned subsidiary of Xinggang group, is the controlling shareholder of the company, and Xinggang group is the indirect controlling shareholder of the company. According to the stock listing rules of Shenzhen Stock Exchange, Xinggang group and its subsidiaries are related parties of the company, and this transaction constitutes a related party transaction.
(III) review procedure
The company held the 9th meeting of the 5th board of directors on April 14, 2022. The meeting considered the proposal on the company and its subsidiaries' use of financial assistance and guarantee amount and related party transactions of Zhengzhou airport Xinggang Investment Group Co., Ltd. and its subsidiaries. The related directors Zhang Zhenwei, Wu Yue, Li zhansen and Zhu Xingwang abstained from voting on the proposal, with 5 votes in favor, 4 votes in avoidance and 0 votes against The above proposal was adopted with 0 abstention. The independent directors approved the matter in advance and expressed their agreed independent opinions. This transaction still needs to be approved by the general meeting of shareholders, and the related parties interested in the related party transaction will give up the right to vote on the proposal at the general meeting of shareholders. This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
2、 Basic information of related parties
(I) introduction to related parties
Name: Zhengzhou HANGGANG Xinggang Investment Group Co., Ltd
Address: Block C, Xinggang building, No. 16, escort Road, Zhengzhou Hangkong port area
Nature of enterprise: limited liability company (solely state-owned)
Legal representative: Liu Jingyuan
Registered capital: 5000000 million
Unified social credit Code: 914101 Anhui Gujing Distillery Company Limited(000596) 2178t
Business scope: investment management; Asset management and operation; Financial services.
Ownership structure: the Management Committee of Zhengzhou airport economic comprehensive experimental zone holds 96% and the Department of finance of Henan province holds 4%
Whether it is a dishonest executee: no
(II) main financial data of related parties
The financial situation of the last two years is shown in the following table:
Unit: 10000 yuan
Project December 31, 2020 (audited) December 31, 2021 (Unaudited)
Total assets 20357431972289127160
Total liabilities 14245131031601980
Net assets 6112 Hengda New Materials (Fujian) Co.Ltd(300946) 87525180
Project December 31, 2020 (audited) December 31, 2021 (Unaudited)
Operating income 362463179434996017
Net profit 1347866112025215
(III) historical evolution of related parties
Xinggang group is invested 20 million yuan in currency by the Management Committee of Zhengzhou Xinzheng comprehensive bonded zone (Zhengzhou aviation port area) in accordance with the notice of the Management Committee of Zhengzhou Xinzheng comprehensive bonded zone (Zhengzhou aviation port area) on the establishment of Xinggang Investment Development Co., Ltd. of Zhengzhou Xinzheng comprehensive bonded zone (Zhengzhou aviation port area) (Zheng Zongguan [2012] No. 190), It is a wholly state-owned limited liability company approved by Zhengzhou Airport Branch of Zhengzhou Administration for Industry and Commerce in October 2012. When the company was established, the registered capital was 20 million yuan and the paid in capital was 20 million yuan.
In November 2012, the Management Committee of Zhengzhou Xinzheng comprehensive free trade zone (Zhengzhou aviation port area) made a shareholder's decision to increase the registered capital of 292461500 yuan to Xinggang group in monetary form. After this capital increase, the registered capital of Xinggang group increased to 312461500 yuan.
In November 2012, the Management Committee of Zhengzhou Xinzheng comprehensive free trade zone (Zhengzhou aviation port area) according to the decision of the Management Committee of Zhengzhou Xinzheng comprehensive free trade zone (Zhengzhou aviation port area) on transferring the equity of Zhengzhou aviation port area Hangcheng Real Estate Co., Ltd. to Zhengzhou Xinzheng comprehensive free trade zone (Zhengzhou aviation port area) Xinggang Investment Development Co., Ltd. (Zheng Zongguan [2012] No. 250), Transfer 100% of the state-owned equity of Zhengzhou HANGGANG Hangcheng Real Estate Co., Ltd. to Xinggang group.
After the equity of Hangcheng real estate was transferred to Xinggang group free of charge, the Management Committee of Zhengzhou Xinzheng comprehensive bonded zone (Zhengzhou aviation port area) decided to increase the registered capital of Xinggang group with 350 million yuan of the audited net assets of Hangcheng real estate on November 30, 2012. After this capital increase, the registered capital of Xinggang group increased to 662461500 yuan.
In March 2013, the Management Committee of Zhengzhou Xinzheng comprehensive free trade zone (Zhengzhou aviation port area) made a shareholder's decision to increase the registered capital of Xinggang group by 2 million yuan in monetary form. After this capital increase, the registered capital of Xinggang group increased to 26624615 million yuan.
In May 2013, the Management Committee of Zhengzhou Xinzheng comprehensive free trade zone (Zhengzhou aviation port area) made a shareholder's decision to increase the registered capital of Xinggang group by RMB 70 million in monetary form. After this capital increase, the registered capital of Xinggang group increased to 33624615 million yuan.
In June 2013, the Management Committee of Zhengzhou Xinzheng comprehensive free trade zone (Zhengzhou aviation port area) made a shareholder's decision to increase the registered capital of Xinggang group by 300 million yuan in monetary form. After this capital increase, the registered capital of Xinggang group increased to 36624615 million yuan.
In November 2013, the Management Committee of Zhengzhou Xinzheng comprehensive free trade zone (Zhengzhou aviation port area) made a shareholder's decision to increase the registered capital of Xinggang group by 800 million yuan in monetary form. After this capital increase, the registered capital of Xinggang group increased to 44624615 million yuan.
In December 2013, the Management Committee of Zhengzhou Xinzheng comprehensive free trade zone (Zhengzhou aviation port area) made a shareholder's decision to increase the registered capital of 537538500 yuan to Xinggang group in monetary form. After this capital increase, the registered capital of Xinggang group has increased to 500 million yuan.
In January 2014, the Management Committee of Zhengzhou Xinzheng comprehensive free trade zone (Zhengzhou aviation port area) made a shareholder's decision to increase the registered capital of Xinggang group by 1 billion yuan in monetary form. After this capital increase, the registered capital of Xinggang group has increased to 600 million yuan.
In April 2015, the Management Committee of Zhengzhou Airport Economic Comprehensive Experimental Zone decided to increase the registered capital of Xinggang group by 2800 million yuan in monetary form. After this capital increase, the registered capital of Xinggang group increased to 880 million yuan.
In November 2016, the Management Committee of Zhengzhou Airport Economic Comprehensive Experimental Zone decided to increase the registered capital of Xinggang group by 120 million yuan in monetary form. After this capital increase, the registered capital of Xinggang group has increased to 1000000 yuan.
In May 2017, the Management Committee of Zhengzhou Airport Economic Comprehensive Experimental Zone made a shareholder's decision to increase the registered capital of Xinggang group by RMB 1 million in monetary form. After this capital increase, the registered capital of Xinggang group increased to 20 million yuan.
In January 2021, the Management Committee of Zhengzhou Airport Economic Comprehensive Experimental Zone decided to increase the registered capital of the issuer from 20 billion yuan to 50 billion yuan.
In September 2021, in accordance with the guiding opinions of the CPC Central Committee and the State Council on deepening state-owned enterprises (ZF [2015] No. 22) and the relevant requirements of the reform of the basic old-age insurance system, the Management Committee of Zhengzhou Airport Economic Comprehensive Experimental Zone enriched the social insurance fund by transferring part of the state-owned capital free of charge. After the equity transfer, the equity structure of the issuer is 96% held by the Management Committee of Zhengzhou airport economic comprehensive experimental zone and 4% held by the Department of finance of Henan Province. (IV) description of relationship
Xinghui electronics, a wholly-owned subsidiary of Xinggang group, is the controlling shareholder of the company, and Xinggang group is the indirect controlling shareholder of the company. According to the stock listing rules of Shenzhen Stock Exchange, Xinggang group and its subsidiaries are related parties of the company, and this transaction constitutes a related party transaction.
3、 Main contents and pricing basis of related party transactions
1. Total financial assistance: no more than RMB 800 million
2. Total guarantee amount: no more than RMB 2.7 billion
3. The use rate of financial assistance funds: no more than 8% / year, which shall be subject to the specific agreement signed.
4. Guarantee rate: no more than 3% / year, which shall be subject to the specific agreement signed.
5. Pricing basis: determined by reference to the market situation and the financing cost of the company and its subsidiaries, and following the principles of fairness, rationality and fairness, there is no situation that damages the interests of listed companies and shareholders.
6. Other specific contents shall be subject to the formal agreement.
4、 Purpose of transaction and its impact on Listed Companies
Xinggang group and its subsidiaries provide financial assistance to the company, joint and several liability guarantee for loan financing or balance replenishment guarantee in order to improve the company's financing efficiency, solve the company's capital needs and provide financial support for the company's business activities. It is necessary for the company's business development and production and operation activities and belongs to normal business. The independence of the company will not be affected. The decision-making procedures of the transaction will be implemented in strict accordance with relevant laws and regulations and will not damage the legitimate rights and interests of the company and all shareholders.
5、 From the beginning of the year to the disclosure date, the total amount of various related party transactions with the related party has been accumulated
From the beginning of 2022 to the disclosure date of this announcement, the total amount of various related party transactions between the company and Xinggang group and its subsidiaries was 525209 million yuan (excluding the amount of Transactions described in this announcement).
6、 Prior approval and independent opinions of independent directors
(I) prior approval opinions of independent directors
1. The above matters shall be subject to the approval procedures of the board of directors and relevant information disclosure obligations in accordance with relevant provisions. 2. The above related party transactions are normal business activities, and the transaction price and process follow the principles of fairness, impartiality and openness. There is no damage to the interests of the company and non related shareholders, and will not affect the independence of the company. Therefore, we agree to submit the above matters to the 9th meeting of the 5th board of directors of the company for deliberation. (II) independent opinions of independent directors
After verification, this transaction meets the needs of the company's operation and development and will have a positive impact on the company's operation. It is determined that there is a reasonable loan interest rate and interest settlement method, and there is no damage to the interests of the company and other shareholders, especially small and medium-sized shareholders. At the same time, we have supervised the convening, convening, deliberation and voting procedures of the company's board of directors in reviewing the above proposals, and believe that they comply with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to submit the matter to the general meeting of shareholders for deliberation.
7、 Opinions of the board of supervisors
After examination, the board of supervisors believes that the connected transaction follows the principles of fairness and rationality, and there is no damage to the interests of the company and other shareholders, especially small and medium-sized shareholders and non connected shareholders; The deliberation and decision-making procedures of this matter comply with the provisions of the company law, the securities law and the articles of association.
8、 Documents for future reference
1. Resolutions of the 9th meeting of the 5th board of directors;
2. Resolutions of the 7th Meeting of the 5th board of supervisors;
3. Prior approval opinions of independent directors on matters related to the ninth meeting of the Fifth Board of directors;
4. Independent opinions of independent directors on matters related to the ninth meeting of the Fifth Board of directors.
It is hereby announced
