Securities code: Haining China Leather Market Co.Ltd(002344) securities abbreviation: Haining China Leather Market Co.Ltd(002344) Announcement No.: 2022015 Haining China Leather Market Co.Ltd(002344)
Announcement on financial assistance provided by wholly-owned subsidiaries to their joint-stock companies
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.
Important content tips:
1. Wuhan Haichao Haining Leather City Co., Ltd. plans to provide financial assistance of no more than 100 million yuan to its subordinate joint-stock company Wuhan Huining Business Management Co., Ltd. according to 49% of the actual investment proportion for a period of three years, and charge it a capital occupation fee at an annual interest rate of no less than 6%.
2. Deliberated at the 10th meeting of the 5th board of directors of the company.
3. Please pay attention to investment risks.
1、 Overview of financial assistance
According to the business needs of Wuhan Huining Business Management Co., Ltd. (hereinafter referred to as “Huining company”), a joint-stock company under Wuhan Haichao Haining Leather City Co., Ltd. (hereinafter referred to as “Haichao company”), a wholly-owned subsidiary of Haining China Leather Market Co.Ltd(002344) (hereinafter referred to as “Haichao company”), Haichao company plans to provide financial assistance of no more than 100 million yuan according to 49% of the actual capital contribution for a period of three years, And charge them a capital occupation fee at an annual interest rate of no less than 6%. Other shareholders of Huining company provide financial assistance to it in the same proportion of their shares.
The company held the 10th meeting of the 5th board of directors on April 14, 2022, deliberated and approved the proposal on financial assistance provided by wholly-owned subsidiaries to their joint-stock companies, and agreed to provide financial assistance to Huining company. This financial assistance agreement has not been signed yet. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, the financial assistance does not need to be approved by the general meeting of shareholders of the company.
2、 Basic information of funded objects
Company name: Wuhan Huining Business Management Co., Ltd
Date of establishment: November 27, 2020
Registered address: room 4a6-7, 4th floor, phase I, Wuhan Galaxy commercial complex, southwest corner of the intersection of Longyang Avenue and Sixin Avenue, Hanyang District, Wuhan
Legal representative: Zhang Changwei
Registered capital: 30 million yuan
Business scope: business operation management; business management; Market Research; Real estate information consultation; House rental; Wholesale and retail of daily necessities, textiles, clothing, shoes and hats, clocks, glasses, cosmetics, stationery, sporting goods, jewelry, computers, communication products (excluding wireless transmitting devices and satellite ground receiving devices), digital products; Advertising design, production, release and agency; Electronic equipment leasing; Motor vehicle charging sales; Parking service. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Equity structure: Huining company is a limited liability company jointly invested and established by Haichao company and Qushui century Jinyuan fangyuanhui Business Management Co., Ltd., of which Haichao company contributes 14.7 million yuan, with a shareholding ratio of 49%; Qushui century Jinyuan fangyuanhui Business Management Co., Ltd. contributed 15.3 million yuan, with a shareholding ratio of 51%. Qushui century Jinyuan fangyuanhui Business Management Co., Ltd. and its shareholders and actual controllers have no relationship with the company, the board of directors and management, and there is no transaction of similar business with the company in the latest fiscal year.
As of December 31, 2021, Huining company has total assets of 34245390868 yuan, total liabilities of 34558819229 yuan and net assets of -313428361 yuan. During the reporting period, the operating income was 108786909 yuan, the total profit was -3313428361 yuan and the net profit was -3313428361 yuan. As of March 31, 2022, Huining company has total assets of 33522943571 yuan, total liabilities of 35273579945 yuan and net assets of -1750636374 yuan. During the reporting period, the operating income was 56072945 yuan, the total profit was -1437208013 yuan and the net profit was -1437208013 yuan. The above data have not been audited. The tax credit rating is m for newly established enterprises.
It is verified that there is no abnormality in the credit situation of Huining company and it is not a dishonest executee. The company and Haichao company did not provide any financial assistance to Huining company in the previous fiscal year.
3、 Risk prevention measures
1. Other shareholders of Huining company provide shareholders with loans with the same conditions according to the equity ratio.
2. The board of directors of Huining company is composed of 5 directors, and the company sends 2 directors; And appoint personnel in key positions such as finance to lead the daily financial management.
4、 Opinions of the board of directors
The “Wuhan fangyuanhui” project is developed and operated by Huining company. The project is to reconstruct the main body of the current Wuhan Haining Leather City market. The financial support is mainly used for the engineering transformation and daily operation of the “Wuhan fangyuanhui” market commercial complex, so as to promote the smooth implementation of subsequent projects and improve its own business ability, which is the need of the company’s business development, Comply with the relevant provisions of the company law and the articles of association. In addition, other shareholders of Huining company provide financial assistance to it in the same proportion of their shares. Therefore, Haichao company is agreed to provide financial assistance to Huining company, a joint-stock company.
5、 Opinions of independent directors
Cong peiguo, Wang Baoping and Yang Dajun, the independent directors of the company, believe that the financial assistance provided by Haichao company to Huining company is mainly to meet the needs of working capital for project development of Huining company, promote the smooth development of follow-up projects and improve its own business ability. It is the need of business development of the company and in line with the relevant provisions of the company law and the articles of association. In addition, other shareholders of Huining company provide financial assistance to it in the same proportion of their shares. The financial assistance has fulfilled the corresponding procedures, the risk is within the controllable range, and there is no behavior damaging the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to the financial assistance.
6、 Opinions of the board of supervisors
The board of supervisors of the company believes that Huining company is a joint-stock company of a wholly-owned subsidiary of the company, and providing financial assistance is conducive to its business development. The approval procedures comply with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association.
7、 Accumulated amount of external financial assistance and overdue uncollected amount
After providing financial assistance this time, the total balance of financial assistance provided by the company is 601646 million yuan (including this financial assistance), accounting for 0.74% of the audited net assets of the company in 2021; The total balance of financial assistance provided by the company and its holding subsidiaries to units outside the consolidated statements is 601646 million yuan, accounting for 0.74% of the audited net assets of the company in 2021. There is no overdue and uncollected external financial assistance of the company and its holding subsidiaries.
8、 Other
The company will timely perform the obligation of information disclosure on the progress of the above matters in accordance with relevant regulations, and respectfully invite investors to pay attention to investment risks.
It is hereby announced.
Haining China Leather Market Co.Ltd(002344) board of directors
April 16, 2022
