Securities code: Haining China Leather Market Co.Ltd(002344) securities abbreviation: Haining China Leather Market Co.Ltd(002344) Announcement No.: 2022014 Haining China Leather Market Co.Ltd(002344)
Announcement on providing financial assistance to Chuangjia company, a holding subsidiary
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. Haining leather fashion town investment and Development Co., Ltd. plans to provide financial assistance of no more than 380 million yuan to its holding subsidiary Chuangjia financial leasing (Zhejiang) Co., Ltd. according to the actual proportion of capital contribution for a period of three years.
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 development needs of Chuangjia financial leasing (Zhejiang) Co., Ltd. (hereinafter referred to as “Chuangjia company”), a holding subsidiary of Haining leather fashion town investment and Development Co., Ltd. (hereinafter referred to as “the town company”), a holding subsidiary of Haining China Leather Market Co.Ltd(002344) (hereinafter referred to as “the town company”), the town company plans to provide financial assistance of no more than 380 million yuan for a period of three years according to the actual proportion of capital contribution. The company held the 10th meeting of the 5th board of directors on April 14, 2022, deliberated and approved the proposal on providing guarantee and financial assistance to Chuangjia company, a holding subsidiary, and agreed to provide financial assistance to Chuangjia 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: Chuangjia financial leasing (Zhejiang) Co., Ltd
Date of establishment: September 2, 2013
Registered address: room 218, floor 2, main office building, No. 118, Longxing Road, Haining Economic Development Zone, Zhejiang Province
Legal representative: Zhang Yueming
Registered capital: RMB 20504786539
Business scope: financial leasing business, leasing business, purchase of leased property from outside China, residual value treatment and maintenance of leased property, leasing transaction consulting, investment consulting services, and commercial factoring business related to main business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure: Chuangjia company is a limited liability company jointly invested by Haining leather fashion town investment and Development Co., Ltd. and liantai Chuangfu Co., Ltd. (hereinafter referred to as “liantai Chuangfu”). Among them, the town company acquired 60% equity of Chuangjia company in March 2022 and increased the capital of Chuangjia company by 3%, holding 63% equity of Chuangjia company in total; Liantai Chuangfu is a private limited liability company incorporated in Hong Kong, with a shareholding ratio of 37%. The shareholders of the town company are composed of the company and Haining China Leather City Investment Co., Ltd., a wholly-owned subsidiary of the company, of which the company holds 70% and Haining China Leather City Investment Co., Ltd. holds 30%. Liantai Chuangfu Co., Ltd. and its shareholders and actual controllers do not have any 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, Chuangjia company has total assets of 73199590598 yuan, total liabilities of 52304927253 yuan and net assets of 20894663345 yuan. In 2021, the operating income was 6420271896 yuan, the total profit was 2896154988 yuan, and the net profit was 2167924262 yuan. The above data have been audited by an accounting firm.
As of February 28, 2022, Chuangjia company has total assets of 67145398490 yuan, total liabilities of 45911428399 yuan and net assets of 21233970091 yuan. From January to February 2022, the operating income was 746 Ningbo Bird Co.Ltd(600130) yuan, the total profit was 454685519 yuan, and the net profit was 339306746 yuan. The above data have been audited by an accounting firm. The tax credit rating is grade B.
After verification, there is no abnormality in the credit situation of Chuangjia company, and it is not a dishonest executee. The company and the small town company did not provide any financial assistance to Huining company in the previous fiscal year.
3、 Risk prevention measures
1. Other shareholders of Chuangjia company, liantai Chuangfu or the borrowing company, must provide sufficient guarantee measures to cover the corresponding risks borne by the small town company.
2. The board of directors of Chuangjia company is composed of three directors, and the company sends two; And appoint personnel in key positions such as finance to lead the daily financial management.
The above loan agreement has not been signed, and the specific loan amount and term will be subject to the actual loan.
4、 Opinions of the board of directors
The financial assistance is mainly used for the business development of Chuangjia company, which is conducive to the fund-raising of Chuangjia company, promoting the smooth development of follow-up business and improving its own business ability. It is the need of the company’s own business development, in line with the overall interests of the company and the relevant provisions of the company law and the articles of association. In addition, other shareholders or borrowing companies of Chuangjia company provide sufficient guarantee measures to cover the corresponding risks borne by the company. Therefore, it is agreed that the small town company will provide financial assistance to Chuangjia 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 the small town company to Chuangjia company is mainly to meet the business development needs of Chuangjia company, promote the smooth development of follow-up projects and improve its own business ability. It is the need of the company’s business development and in line with the relevant provisions of the company law and the articles of association. In addition, other shareholders or borrowing companies of Chuangjia company provide sufficient guarantee measures to cover the corresponding risks borne by the company. 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 Chuangjia company is the holding company of the company’s holding 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
