Securities code: 002200 securities abbreviation: Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) Announcement No.: 2022-007
Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200)
Announcement on applying for loans and related party transactions from controlling shareholders
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
1. In order to meet the needs of business development and daily operation, the company plans to apply to the controlling shareholder Yunnan communications investment and Construction Group Co., Ltd. (hereinafter referred to as “communications investment group”) to provide the company with a loan of no more than 1072 million yuan, of which no more than 1022 million yuan is used for the company to borrow new and repay the old, and return the loan from Yunnan Investment Holding Group Co., Ltd. to the company in the early stage; The loan of no more than 50 million yuan is used to supplement the working capital required by the company’s daily operation. The term of the loan is 1 year, and the interest rate is charged at no more than 5% / year.
2. The exchange and investment group is the controlling shareholder of the company, and this transaction constitutes a connected transaction. In accordance with the relevant provisions of the stock listing rules (revised in 2022), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 7 – transactions and related party transactions (revised in 2022) and the articles of association, this related party transaction shall be submitted to the board of directors for deliberation, and the related director Mr. Zou Jihu shall avoid voting and submit it to the general meeting of shareholders for deliberation. This connected transaction does not constitute a major asset restructuring and does not need to be approved by other relevant departments.
2、 Basic information of related parties
Name of related party: Yunnan communications investment and Construction Group Co., Ltd;
Date of establishment: May 25, 2006;
Unified social credit Code: 915300007873997205;
Registered capital: 300 million yuan;
Legal representative: Su Yongzhong;
Address: No. 37, QIANXING Road, Kunming, Yunnan Province;
Company type: limited liability company (state-owned holding);
Business scope: highway development, construction, management and operation; Hotel Management (those involving special approval shall be operated with license).
Main financial data of the exchange and Investment Group: according to the audit, as of December 31, 2020, the total assets were 529245788800 yuan and the owner’s equity attributable to the parent company was 101041074800 yuan; From January to December 2020, the operating revenue was 106409064900 yuan and the net profit was 155078500 yuan.
With the approval of the state owned assets supervision and Administration Commission of Yunnan Province, 23.18% of the company’s shares held by Yunnan Investment Holding Group Co., Ltd. were transferred to Jiaotou group free of charge. On December 31, 2021, the share transfer registration of this free transfer has been completed. Jiaotou group holds 23.18% of the company’s shares and is the controlling shareholder of the company.
3、 Pricing policy and basis of related party transactions
This transaction is that the company applies for a loan of no more than 1072 million yuan from the controlling shareholder exchange and investment group to borrow new and repay old and supplement the working capital required by the company’s operation. The term is 1 year, and the interest rate is no more than 5% / year. The interest rate is mainly determined by referring to the financing cost of exchange and investment group, and the interest rate is no more than 53.6 million yuan.
4、 Purpose of related party transactions and its impact on Listed Companies
The company applies to the controlling shareholder Jiaotou group for a loan of no more than 1072 million yuan to borrow new and repay old and supplement the working capital required by the company’s daily operation, which can alleviate the company’s capital pressure, reduce the company’s financial cost and facilitate the development of the company’s business to a certain extent. This connected transaction does not damage the interests of the listed company and all shareholders, especially the minority shareholders.
7、 Accumulated various related party transactions with the related party
From the beginning of the year to the disclosure date of this announcement, the accumulated amount of various related party transactions between the company and the exchange and investment group is 0 yuan. 8、 Prior approval and independent opinions of independent directors
In accordance with the rules for independent directors of listed companies (2022) of China Securities Regulatory Commission, the self regulatory guidelines for listed companies No. 7 – transactions and related party transactions of Shenzhen Stock Exchange, the articles of association and other relevant provisions, the independent directors of the company conducted a pre examination of the proposal on applying for loans and related party transactions from controlling shareholders. After careful review and verification, the independent directors believe that the company’s related party transactions comply with the principles of fairness, impartiality and fairness, and there is no damage to the interests of the company and minority shareholders. And express the following independent opinions: the company applies to the controlling shareholder Yunnan communications investment and Construction Group Co., Ltd. (hereinafter referred to as “communications investment group”) for a loan of no more than 1072 million yuan for the company to borrow new and repay old and supplement the working capital required by the company’s daily operation, which can alleviate the company’s capital pressure to a certain extent and is conducive to the development of the company’s business. According to the company’s current financing and credit conditions, the interest rate pricing of this loan is fair and reasonable, and there is no situation that damages the interests of the company and the majority of shareholders, especially the minority shareholders. During the deliberation of this proposal by the board of directors of the company, Mr. Zou Jihu, a related director, has avoided voting. The decision-making procedures of the related party transaction comply with the company law, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions. The voting procedures of the board of directors of the company on the company’s application for loans from the trading group are legal and effective. The independent directors agreed that the company should apply for a loan of no more than 1072 million yuan from the controlling shareholder Jiaotou group, and agreed to submit the proposal to the general meeting of shareholders for deliberation.
10、 Documents for future reference
1. Resolutions of the 15th meeting of the 7th board of directors;
2. Prior approval opinions and independent opinions of independent directors on related party transactions;
3. Overview of related party transactions.
It is hereby announced.
Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) board of directors
January 11, 2002
