Securities code: Tibet Summit Resources Co.Ltd(600338) securities abbreviation: Tibet Summit Resources Co.Ltd(600338) Announcement No.: 2022028 Tibet Summit Resources Co.Ltd(600338)
Announcement on related party transactions of borrowing from controlling shareholders
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Borrowing from controlling shareholders and other related parties is used to alleviate the shortage of working capital of the company, which is in line with the interests of Tibet Summit Resources Co.Ltd(600338) (hereinafter referred to as “the company”) and all shareholders.
As of the disclosure date of this announcement, the company has borrowed 99.5 million yuan from the controlling shareholder Xinjiang Tacheng International Resources Co., Ltd. (hereinafter referred to as “Tacheng international”); The balance of borrowings from Shanghai Haicheng resources (Group) Co., Ltd. (also the indirect controlling shareholder of Tacheng international, hereinafter referred to as “Haicheng group”) is US $3.9995 million. 1、 Transaction overview
In order to alleviate the shortage of working capital of the company and meet the needs of daily operation in China, the company plans to apply for loans from the controlling shareholder Tacheng international and Haicheng group directly controlled by the actual controlling legal person (hereinafter referred to as “related parties”).
If the loan amount and the related party’s proposal are deliberated and approved by the general meeting of shareholders of the people’s Republic of China, the loan limit of the company in the same period shall not rise to RMB 2 billion in 2021, and the loan period shall not rise to the benchmark of the previous year after deliberation by the general meeting of shareholders of the people’s Bank of China. If the loan amount exceeds RMB 2 billion in 2021, the loan period shall not rise to the benchmark of the previous year.
According to the related party transaction proposal on borrowing from controlling shareholders deliberated and adopted at the 2020 annual general meeting of shareholders held on May 28, 2021, the total amount of the company’s borrowing from related parties shall not exceed 300 million yuan, and the period shall be from May 28, 2020 to the day before the 2021 annual general meeting. Within this amount and period, the company can use it on a rolling basis. Up to now, the company’s accumulated loan balance from Tacheng international is 99.5 million yuan; The balance of borrowings from Haicheng group is 399995 US dollars; Relevant interest shall be paid as agreed.
As of December 31, 2021, Tacheng international holds 286842552 shares of the company, accounting for 31.38% of the total share capital of the company, and is the controlling shareholder of the company. Haicheng group indirectly controls Tacheng international through Shanghai xinhaicheng Enterprise Co., Ltd. According to relevant regulations such as the Listing Rules of Shanghai Stock Exchange, this transaction constitutes a related party transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
The amount of this connected transaction has reached more than 30 million yuan and accounts for more than 5% of the absolute value of the latest audited net assets of the listed company. Relevant proposals must be submitted to the general meeting of shareholders of the company for deliberation.
2、 Introduction to related parties
(I) introduction to related party relationship
By the end of 2021, Tacheng international held 31.38% of the shares of the company and was the controlling shareholder of the company. Haicheng group is the actual controlling legal person of the company.
(II) basic information of related parties
1. Xinjiang Tacheng International Resources Co., Ltd
Date of establishment: May 23, 1996
Registered address: Guangming Road (Economic Cooperation Zone), Tacheng City, Xinjiang
Registered capital: RMB 100 million
Legal representative: Huang Jianrong
Company nature: limited liability company
Business scope: licensed business items: Sales: food, beverage, flammable solid, natural and wet flammable goods, sodium cyanide. General business items: leasing and warehousing; Metal materials and products; Chemical raw materials and products; building material; Wood; Mineral products Shenzhen Agricultural Products Group Co.Ltd(000061) ； Mechanical equipment, hardware, electrical and electronic products; Textile, clothing and daily necessities; Office automation, scrap metal, import and export of all kinds of commodities and technologies (except those restricted or prohibited by the state), waste copper, waste aluminum, waste steel, waste plastic and waste paper; Small border trade; Gold, silver and products.
As of December 31, 2021, Tacheng international had total unaudited assets of 4.028 billion yuan and owner’s equity of 1.817 billion yuan. In 2021, it realized operating income of 1.0457 million yuan and net profit of -151311 million yuan. 2. Shanghai Haicheng resources (Group) Co., Ltd
Date of establishment: July 4, 2003
Registered address: No. 305, Liuying Road, Jing’an District, Shanghai
Registered capital: 50 million yuan
Legal representative: Huang Jianrong
Company nature: limited liability company
Business scope: China trade, goods and technology import and export services, mining investment, industrial investment, investment consulting and business information consulting services.
As of December 31, 2021, Haicheng group had unaudited total assets of RMB 3.312 billion and owner’s equity of RMB 677 million. In 2021, it realized operating revenue of RMB 1.02 billion and net profit of RMB 122796 million. (III) equity structure
As of December 31, 2021, the equity structure chart of the actual controller of the company is as follows:
3、 Main contents of related party transaction agreement
The total amount of loans borrowed by the company from related parties shall not exceed 300 million yuan. The loan term is from the date when the matter is deliberated and approved by the company’s 2021 annual general meeting to the day before the 2022 annual general meeting. The annual interest rate of the loan is 20% higher than the loan interest rate of the people’s Bank of China in the same period, and the company can use it on a rolling basis within this limit and term.
4、 The purpose of related party transactions and the impact of this related party transaction on the listed company
Borrowing from related parties can alleviate the shortage of short-term working capital of the company, meet China’s RMB capital needs, and is conducive to the normal operation of the company.
5、 Review procedures for the performance of the above related party transactions
The 10th meeting of the 8th board of directors held on April 18, 2022 deliberated and adopted the proposal on related party transactions of borrowing from controlling shareholders. For this connected transaction, Mr. Huang Jianrong and Mr. Zhang Jieyuan, the connected directors of the board of directors of the company, avoided voting, and the other five Directors voted unanimously.
1. The fourth meeting of the audit committee of the eighth board of directors agreed to submit this proposal to the board of directors and the general meeting of shareholders for deliberation.
2. The prior approval opinions of the independent directors of the company on the related party transactions are as follows:
This related party transaction is conducted on the basis of consensus between the related parties. Borrowing from Haicheng group and Tacheng international can alleviate the shortage of working capital of the company, help to maintain the normal operation of the company, comply with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
We agree to submit this proposal to the 10th meeting of the 8th board of directors of the company for deliberation.
3. The independent opinions of the independent directors of the company on this connected transaction are as follows:
(1) The related party transactions discussed this time were conducted on the basis of consensus between the related parties. Borrowing from major shareholders can alleviate the shortage of working capital of the company, help maintain the normal operation of the company, comply with the interests of the company and all shareholders, and do not damage the interests of the company and its shareholders, especially the minority shareholders. (2) The above matters have been deliberated and adopted at the 10th meeting of the 8th board of directors of the company. When the board of directors deliberated the relevant proposals, the related directors avoided the voting process according to law. The convening procedures and voting procedures of the board of directors of the company were in line with the provisions of relevant laws, regulations and the articles of association.
We agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
4. This transaction is subject to the approval of the general meeting of shareholders. The related shareholders Xinjiang Tacheng International Resources Co., Ltd. and China global new technology import and Export Co., Ltd., which are interested in the related party transaction, will withdraw from voting on the proposal at the general meeting of shareholders.
5. This connected transaction does not need to be approved by other relevant departments.
6、 Historical related party transactions requiring special explanation
As of the disclosure date of this announcement, the company’s loan balance from Tacheng international was 99.5 million yuan; The balance of borrowings from Haicheng group was 399995 US dollars.
7、 Online announcement attachment
1. Resolutions of the fourth meeting of the audit committee of the eighth board of directors;
3. The prior approval opinions and independent opinions of the independent directors of the company on the related party transactions. It is hereby announced.
Tibet Summit Resources Co.Ltd(600338)
Board of directors
April 20, 2022
