Securities code: 002911 securities abbreviation: Foran Energy Group Co.Ltd(002911) Announcement No.: 2022-004 Foran Energy Group Co.Ltd(002911)
Announcement on related transactions with Guangdong Xiaohu LNG Co., Ltd. constitute related party transactions
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
On April 17, 2020, the 33rd meeting of the Fourth Board of directors of Foran Energy Group Co.Ltd(002911) (hereinafter referred to as “the company”) deliberated and adopted the proposal on cooperation with Guangzhou Yuanheng Energy Co., Ltd. in LNG peak shaving gas storage project and providing financial assistance to the project company, Agree that the company will provide 209976000 yuan financial assistance to Guangdong Xiaohu LNG Co., Ltd. (hereinafter referred to as “Xiaohu company”); For the above financial assistance, Guangzhou Nansha Zhenrong storage Co., Ltd. (the company has been renamed Guangzhou Yuanheng storage Co., Ltd., hereinafter referred to as “Nansha Zhenrong” or “Yuanheng storage”) provides joint and several liability guarantee for Xiaohu company and provides pledge guarantee with 100% equity of Xiaohu company. For details of the above contents, the company published in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN) on April 18, 2020 Announcement on carrying out LNG peak shaving gas storage project cooperation and providing external financial assistance (Announcement No.: 2020-042) (hereinafter referred to as “Announcement No. 2020-042”). On April 23, 2020, Xiaohu company provided a loan of 208976000 yuan to Nansha Zhenrong according to the purpose of financial assistance after receiving the above financial assistance from the company.
On October 20, 2021, Nansha Zhenrong has repaid all the loan principal and interest of 208976000 yuan to Xiaohu company. On October 20, 2021, Xiaohu company repaid the principal and interest of the financial assistance of RMB 209.976 million to the company, and the corresponding guarantee items were lifted accordingly. For details, see the company’s publication in China Securities Journal, securities times, securities daily and cninfo (www.cn. Info. Com. CN) on October 21, 2021 Announcement on receiving and returning financial assistance funds (Announcement No.: 2021-084).
On April 3, 2020, Nansha Zhenrong provided 100000 yuan loan to Xiaohu company; On April 20, 2021, Xiaohu company fully repaid the loan and interest to Nansha Zhenrong.
From April 17, 2020 to November 15, 2021, the company appointed Liu Chunming as the executive director and general manager of Xiaohu company in order to strengthen the supervision of the above-mentioned financial assistance funds of 209.976 million yuan
See Announcement No. 2020-042 of the company for details; Liu Chunming has served as a director of Foshan Gas Industry Group Co., Ltd. (hereinafter referred to as “gas industry group”), the controlling shareholder of the company, since November 30, 2020. In addition, he has no other positions in the gas industry group. According to relevant regulations such as the Listing Rules of Shenzhen Stock Exchange, Xiaohu company became a related party of the company on November 30, 2020. The above financial assistance of RMB 209.976 million to Xiaohu company constitutes a related party transaction.
On December 31, 2020, the fourth meeting of the Fifth Board of directors of the company deliberated and approved the proposal on acquiring 40% equity of Guangzhou Yuanheng storage Co., Ltd., and agreed that the company would acquire 40% equity of Yuanheng storage. After the acquisition, Yuanheng storage will become a holding subsidiary of the company and be included in the scope of the company’s consolidated statements, For details, please refer to China Securities Journal, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) published by the company on January 4, 2021 Announcement on the acquisition of 40% equity of Guangzhou Yuanheng storage Co., Ltd. (Announcement No.: 2021-003) (hereinafter referred to as “Announcement No. 2021-003”). As Xiaohu company has become a related party of the company, the guarantee provided by Yuanheng warehouse to Xiaohu company constitutes a related party guarantee, the loan of 208976000 yuan provided by Xiaohu company to Yuanheng warehouse constitutes a related party transaction, and the loan of 100000 yuan provided by Yuanheng warehouse to Xiaohu company also constitutes a related party transaction.
On January 11, 2022, the 21st Meeting of the 5th board of directors held by the company considered and adopted the proposal on related transactions with Guangdong Xiaohu LNG Co., Ltd. The independent directors of the company approved this matter in advance and expressed their agreed independent opinions.
The above-mentioned connected transactions do not belong to the major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. The above connected transactions need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of related parties
(I) basic information
Related party: Guangdong Xiaohu LNG Co., Ltd
Unified social credit Code: 91440101ma5d4gf5xw
Legal representative: Luo Shijin
Company type: limited liability company (sole proprietorship of legal person)
Registered capital: 10 million yuan
Registered address: No. 18, Xiaohu South Third Road, Xiaohu village, Huangge Town, Nansha District, Guangzhou (self declaration)
Date of establishment: January 22, 2020
Business scope: fuel gas business (without storage, transportation and facing end users)
Equity structure: Yuanheng warehouse holds 100% equity (before the company acquired 40% equity of Yuanheng warehouse, Yuanheng warehouse has signed a transfer agreement with Guangzhou Yuanheng Energy Co., Ltd. (hereinafter referred to as “Yuanheng energy”) to transfer 100% equity of Xiaohu company. Up to now, the industrial and commercial change registration has not been completed. See Announcement No. 2021-003 of the company for the above contents)
(II) main historical evolution and development of main businesses in recent three years
Xiaohu company was established on January 22, 2020. Before the company acquired 40% equity of Yuanheng storage, Yuanheng storage has signed a transfer agreement with Yuanheng energy to transfer 100% equity of Xiaohu company. Up to now, the industrial and commercial change registration has not been completed. See Announcement No. 2021-003 of the company for the above contents. Since its establishment, the main business of Xiaohu company has not changed significantly.
(III) main financial data
As of December 31, 2020, the total assets of Xiaohu company are RMB 275.4138 million, the net assets are RMB -31.0816 million and the total liabilities are RMB 306.4955 million; In 2020, the operating revenue of Xiaohu company in 2020 was RMB 0 million, and the net profit was RMB -827000;
As of September 30, 2021, the total assets of Xiaohu company are RMB 281392800, the net assets are RMB -32759400 and the total liabilities are RMB 314152300; From January to September 2021, the operating revenue of Xiaohu company was RMB 10000 and the net profit was RMB -1677800.
(IV) description of related relationship
Xiaohu company is a company in which Liu Chunming, a director of the gas industry group, the controlling shareholder of the company, serves as a director and senior manager. According to the stock listing rules of Shenzhen Stock Exchange, Xiaohu company is a related party of the company. On November 15, 2021, Liu Chunming resigned from all his positions in Xiaohu company.
(V) situation of the person subject to execution in breach of trust
After inquiry, Xiaohu company is not a dishonest executee.
3、 Main contents of related party transactions
1. The company provides Xiaohu company with financial assistance of 209976000 yuan. The loan term is 18 months, and the loan interest rate is 4.35% (simple interest). The guarantee measures of financial assistance include: Xiaohu company provides mortgage guarantee with the land with the land certificate No. of “09 Guoyong (04) No. 000048”; Yuanheng warehouse provides pledge guarantee with 100% equity of Xiaohu company; Yuanheng storage and Yuanheng energy provide joint and several liability guarantee to the company.
2. For the above financial assistance of RMB 209.976 million, Yuanheng warehouse provides pledge guarantee with 100% equity of Xiaohu company, and Yuanheng warehouse provides joint and several liability guarantee to the company for five years from the date of signing the contract to the expiration of the guaranteed debt performance period, The period of pledge is the period from the date of signing the equity pledge agreement to the date when all guaranteed debts are unconditionally and irrevocably paid and repaid, or the date when the guarantee set under the equity pledge agreement is unconditionally and irrevocably discharged and performed. 3. Xiaohu company provides Yuanheng warehouse with a loan of 208976000 yuan, with a loan term of 18 months and an annual interest rate of 4.35% (simple interest).
4. Yuanheng warehouse provides Xiaohu with a loan of 100000 yuan. The loan term is one year from the date of loan granting, and the loan interest rate is 0.5% per annum.
4、 Pricing policy and basis of transaction
After equal consultation and following the principle of fair and reasonable pricing, the annual interest rate of the company’s financial assistance of 209976000 yuan to Xiaohu company is determined as 4.35% by reference to the bank loan interest rate in the same period, and the annual interest rate of the loan of 208976000 yuan to Yuanheng warehouse by Xiaohu company is determined as 4.35% by reference to the bank loan interest rate in the same period; Since Xiaohu company is a wholly-owned subsidiary of Yuanheng storage, the annual interest rate of 100000 yuan loan provided by Yuanheng storage to Xiaohu company is 0.5%.
When the price of the above related party transactions is determined, Xiaohu company does not belong to the related party of the company, and Yuanheng warehouse does not belong to the holding subsidiary of the company. The transaction price is determined by the relevant parties through commercial negotiation or based on the relationship between the wholly-owned parent and subsidiary based on the current situation. The pricing is fair and reasonable, and there is no damage to the interests of the listed company. 5、 Impact of related party transactions on the company
As of April 20, 2021, Xiaohu company has fully repaid the principal and interest of the above 100000 yuan loan to Yuanheng warehouse; As of October 20, 2021, Yuanheng warehouse has fully repaid the above loan principal and interest of RMB 208976000 to Xiaohu company, Xiaohu company has fully repaid the above loan principal and interest of RMB 209976000 to the company, and the guarantee and equity pledge provided by Yuanheng warehouse to Xiaohu company have been released. The above transactions became connected transactions because the employees appointed by the company to Xiaohu company subsequently served as directors of the controlling shareholder of the company. The relevant transactions are not related transactions when they occur. The transaction terms are determined through commercial negotiations or based on the relationship between wholly-owned parent and subsidiary companies before the occurrence of the related relationship, and the transaction terms are not adjusted due to the occurrence of the related relationship. The transaction terms are fair. Among them, guarantee is provided for related parties, and the creditor of the guaranteed creditor’s rights is the company itself, and there is no situation damaging the interests of the company. Relevant transactions have been performed without dispute or performance of guarantee liability.
The above related party transactions have not had a significant impact on the company’s financial status and operating results, and there is no damage to the interests of the company and minority shareholders.
6、 Accumulated various related party transactions with the related party
In addition to the above connected transactions, as of the date of this announcement, the total amount of other connected transactions that have occurred between the company and the connected person (including other connected persons controlled by the same subject or controlled by each other) is 349800 yuan.
7、 Accumulated amount of external financial assistance
The above financial assistance has been completed, and Xiaohu company has paid off all the principal and interest of financial assistance to the company and Yuanheng warehouse. In addition to the above financial assistance, the total balance of financial assistance provided by the company is 1059142400 yuan, accounting for 31.64% of the audited net assets of the company in the latest period (December 31, 2020); The total balance of financial assistance provided by the company to units outside the consolidated statements is 19.1424 million yuan, accounting for 0.57% of the latest audited net assets of the company (December 31, 2020); There is no case that the company has not recovered the financial assistance within the time limit.
8、 Accumulated external guarantees and overdue guarantees
As of the date of this announcement, the company’s accumulated external guarantee amount is 5426926800 yuan, and the actual external guarantee balance is 1374562400 yuan, accounting for 41.06% of the company’s audited net assets attributable to the parent company in the latest period (December 31, 2020); The company’s actual guarantee balance for units outside the consolidated statements is RMB 10000; The company has no overdue secured loan, no amount of guarantee involved in litigation and the amount of loss to be borne due to the judgment of losing the lawsuit due to the guarantee.
9、 Opinions of the board of directors
The above transactions became connected transactions because the employees appointed by the company to Xiaohu company subsequently served as directors of the controlling shareholder of the company. The relevant transactions are not related transactions when they occur. The transaction terms are determined through commercial negotiations or based on the relationship between wholly-owned parent and subsidiary companies before the occurrence of the related relationship, and the transaction terms are not adjusted due to the occurrence of the related relationship. The transaction terms are fair. Among them, the guarantee is provided for related parties, the guarantee risk is controllable, and the guarantee liability has been relieved. Necessary risk guarantee measures shall be taken for providing financial assistance to related parties, and the risk is generally controllable. The above related party transactions have been performed without dispute or performance of guarantee liability. The above related party transactions have not had a significant impact on the company’s financial status and operating results, and there is no damage to the interests of the company and minority shareholders.
10、 Prior approval and independent opinions of independent directors
(I) prior approval
In the proposal on related transactions with Guangdong Xiaohu LNG Co., Ltd. constituting related party transactions, the related financial assistance matters between the company and Xiaohu company, the loan from Yuanheng storage and the loan from Yuanheng storage to Xiaohu company are reasonably and fairly priced; The risk of related guarantee matters between Yuanheng warehouse, the holding subsidiary of the company, and Xiaohu company is controllable. The above related party transactions have no impact on the independence of the company, nor do they harm the interests of the company’s shareholders, especially the minority shareholders
