Securities code: 002418 securities abbreviation: Zhe Jiang Kangsheng Co.Ltd(002418) Announcement No.: 2022-005 Zhe Jiang Kangsheng Co.Ltd(002418)
Announcement on applying for credit from banks and providing asset mortgage and shareholder guarantee
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
Zhe Jiang Kangsheng Co.Ltd(002418) (hereinafter referred to as "the company") convened the 26th meeting of the 5th board of directors and the 23rd Meeting of the 5th board of supervisors on January 11, 2022, deliberated and adopted the proposal on applying for credit from banks and providing asset mortgage and shareholder guarantee. In order to meet the company's production and operation needs and supplement the company's working capital, the company plans to apply to Bank Of China Limited(601988) Chun\'an sub branch (hereinafter referred to as "BOC Chun\'an sub branch") for a comprehensive credit line of RMB 200 million for a period of three years, and mortgage the relevant assets of the company to BOC Chun\'an branch. Meanwhile, Chongqing tuoyang Investment Co., Ltd. (hereinafter referred to as "Chongqing tuoyang"), a shareholder holding more than 5% of the company's shares, provided joint and several liability free guarantee for the company's application for credit extension. This matter constituted a related party transaction, and the related directors Mr. Wang Yungui, Mr. ran Geng and Mr. Shen Zhidong avoided voting.
The matter still needs to be approved by the general meeting of shareholders of the company, and the related parties interested in the related party transaction will withdraw from voting. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Asset mortgage
According to the credit requirements of BOC Chun'an sub branch, the company plans to mortgage (pledge) some assets (including real estate, machinery and equipment) to the bank, as follows:
1. Details of real estate
Serial No. real estate ownership certificate No. land area (㎡) real estate area (㎡) value (10000 yuan)
1 zhe (2018) Chun'an County real estate property right No. 0012556 59933.89 40709.72 8293.00
2 zhe (2018) Chun'an County real estate property right No. 0012557 50954.56 25573.71 5185 00
3 zhe (2018) Chun'an County real estate property right No. 0012410 53738.26 28383.82 5472.00
Total 164626.71 94667.25 18950.00
2. Machinery and equipment
At the same time, according to the internal evaluation report of BOC collateral from 2021 to 2022 (Project No.: zlacr Zi 2021 No. 1124-11), internal evaluation report of BOC collateral from 2021 to 2022 (Project No.: zlacr Zi 2021 No. 1124-22), internal evaluation report of BOC collateral from 2021 to 2022 (Project No.: zlacr Zi 2021 No. 1124-10) According to the internal appraisal report of BOC collateral from 2021 to 2022 (Project No.: zlpazi 2021 No. 1124-9), the company mortgaged the machinery and equipment with a total appraisal value of 140.8325 million yuan to BOC Chun'an sub branch for the above credit extension.
3、 Basic information of the guarantor
1. Company name: Chongqing tuoyang Investment Co., Ltd
2. Date of establishment: February 7, 2012
3. Unified social credit Code: 91500000 5905006378
4. Registered address: 4-10, Zhengjie Street (government building), Fusheng Town, Jiangbei District, Chongqing
5. Legal representative: sun Weiheng
6. Registered capital: 300 million yuan
7. Business scope: investment business; Conference services; Exhibition services; Enterprise marketing planning; Corporate image design; Marketing planning; Engage in construction related business (undertake business with relevant qualification certificates); Market Research; Project management; Technical services; Technology development; Technical consultation; Enterprise management consulting; Business information consulting. [for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments]
8. Ownership structure: Zhonghai Shengrong (Beijing) Capital Management Group Co., Ltd. holds 100%.
9. Related relationship: Chongqing tuoyang and its concerted actor Changzhou Xinghe Capital Management Co., Ltd. hold 25718000 shares of the company, accounting for 22.63% of the total share capital of the company. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, Chongqing tuoyang is an affiliated legal person of the company.
10. After inquiry, Chongqing tuoyang does not belong to the dishonest executee.
4、 Main contents of mortgage and guarantee contract
The company has not signed relevant agreements on the provision of asset mortgage and guarantee for the credit application to the bank. The specific terms and conditions shall be determined by the company, Chongqing tuoyang and the bank through negotiation, and finally the officially signed relevant agreements shall prevail. For this guarantee, Chongqing tuoyang, the guarantor, will not charge the company any fees.
5、 Transaction purpose and impact on the company
This credit extension is based on the daily business needs of the company. The final credit line and term will be subject to the agreement actually signed between the company and the bank. The specific amount will be subject to the actual business needs of the company and the amount actually incurred between the bank and the company. The mortgaged assets and the free guarantee provided by the shareholders are required for the company's normal bank credit and loans, and have no significant impact on the company's financial status and operating results this year.
6、 Prior approval and independent opinions of independent directors
1. Prior approval opinion
After carefully reviewing the relevant materials submitted by the board of directors of the company, we believe that the company's application for credit and the provision of asset mortgage and shareholder guarantee to Bank Of China Limited(601988) Chun'an sub branch is based on the needs of the company's daily production and operation, which is helpful to solve the company's working capital demand, conducive to the sustainable development of the company, and does not damage the interests of the company and minority shareholders.
2. Independent opinion
When the board of directors of the company deliberated on this matter, the related directors have avoided voting, and the procedures comply with the relevant provisions of relevant laws, regulations and the articles of association. The company's application to the bank for credit and the provision of asset mortgage and shareholder guarantee is conducive to the sustainable operation of the company, in line with the overall interests of the company, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
7、 Documents for future reference
1. Resolutions of the 26th meeting of the 5th board of directors;
2. Resolutions of the 23rd Meeting of the 5th board of supervisors;
3. Prior approval and independent opinions of independent directors on matters related to the 26th meeting of the 5th board of directors.
It is hereby announced.
January 12, 2002
