Securities code: 300121 securities abbreviation: Shandong Yanggu Huatai Chemical Co.Ltd(300121) Announcement No.: 2022-001 Shandong Yanggu Huatai Chemical Co.Ltd(300121)
Announcement on resolutions of the fourth meeting of the Fifth Board of directors
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、 Convening of board meeting
The notice of the fourth meeting of the Fifth Board of directors of Shandong Yanggu Huatai Chemical Co.Ltd(300121) (hereinafter referred to as “the company”) was delivered to all directors by hand and communication on January 5, 2022. The meeting was held in the conference room on the third floor of the company on January 11, 2022. There are 7 directors who should attend the meeting, 7 directors who personally attend the meeting, including 3 independent directors. The meeting was presided over by Mr. Wang Wenbo, chairman of the company, and some supervisors and senior managers of the company attended the meeting as nonvoting delegates, which was in line with the provisions of the company law of the people’s Republic of China and the articles of association. 2、 Deliberations of the board meeting
The meeting considered and adopted the following proposals by open ballot:
1. The proposal on continuing to sign mutual insurance agreement with Shandong gufengyuan Biotechnology Group Co., Ltd. was deliberated and adopted
The 13th meeting of the 4th board of directors held on December 12, 2019 and the first extraordinary general meeting of 2019 held on December 30, 2019 considered and approved the proposal on continuing to sign a mutual insurance agreement with Shandong gufengyuan Biotechnology Group Co., Ltd., and signed a mutual insurance agreement after deliberation and approval, It is agreed with Shandong gufengyuan Biotechnology Group Co., Ltd. (hereinafter referred to as “gufengyuan”) to provide guarantee for working capital loans, bank acceptances and other credit businesses handled by the opposite party to the bank with an accumulated amount of no more than 105 million yuan and a maximum period of no more than 1 year for a single business within the validity period of the agreement, which shall be subject to the relevant agreements signed between the two parties and the bank, Valid for one year. At the same time, both parties agree that the guarantee balance provided by both parties to the other party shall not exceed RMB 76.8 million at any time point during the mutual insurance period. For the guarantee provided by the above company for Gu Fengyuan, Gu Fengyuan’s controlling shareholder Zhu Bingchen and his spouse LV Yang, Zhu Peifeng, the son of Zhu Bingchen and his spouse Wang Jing, and Shandong baianrui Biological Pharmaceutical Co., Ltd., controlled by Zhu Peifeng, will provide joint and several liability counter guarantee to the company.
Within the guarantee scope of the above mutual guarantee agreement, on February 29, 2020, the company signed the guarantee contract with Industrial And Commercial Bank Of China Limited(601398) Yanggu sub branch, agreeing to provide joint and several liability guarantee for the liabilities of RMB 10 million formed by the working capital loan contract signed by Gu Fengyuan and Industrial And Commercial Bank Of China Limited(601398) Yanggu sub branch.
At the 23rd Meeting of the 4th board of directors held on March 9, 2021, the company deliberated and adopted the proposal on continuing to sign a mutual insurance agreement with Shandong gufengyuan Biotechnology Group Co., Ltd., and signed a mutual insurance agreement after deliberation and approval, which agreed with Gu Fengyuan, The company provided guarantee for the extension of 10 million yuan loan of Gu Fengyuan in Industrial And Commercial Bank Of China Limited(601398) Yanggu sub branch and the repayment of 27 million yuan of three loans (13 million yuan, 8 million yuan and 6 million yuan respectively) in Qilu Bank Co.Ltd(601665) Liaocheng Yanggu sub branch. Meanwhile, Gu Fengyuan promised to repay the bank loan principal guaranteed by the company at least 10 million yuan before December 31, 2021, and control the total guarantee amount of the company to Gu Fengyuan below 56.5 million yuan. For the guarantee provided by the above company for Gu Fengyuan, Gu Fengyuan’s controlling shareholder Zhu Bingchen and his spouse LV Yang, Zhu Peifeng, the son of Zhu Bingchen and his spouse Wang Jing, and Shandong baianrui Biological Pharmaceutical Co., Ltd., controlled by Zhu Peifeng, will provide joint and several liability counter guarantee to the company.
Within the guarantee scope of the above mutual insurance agreement, Gu Fengyuan signed the loan extension agreement with Industrial And Commercial Bank Of China Limited(601398) Yanggu sub branch on March 27, 2021 to extend part of the above loans in Industrial And Commercial Bank Of China Limited(601398) Yanggu sub branch, including repayment of 1 million yuan, extension amount of 9 million yuan, and the loan term was extended to February 10, 2022. The company provides joint and several liability guarantee for the above liabilities of 9 million yuan formed by gufengyuan and Industrial And Commercial Bank Of China Limited(601398) Yanggu sub branch.
Since the above loan is about to expire, after friendly negotiation, both parties intend to continue to sign the mutual insurance agreement. Gu Fengyuan plans to continue to extend the loan in Industrial And Commercial Bank Of China Limited(601398) Yanggu sub branch by 9 million yuan, and the company plans to continue to provide guarantee for the extension of Gu Fengyuan’s above loan. Meanwhile, Gu Fengyuan promised to repay the bank loan principal guaranteed by the company at least 10 million yuan before December 31, 2022, and control the total guarantee amount of the company to Gu Fengyuan below 46.49 million yuan. For the guarantee provided by the above company for Gu Fengyuan, Gu Fengyuan’s controlling shareholder Zhu Bingchen and his spouse LV Yang, Zhu Peifeng, the son of Zhu Bingchen and his spouse Wang Jing, and Shandong baianrui Biological Pharmaceutical Co., Ltd., controlled by Zhu Peifeng, will provide joint and several liability counter guarantee to the company.
The company intends to authorize the legal representative to sign (or sign one by one) relevant guarantee agreements with financial institutions from the date when the above matters are approved by the board of directors, and no separate board of directors will be held.
After review, the board of Directors believes that the company’s continued signing of mutual insurance agreement with Gu Fengyuan can provide financial guarantee for the company’s production and operation. The company’s guarantee balance for Gu Fengyuan has decreased year by year. This guarantee for the extension of Gu Fengyuan’s stock loan will not increase the company’s cumulative guarantee balance for Gu Fengyuan. While the company provides guarantee for Gu Fengyuan, the controlling shareholder of Gu Fengyuan Zhu Bingchen and his spouse LV Yang, Zhu Peifeng, the son of Zhu Bingchen and his spouse Wang Jing, and Shandong baianrui Biological Pharmaceutical Co., Ltd. controlled by Zhu Peifeng also provide counter guarantee for the company. The company will pay close attention to the credit and operation of Gu Fengyuan, and will take measures to gradually reduce the guarantee amount to Gu Fengyuan to further reduce the guarantee risk of the company. The signing of the mutual insurance agreement with Gu Fengyuan will not damage the interests of the company and shareholders, and comply with relevant provisions such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, the notice on regulating the external guarantee behavior of listed companies and the articles of association.
The independent directors of the company have expressed their independent opinions on this proposal. See the gem information disclosure website designated by the CSRC for the specific contents of the independent opinions of the independent directors and the announcement on continuing to sign a mutual insurance agreement with Shandong gufengyuan Biotechnology Group Co., Ltd.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
2. The proposal on terminating the issuance of convertible corporate bonds by gem to unspecified objects and withdrawing the application documents was deliberated and adopted
In view of the change of refinancing policy, up to now, the company has not obtained the review opinions on the energy conservation of the fixed asset investment project of the raised investment project. Taking into account the current internal and external actual situation and the company’s development plan and other factors, the company has decided to withdraw the application document for issuing convertible corporate bonds to unspecified objects on the gem after full consultation with intermediaries of all parties. The company’s termination of the issuance of convertible corporate bonds to unspecified objects on the gem will not have a material impact on the company’s production and operation activities, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
The independent directors of the company have expressed their independent opinions on this proposal. See the gem information disclosure website designated by the CSRC for the specific contents of the independent opinions of the independent directors and the announcement on terminating the issuance of convertible corporate bonds to unspecified objects on the gem and withdrawing the application documents.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
3、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting.
It is hereby announced.
Shandong Yanggu Huatai Chemical Co.Ltd(300121) board of directors January 11, 2002
