Securities code: 002209 securities abbreviation: Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) Announcement No.: 2022-002 Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
Announcement on the actual controller and controlling shareholder’s intention to provide guarantee and related party transactions for the company’s application for credit extension to the bank
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. Basic information of related party transactions
According to the needs of production and operation, the company plans to apply to China Citic Bank Corporation Limited(601998) Guangzhou China Hotel sub branch (hereinafter referred to as ” China Citic Bank Corporation Limited(601998) Guangzhou China Hotel sub branch”) for an exposure credit line of no more than 60 million yuan. Mr. Zhang Songming, the actual controller and controlling shareholder of the company, intends to provide guarantee for the above credit application without any guarantee fee from the company.
2. According to the relevant provisions of article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Mr. Zhang Songming is the connected natural person of the company, and his guarantee to the company constitutes a connected transaction.
3. Deliberations of the board of directors
On January 11, 2022, the company held the 13th meeting of the 7th board of directors. With 6 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on applying for credit from China Citic Bank Corporation Limited(601998) Guangzhou China Hotel sub branch and accepting guarantee from related parties was considered and adopted, and the related director Mr. Zhang Songming avoided voting. The independent directors of the company have expressed their prior approval opinions and independent opinions on the above connected transactions.
4. This transaction does not constitute a major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of related parties
Mr. Zhang Songming, a Chinese national, is currently the chairman of the company. He directly holds 51175449 shares of the company, accounting for 26.21% of the total share capital of the company. He is the actual controller and controlling shareholder of the company and is an associated natural person of the company in accordance with article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange.
3、 Main contents of related party transactions
In order to support the company’s business development and better meet the company’s daily business needs, Mr. Zhang Songming plans to provide joint and several liability guarantee for the company to apply for an open credit line of no more than RMB 60 million to China Citic Bank Corporation Limited(601998) Guangzhou China Hotel sub branch. The specific amount shall be subject to the company’s actual business needs and the bank’s final credit agreement, The guarantee validity period and credit extension period shall also be subject to the final agreement signed between the company and the bank, and the company is exempted from paying guarantee fees.
4、 Transaction purpose and impact on Listed Companies
This connected transaction is that the controlling shareholder of the company provides guarantee for the company’s application for credit line to the bank free of charge. The company does not need to pay guarantee fees to the guarantor for this guarantee, and there is no situation that damages the interests of the listed company and shareholders.
5、 Accumulated various related party transactions with the related party
From the beginning of this year to the disclosure date of this announcement, Mr. Zhang Songming, a related party of the company, did not have other related party transactions with the company except for providing free guarantee for the company’s Bank credit.
6、 Prior approval and independent opinions of independent directors
1. Prior approval:
We believe that the company plans to apply to the bank for credit line due to the needs of business development, and the actual controller and controlling shareholder of the company will provide guarantee for the company without charging any guarantee fee or requiring the company to provide counter guarantee. This related matter is in line with the interests of the company and all shareholders. The independent directors unanimously agreed to submit the above proposal to the board of directors of the company for deliberation.
2. Independent opinion:
It is not conducive to the development of the company’s business plan, nor does it meet the actual requirements of the company’s guarantor and controller for the development of the company’s business, and does not provide any guarantee for the company’s business plan, nor does it reflect the actual requirements of the company’s guarantor and controller for the development of the company’s business. The above related matters are in line with the interests of the company and all shareholders. There is no situation that damages the interests of shareholders, especially minority shareholders, and will not affect the independence of the company and the operating performance of the company. When the board of directors of the company considered the above proposal, the related directors have avoided voting. The review procedure meets the requirements of relevant laws, regulations and normative documents. The independent directors unanimously agree that Mr. Zhang Songming provides guarantee for the company’s application for credit extension from the bank without charging any guarantee fee from the company.
7、 Documents for future reference:
1. Resolution of the 13th meeting of the 7th board of directors
2. Prior approval opinions of independent directors on matters related to the 13th meeting of the seventh board of directors 3. Independent opinions of independent directors on matters related to the 13th meeting of the seventh board of directors
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) board of directors
January 12, 2022
