Securities code: Guangdong Enpack Packaging Co.Ltd(002846) securities abbreviation: Guangdong Enpack Packaging Co.Ltd(002846) Announcement No.: 2022030 bond Code: 128079 bond abbreviation: Yinglian convertible bond
Guangdong Enpack Packaging Co.Ltd(002846)
Announcement on the guarantee and related party transactions provided by the controlling shareholders for the credit financing application of the company and its subsidiaries in 2022
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.
Guangdong Enpack Packaging Co.Ltd(002846) (hereinafter referred to as “the company”) held the 20th meeting of the third board of directors and the 19th meeting of the third board of supervisors respectively on April 23, 2022, and deliberated and adopted the proposal on the application of the company and its subsidiaries for credit and financing lines to relevant financial institutions in 2022 and the proposal on the provision of guarantee and related party transactions by controlling shareholders for the application of credit and financing by the company and its subsidiaries in 2022, And agreed to submit the above proposal to the general meeting of shareholders of the company for deliberation. The relevant information is hereby announced as follows: I. overview of related party transactions
(I) credit and financing matters
On April 23, 2022, the 20th meeting of the third board of directors of the company deliberated and adopted the proposal on the application of the company and its subsidiaries for credit and financing lines from relevant financial institutions in 2022, in order to meet the capital needs of the company and its subsidiaries for business development and daily operation, It is proposed that the company and its subsidiaries apply to relevant financial institutions (including but not limited to banks, financial leasing companies, etc.) for credit financing with a total amount of no more than RMB 2 billion (including this amount) in 2022. The specific contents are as follows:
1. In 2022, the company and its subsidiaries intend to apply to relevant financial institutions (including but not limited to banks, financial leasing companies, etc.) for a credit and financing line of no more than RMB 1.2 billion (including this amount), including but not limited to financial leasing, working capital loan, bank acceptance bill, letter of credit, bill discount, letter of credit, accounts receivable factoring, etc. the specific amount and business type shall be subject to the actual signed contract, Within the authorization period, the credit line can be recycled.
2. According to the project construction and development plan and actual financial situation of the company and its subsidiaries, the company and its subsidiaries intend to apply to financial institutions for medium and long-term comprehensive credit and financing lines of no more than RMB 800 million (including this amount), with a term of no more than 60 months (including 60 months), including but not limited to financial leasing, project loans, M & A loans, etc. the specific amount and business types shall be subject to the actual signed contract. Within the authorization period, It can be recycled within the credit line.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The application for the above comprehensive credit line is valid from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of convening the 2022 annual general meeting of shareholders.
In order to improve work efficiency and ensure the timeliness of handling procedures for financing business, the board of directors requested the general meeting of shareholders to authorize the chairman and his authorized personnel to handle specific procedures within the above limit and sign relevant contract documents.
(II) guarantee matters
On April 23, 2022, the 20th meeting of the third board of directors of the company deliberated and approved the proposal on the guarantee and related party transaction provided by the controlling shareholder for the credit financing application of the company and its subsidiaries in 2022. According to the actual needs, it is proposed that Mr. Weng Weiwu, one of the controlling shareholder and actual controller of the company, will provide guarantee, guarantee and Provide guarantee for the above credit line with a total amount of no more than RMB 2 billion (including this amount) by means of mortgage guarantee. The above guarantee provided by Mr. Weng Weiwu for the company’s application for credit financing is exempted from the guarantee fee.
The related directors Mr. Weng Weiwu, Mr. Weng Weijia and Ms. Weng Baojia avoided the voting of the above proposal, and the independent directors issued their prior approval opinions and agreed independent opinions. This proposal still needs to be approved by the 2021 annual general meeting of shareholders, and the related persons interested in the related transaction will give up their voting rights on the proposal at the general meeting of shareholders. The validity period of this guarantee resolution is from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders. The specific guarantee period is subject to the actual signing of the guarantee contract. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
Mr. Weng Weiwu is the controlling shareholder and one of the actual controllers of the company and is not a dishonest executor. As of the date of this announcement, Mr. Weng Weiwu holds 5779200000 shares of the company, accounting for 29.04% of the total share capital of the company. This guarantee for the company’s application for credit line will not lead to the change of the actual controller of the company, which belongs to the situation of connected natural persons specified in paragraph 3 of article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange. Therefore, the guarantee provided by Mr. Weng Weiwu, the controlling shareholder and one of the actual controllers, for the company and its subsidiaries to apply for credit financing constitutes a connected transaction.
3、 Main contents of the agreement
At present, relevant agreements have not been signed, and the specific contents shall be subject to the signed agreements.
4、 From the beginning of the year to the disclosure date, the total amount of various related party transactions with the related party has been accumulated
From the beginning of the year to the disclosure date of this announcement, the total amount of connected transactions between the company and the above connected persons is 0 yuan.
5、 Guarantee purpose and impact on the company
The purpose of Mr. Weng Weiwu, the controlling shareholder and one of the actual controllers of the company, to provide guarantee and connected transaction for the credit line applied by the company and its subsidiaries this time is to better meet the capital needs of the company’s business development, daily operation and important project construction, support the long-term development of the company, meet the interests of the company and all shareholders, and will not have an adverse impact on the company’s operating performance. This time, Mr. Weng Weiwu provided guarantee for the company and its subsidiaries without charging guarantee fees or requiring the company to provide counter guarantee. There is no situation that damages the interests of the company and its shareholders, especially minority shareholders.
6、 Prior approval opinions and independent opinions of independent directors
(I) prior approval opinions of independent directors
All independent directors of the company approved the above-mentioned related party transactions in advance, and issued the following prior approval opinions after careful review and discussion:
1. The company has communicated with us in advance about Mr. Weng Weiwu, the controlling shareholder and one of the actual controllers, who intends to provide guarantee for the company and its subsidiaries to apply for credit financing and related party transactions. We listened to the reports of relevant personnel and reviewed relevant materials.
2. We believe that the matter is open, fair, reasonable and compliant. The guarantee provided by Mr. Weng Weiwu, the controlling shareholder and one of the actual controllers, for the company and its subsidiaries to apply for credit financing is exempted from the guarantee fee, which is in line with the interests of the company and all shareholders, does not damage the interests of minority shareholders and the company, and is conducive to the long-term development of the company.
3. When considering this matter, the procedure is legal, the basis is sufficient, and the related guarantee behavior meets the requirements of relevant laws and regulations.
During the consideration of this matter, the affiliated directors Mr. Weng Weiwu, Mr. Weng Weijia and Ms. Weng Baojia need to withdraw.
We agree to submit the proposal to the board of directors of the company for deliberation and voting.
(II) independent opinions expressed by independent directors
1. Mr. Weng Weiwu, the controlling shareholder and one of the actual controllers of the company, provided guarantees for the credit lines of the company and its subsidiaries to form related party transactions. The company followed the principles of market fairness, impartiality and openness in accordance with the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, This matter is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders.
2. During the consideration of this matter, the related directors Mr. Weng Weiwu, Mr. Weng Weijia and Ms. Weng Baojia avoided, the procedure was legal and the basis was sufficient, and the relevant acceptance of related party guarantees and related party transactions met the requirements of relevant laws and regulations.
We agree that Mr. Weng Weiwu, the controlling shareholder and one of the actual controllers, provides guarantee for the company and its subsidiaries to apply for credit line and related party transactions, and agree to submit the matter to the general meeting of shareholders of the company for deliberation, and the related shareholders need to avoid voting on the matter.
7、 Opinions of the board of supervisors
Mr. Weng Weiwu, the controlling shareholder and one of the actual controllers of the company, provided guarantees for the company and its subsidiaries to apply for comprehensive credit and financing lines from financial institutions, supported the development of the company and its subsidiaries, and the guarantee was exempted from the payment of guarantee fees, which reflected the support of the controlling shareholder to the company, was in line with the interests of the company and all shareholders, and would not have an adverse impact on the operating performance of the company. This matter and its deliberation procedures comply with the provisions of relevant laws and regulations and relevant rules and regulations of the company, and there is no situation that damages the interests of the company and other non affiliated shareholders, especially small and medium-sized shareholders.
9、 Documents for future reference
1. Guangdong Enpack Packaging Co.Ltd(002846) the resolution of the 20th meeting of the third board of directors
2. The 19th meeting of the board of supervisors
3. Guangdong Enpack Packaging Co.Ltd(002846) independent directors’ prior approval opinions on matters related to the 20th meeting of the third board of directors
4. Guangdong Enpack Packaging Co.Ltd(002846) independent directors’ independent opinions on matters related to the 20th meeting of the third board of directors
It is hereby announced.
Guangdong Enpack Packaging Co.Ltd(002846) board of directors
April 25, 2002
