Securities code: 002610 securities abbreviation: Jiangsu Akcome Science And Technology Co.Ltd(002610) Announcement No.: 2022-003 Jiangsu Akcome Science And Technology Co.Ltd(002610)
Announcement on resolutions of the 65th extraordinary meeting of the 4th 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 the board of directors:
The 65th interim meeting of the Fourth Board of directors of Jiangsu Akcome Science And Technology Co.Ltd(002610) (hereinafter referred to as “the company” or ” Jiangsu Akcome Science And Technology Co.Ltd(002610) “) was held on January 12, 2022 in the conference room on the third floor of Jintang road company, Zhangjiagang Economic Development Zone by on-site combined with communication voting (all directors were notified by e-mail on January 11, 2022). The meeting was presided over by the chairman, Mr. Zou Chenghui. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting, including independent directors Geng naifan, he Qian and Yang Shenggang, who attended the meeting by means of communication voting, and the company’s supervisors and senior managers attended the meeting as nonvoting delegates. The convening procedures of this meeting comply with the company law of the people’s Republic of China and other laws, regulations and the articles of association, and are legal and effective. 2、 Deliberations at the board meeting:
After deliberation, all directors considered the following proposals by open ballot:
(I) the meeting adopted the proposal on applying for debt financing credit in 2022 by 9 affirmative votes, 0 negative votes and 0 abstention votes
In order to ensure sufficient cash flow in 2022 and in combination with the business plan for 2022, the company and its holding subsidiaries (including new holding subsidiaries within the validity period or other companies included in the consolidated statements) intend to apply for a comprehensive credit line of RMB 4.5 billion from commercial banks, policy banks and non bank financial institutions, and the final line shall be subject to the amount approved by the financial institutions. The scope of credit line includes stock credit, new financing and renewal of stock financing. The financing methods include but are not limited to bank loans, bank acceptance bills, commercial bill discount, letters of credit, financial leasing, trust, bond financing, etc.
In order to ensure the handling efficiency of the company’s financing business, the general meeting of shareholders is requested to authorize the directors Zou Chenghui, Yuan Yuan, Zhang Jinjian and Zou Xiaoyu to jointly sign the resolution documents of specific financing business within the scope of the above-mentioned credit line in 2022 according to the needs of the company or the negotiation results with banks or other financial institutions, and no separate board of directors or general meeting of shareholders will be held. Authorized legal representative Zou Chenghui to sign credit agreement, financing agreement and other relevant legal contracts and documents, and handle other matters related to such agreements. The financing business exceeding the above limit can be implemented only after the board of directors or the general meeting of shareholders deliberates and makes a resolution in accordance with relevant regulations. The company will perform the obligation of information disclosure in accordance with relevant laws and regulations.
Within the above credit line of 4.5 billion yuan, the company may allocate the line among commercial banks and other financial institutions as appropriate; It is agreed that the company shall apply for the above credit line and handle specific financing business by means of mortgage of its own assets and seeking third-party guarantee. After the general meeting of shareholders approves the proposal and before the next new credit line is approved, the company will not issue a resolution of the board of directors on the application for a single financing business within the credit line that does not exceed the amount of the credit line in the future unless otherwise required.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
(II) the meeting adopted the proposal on providing guarantee for the financing of holding subsidiaries in 2022 by 9 affirmative votes, 0 negative votes and 0 abstention votes
For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and http://www.cn.info.com.cn Announcement on providing guarantee for financing of holding subsidiaries in 2022 (Announcement No.: 2022-004).
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) the meeting deliberated and adopted the proposal on providing external guarantee in 2022 one by one
1. The meeting adopted the proposal on continuing to provide guarantee for Suzhou Aikang film new material Co., Ltd. with 7 affirmative votes, 0 negative votes and 0 abstention votes
The 38th extraordinary meeting of the 4th board of directors, the 2nd extraordinary general meeting in 2021, the 54th extraordinary general meeting of the 4th board of directors and the 9th extraordinary general meeting in 2021 considered and approved to provide guarantee for the loan of Suzhou Aikang film new material Co., Ltd. (hereinafter referred to as “Aikang film”) with a total amount of no more than 60 million yuan, The guarantee period is one year. As of the disclosure date of this announcement, the actual guarantee contract amount is 30 million yuan. After the expiration of the above guarantee period, the company intends to continue to provide guarantee for its loan within the limit of 60 million yuan, including but not limited to joint and several liability guarantee, pledge guarantee by holding the equity or assets of its subsidiaries, etc., and the guarantee period is one year. Jiangsu energy chain Technology Co., Ltd. (hereinafter referred to as “Jiangsu energy chain”) provides counter guarantee for this guarantee in the form of joint and several liability guarantee. In the past 12 months, Aikang film is other enterprises controlled by Jiangsu Aikang Industrial Group Co., Ltd., the controlling shareholder of the company, which constitutes a connected relationship according to paragraph 4 of 6.3.3 of the stock listing rules of Shenzhen Stock Exchange, and this guarantee constitutes a connected guarantee.
Related directors Zou Chenghui and Zou Xiaoyu have avoided voting.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
2. The meeting adopted the proposal on continuing to provide guarantee for Jiangsu Aikang Industrial Group Co., Ltd. with 7 affirmative votes, 0 negative votes and 0 abstention votes
The 38th extraordinary meeting of the Fourth Board of directors and the second extraordinary general meeting of shareholders in 2021 approved the provision of guarantee for the loan of Jiangsu Aikang Industrial Group Co., Ltd. (hereinafter referred to as “Aikang industry”) with a total amount of no more than 470 million yuan, with a guarantee period of one year. As of the disclosure date of this announcement, the actual guarantee contract amount is RMB 100 million. After the expiration of the above guarantee period, the company intends to continue to provide guarantee for its loan within the amount of RMB 200 million, including but not limited to joint and several liability guarantee, mortgage and pledge guarantee by holding the equity or assets of its subsidiaries, etc., and the guarantee period is one year. Jiangxi Huigu Supply Chain Management Co., Ltd. (hereinafter referred to as “Jiangxi Huigu”) provides counter guarantee for this guarantee in the form of joint and several liability guarantee.
The guaranteed party Aikang industry is the controlling shareholder of the company. According to article (I) of paragraph 2 of article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a related party guarantee.
Related directors Zou Chenghui and Zou Xiaoyu have avoided voting.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
3. The meeting adopted the proposal on continuing to provide guarantee for Shanghai Aikang fulona Financial Leasing Co., Ltd. with 6 affirmative votes, 0 negative votes and 0 abstention votes
The 38th extraordinary meeting of the Fourth Board of directors and the second extraordinary general meeting of shareholders in 2021 deliberated and approved to provide guarantee for the loan of Shanghai Aikang fulona Financial Leasing Co., Ltd. (hereinafter referred to as “fulona financial leasing”) with a total amount of no more than 427 million yuan, with a guarantee period of one year.
As of the disclosure date of this announcement, the actual guarantee contract amount is 6 million yuan. After the expiration of the above guarantee period, the company intends to continue to provide guarantee for its loan within the amount of RMB 6 million, including but not limited to joint and several liability guarantee, pledge guarantee by holding the equity or assets of its subsidiaries, etc., and the guarantee period is one year. Aikang industry and Jiangxi Huigu provide counter guarantee for this guarantee in the form of joint and several liability guarantee.
The directors and senior managers of the company concurrently serve as the directors of the guaranteed party. According to article (IV) of paragraph 2 of article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a related party guarantee.
Affiliated directors Zou Chenghui, Yuan Yuan and Zou Xiaoyu have avoided voting.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
4. The meeting adopted the proposal on continuing to provide guarantee for Suzhou Aikang Energy Group Co., Ltd. with 7 affirmative votes, 0 negative votes and 0 abstention votes
The 38th extraordinary meeting of the Fourth Board of directors, the second extraordinary general meeting in 2021, the 52nd extraordinary general meeting of the Fourth Board of directors and the ninth extraordinary general meeting in 2021 considered and approved the provision of guarantee for the loan of Suzhou Aikang Energy Group Co., Ltd. (hereinafter referred to as “Aikang energy”) with a total amount of no more than RMB 963.15 million, The guarantee period is one year. As of the disclosure date of this announcement, the actual guarantee contract amount is 672.15 million yuan. After the expiration of the above guarantee period, the company intends to continue to provide guarantee for its loan within the amount of 1584.3 million yuan, including but not limited to joint and several liability guarantee, pledge guarantee by holding the equity or assets of its subsidiaries, etc. the guarantee period is one year. Jiangsu energy chain and Jiangxi Huigu provide counter guarantee for this guarantee in the form of joint and several liability guarantee.
The guaranteed party Aikang energy is other enterprises controlled by Mr. Zou Chenghui, the actual controller of the company. According to article (II) of paragraph 2 of article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange, this guarantee constitutes a related guarantee.
Related directors Zou Chenghui and Zou Xiaoyu have avoided voting.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
5. The meeting adopted the proposal on continuing to provide guarantee for Nantong Aikang Metal Technology Co., Ltd. with 9 affirmative votes, 0 negative votes and 0 abstention votes
The 38th extraordinary meeting of the 4th board of directors, the 2nd extraordinary general meeting in 2021, the 56th extraordinary general meeting of the 4th board of directors and the 10th extraordinary general meeting in 2021 considered and approved the provision of guarantee for the loan of Nantong Aikang Metal Technology Co., Ltd. (hereinafter referred to as “Nantong metal”) with a total amount of no more than RMB 100 million, The guarantee period is one year. As of the disclosure date of this announcement, the actual guarantee contract amount is 48 million yuan. After the expiration of the above guarantee period, the company intends to continue to provide guarantee for its loan within the amount of 96 million yuan, including but not limited to joint and several liability guarantee, pledge guarantee by holding the equity or assets of its subsidiaries, etc., and the guarantee period is one year. Jiangsu Junhao metal products manufacturing Co., Ltd. (hereinafter referred to as “Junhao metal”) provides counter guarantee for this guarantee in the form of joint and several liability guarantee. Meanwhile, Junhao metal provides pledge counter guarantee by holding the equity of Nantong Aikang metal.
Article (IV) of paragraph 2 stipulates that this transaction constitutes related party guarantee.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
6. The meeting adopted the proposal on continuing to provide counter guarantee for Ganzhou Development Investment Holding Group Co., Ltd. with 9 affirmative votes, 0 negative votes and 0 abstention votes
The 38th extraordinary meeting of the 4th board of directors The second extraordinary general meeting of shareholders in 2021 considered and approved the provision of counter guarantee for the guarantee provided by Ganzhou Development Investment Holding Group Co., Ltd. (hereinafter referred to as “ganfa group”) to Ganzhou Development Financial Leasing Co., Ltd. (hereinafter referred to as “ganfa lease”) with a total amount of no more than RMB 2922.9487 million, with a guarantee period of one year. Ganfa group is the controlling shareholder of ganfa leasing, a joint-stock company of the company. Ganfa group provides guarantee for the financing of ganfa leasing. The company provides counter guarantee for the above guarantee provided by ganfa group for ganfa leasing according to the shareholding ratio in ganfa leasing. As of the disclosure date of this announcement, the amount of counter guarantee contract actually provided is 966.5959 million yuan. After the expiration of the above guarantee period, the company intends to continue to provide counter guarantee for its guarantee within the amount of 966.5959 million yuan. The counter guarantee methods include but are not limited to joint and several liability guarantee, pledge guarantee by holding the equity or assets of its subsidiaries, etc. the guarantee period is one year.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
7. The meeting adopted the proposal on continuing to provide guarantee for Jiangxi Huigu Supply Chain Management Co., Ltd. with 7 affirmative votes, 0 negative votes and 0 abstention votes
The 38th extraordinary meeting of the Fourth Board of directors and the second extraordinary general meeting of shareholders in 2021 approved the provision of guarantee for the loan of Jiangxi Huigu with a total amount of no more than 70 million yuan, with a guarantee period of one year. As of the disclosure date of this announcement, the actual guarantee contract amount is RMB 10000. After the expiration of the above guarantee period, the company intends to continue to provide guarantee for its loan within the limit of 60 million yuan, including but not limited to joint and several liability guarantee, pledge guarantee by holding the equity or assets of its subsidiaries, etc., and the guarantee period is one year. Aikang industry and Jiangyin Aikang Agricultural Technology Co., Ltd. (hereinafter referred to as “Aikang agriculture”) provide counter guarantee for this guarantee in the form of joint and several liability guarantee.
In the past 12 months, the directors of the company concurrently served as the directors of the guaranteed party, which constituted a connected relationship in accordance with paragraph 4 of article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, and this guarantee constituted a connected guarantee.
Related directors Zou Chenghui and Zou Xiaoyu have avoided voting.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
8. The meeting adopted the proposal on continuing to provide guarantee for Yichuan Jiakang Power Co., Ltd. with 9 affirmative votes, 0 negative votes and 0 abstention votes
The 38th extraordinary meeting of the Fourth Board of directors, the second extraordinary general meeting in 2021, the 49th extraordinary general meeting of the Fourth Board of directors and the eighth extraordinary general meeting in 2021 considered and approved to provide guarantee for the loan of Yichuan Jiakang Power Co., Ltd. (hereinafter referred to as “Yichuan Jiakang”) with a total amount of no more than RMB 173.7 million, The guarantee period is one year. The company signed the guarantee contract with ganfa leasing on December 27, 2018 to guarantee the lease principal of RMB 120 million and other expenses such as interest under the financial lease contract signed by Yichuan Jiakang and ganfa leasing. The guarantee period is 5 years, from December 27, 2018 to December 26, 2023. As of the disclosure date of this announcement, the balance of the above financial lease loans was 99.0571 million yuan. The company intends to continue to provide guarantee for the principal, interest and other expenses of the financial lease under the above guarantee contract until the termination of the contract. Jiangsu energy chain provides counter guarantee for this guarantee in the form of joint and several liability guarantee.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
9. The meeting adopted the decision on continuing to serve Chaoyang Aikang power with 8 affirmative votes, 0 negative votes and 0 abstention votes
