Securities code: 002395 securities abbreviation: Wuxi Double Elephant Micro Fibre Material Co.Ltd(002395) Announcement No.: 2022-003 Wuxi Double Elephant Micro Fibre Material Co.Ltd(002395)
Announcement on loans from controlling shareholders and related party transactions of wholly-owned subsidiaries
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
Chongqing shuangxiang super fiber material Co., Ltd. (hereinafter referred to as "Chongqing shuangxiang"), a wholly-owned subsidiary of Wuxi Double Elephant Micro Fibre Material Co.Ltd(002395) (hereinafter referred to as "the company"), intends to sign a loan agreement with the controlling shareholder Jiangsu shuangxiang Group Co., Ltd. (hereinafter referred to as "shuangxiang group") in order to ensure the smooth implementation and early operation of the investment project, It is agreed that shuangxiang group will provide Chongqing shuangxiang with a maximum loan of no more than RMB 40 million to support the construction of Chongqing shuangxiang project. The loan interest rate is based on the bank's benchmark loan interest rate for the same period, and the loan term is no more than 1 year. Chongqing shuangxiang can make repayment in advance according to its own business conditions.
2. Association description
Chongqing shuangxiang is a wholly-owned subsidiary of the company, and shuangxiang group is the controlling shareholder of the company. This transaction constitutes a related party transaction.
3. The company held the 12th meeting of the 6th board of directors and the 11th meeting of the 6th board of supervisors on January 13, 2022, deliberated and adopted the proposal on loans and related party transactions from wholly-owned subsidiaries to controlling shareholders, and related directors Tang Yuefeng, Liu Lianwei, Gu Xihong and Wang Hao avoided the vote, The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the matter. According to the company law, the articles of association, the company's decision-making system for connected transactions and the stock listing rules of Shenzhen Stock Exchange (revised in 2022), this connected transaction does not need to be submitted to the general meeting of shareholders for review and approval after it is deliberated and approved by the board of directors.
4. 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、 Basic information of related parties
Name: Jiangsu shuangxiang Group Co., Ltd
Unified social credit Code: 91320214136343336d
Address: No. 156, Houzhai Middle Road, Hongshan street, Xinwu District, Wuxi City
Office location: No. 156, Houzhai Middle Road, Hongshan street, Xinwu District, Wuxi City
Legal representative: Tang Bingquan
Registered capital: 102.669 million yuan
Company type: limited liability company
Business scope: manufacturing and processing of rubber and plastic machinery and polyurethane resin (excluding hazardous chemicals); Sales of metal materials, building materials, wood, chemical equipment, chemical products (excluding dangerous goods), textiles, electrical appliances, daily necessities and building decoration materials (excluding paint and coating); Rubber and plastic machinery technical services; Lease of owned real estate. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Tang Bingquan, the controlling shareholder of shuangxiang group, holds 68.44% equity of shuangxiang group and is the actual controller.
Shuangxiang group was established on April 9, 1985 and is in good operating condition.
Main financial data:
As of December 31, 2020 (audited), shuangxiang group had total assets of 2990049500 yuan and net assets of 1077447900 yuan; In 2020, the operating revenue was 2111.9061 million yuan and the net profit was 56.3451 million yuan.
As of September 30, 2021 (Unaudited), shuangxiang group had total assets of 3075851400 yuan and net assets of 1186889500 yuan; From January to September 2021, the operating revenue was 2344084900 yuan and the net profit was 109.4416 million yuan.
Related party relationship: Chongqing shuangxiang is a wholly-owned subsidiary of the company, and shuangxiang group is the controlling shareholder of the company. This transaction constitutes a related party transaction.
Shuangxiang group is in good operation, is not a dishonest party, and has the ability to perform its contractual obligations.
3、 Pricing policy, pricing basis and fairness of related party transactions
The loan interest rate of this transaction is based on the benchmark loan interest rate of the bank in the same period. The financing cost borne by the wholly-owned subsidiary Chongqing Chaoxian meets the market interest rate standard. The interest expense is fair and reasonable, and there is no damage to the interests of the company and all shareholders.
4、 Main contents of related party transaction agreement
Chongqing shuangxiang borrows no more than RMB 40 million from shuangxiang group. The loan interest rate is based on the bank's benchmark loan interest rate for the same period, and the loan term is no more than 1 year. Chongqing shuangxiang can repay in advance according to its own operation without providing any guarantee or mortgage.
5、 Purpose of related party transactions and its impact on the company
The controlling shareholder shuangxiang group provides loans to Chongqing shuangxiang, a wholly-owned subsidiary, in order to support the construction of Chongqing shuangxiang project, promote Chongqing shuangxiang to promote the project construction quickly, efficiently, high quality and high level, and strive for the early completion and operation of the project. The related party transactions of both parties are fair and reasonable, will not have an adverse impact on the company's financial status, operating results and independence, and will not damage the interests of the company and all shareholders, especially minority shareholders.
6、 Accumulated various related party transactions with the related party
In addition to the related party transactions of this loan, from the beginning of 2022 to the disclosure date, the total amount of various related party transactions between the company and the controlling shareholder shuangxiang group and its controlled companies and other related parties totaled 0 yuan.
7、 Prior approval opinions and independent opinions of independent directors
(I) prior approval
Upon review, the independent directors believe that:
The wholly-owned subsidiary Chongqing shuangxiang super fiber material Co., Ltd. borrows from the controlling shareholder Jiangsu shuangxiang Group Co., Ltd. to ensure the smooth implementation of the investment project and put into operation as soon as possible, which reflects the controlling shareholder shuangxiang group's support and confidence in the development of the company and can accelerate the completion and operation of Chongqing shuangxiang project as soon as possible. The loan interest rate is based on the benchmark loan interest rate of the bank in the same period, the transaction pricing is fair and reasonable, in line with the market level, and the company does not need to provide any guarantee or mortgage, and there is no situation that damages the interests of the company, shareholders, especially minority shareholders.
We agree to submit the matter to the board of directors for deliberation. When the board of directors deliberates the above proposals, four connected directors from related parties need to avoid voting.
(II) independent opinions
Upon review, the independent directors believe that:
1. The wholly-owned subsidiary Chongqing shuangxiang borrowed money from the controlling shareholder shuangxiang group to ensure the smooth implementation and early operation of the investment project, which reflects the controlling shareholder shuangxiang group's support and confidence in the development of the company and can promote the early completion and operation of Chongqing shuangxiang project. The loan interest rate is based on the benchmark loan interest rate of the bank for the same period, the transaction pricing is fair and reasonable, in line with the market level, and the company does not need to provide any guarantee or mortgage, and there is no situation that damages the interests of the company, shareholders, especially minority shareholders;
2. When the board of directors considered this related party transaction, the related directors avoided voting, and the voting procedures were in line with relevant laws and regulations, the articles of association and other relevant provisions. We agree to this matter, which does not need to be submitted to the general meeting of shareholders for deliberation and approval.
8、 Opinions of the board of supervisors
After review, the board of supervisors held that Chongqing shuangxiang super fiber material Co., Ltd., a wholly-owned subsidiary of the company, intends to apply for a loan with a total amount of no more than RMB 40 million from the controlling shareholder Jiangsu shuangxiang Group Co., Ltd., which is a reasonable arrangement according to the needs of its project construction. The pricing basis and transaction price of this related party transaction are fair, fair and reasonable, Comply with the provisions of relevant laws and regulations, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The review and decision-making procedures of this matter comply with the provisions of laws, regulations and relevant systems, and the board of supervisors agrees to this connected transaction.
9、 Documents for future reference
1. Resolutions of the 12th meeting of the 6th board of directors;
2. Resolutions of the 11th meeting of the 6th board of supervisors;
3. Prior approval opinions of independent directors on loans from controlling shareholders and related party transactions of wholly-owned subsidiaries;
4. Independent opinions of independent directors on loans from controlling shareholders and related party transactions of wholly-owned subsidiaries;
5. Loan agreement.
It is hereby announced
Wuxi Double Elephant Micro Fibre Material Co.Ltd(002395)
Board of directors
January 13, 2002
