Stock Code: Shenzhen Huakong Seg Co.Ltd(000068) stock abbreviation: Shenzhen Huakong Seg Co.Ltd(000068) Announcement No.: 202235 Shenzhen Huakong Seg Co.Ltd(000068)
Announcement on applying to the controlling shareholder for loan extension
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
Shenzhen Huakong Seg Co.Ltd(000068) (hereinafter referred to as “the company”) deliberated and adopted the proposal on the company’s application for loans from controlling shareholders at the 45th extraordinary meeting of the sixth board of directors and the 2019 annual general meeting of shareholders. The company signed the loan contract with the controlling shareholder Shenzhen huarongtai Asset Management Co., Ltd. (hereinafter referred to as “huarongtai”) and applied for a loan amount of 74 million yuan to pay the principal and interest of the loan of financial institutions and supplement working capital, with an annual interest rate of 5% and a loan term of 1 year, calculated from the date of withdrawal. At present, the company plans to apply to huarongtai for loan extension for one year to repay the loan and supplement working capital.
Up to now, huarongtai directly holds 26.48% of the shares of the company and is the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the loan extension constitutes a related party transaction. The company held the 13th interim meeting of the 7th board of directors on May 19, 2022, and adopted the proposal on applying for loan extension from the controlling shareholder huarongtai with 7 affirmative votes, 0 negative votes, 0 abstention votes and 4 avoidance votes. The independent directors of the company gave their prior approval and independent opinions on the related party transaction. The proposal still needs to be approved by the general meeting of shareholders, and the controlling shareholder huarongtai will withdraw from voting.
This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Introduction to related parties
Company name: Shenzhen huarongtai Asset Management Co., Ltd
Date of establishment: June 29, 2009
Company address: 29b, Yinglong Business Building, No. 11, Shangbao East Road, Futian District, Shenzhen
Registered capital: 6514226299 yuan
Enterprise type: limited liability company
Business scope: asset management; Investment consultation (excluding restricted projects); Investment in industry (specific projects will be reported separately); China’s trade (excluding monopoly, exclusive control and monopoly commodities).
Description of related relationship: huarongtai holds 266533049 shares of the company, accounting for 26.48% of the total share capital, and is the controlling shareholder of the company.
Upon inquiry, huarongtai does not belong to the dishonest executee.
Main financial indicators of huarongtai in recent years:
Unit: 10000 yuan
Balance sheet December 31, 2021 March 31, 2022
Current assets 2064595619419799
Non current assets 5648461055930457
Total assets 7713056675350257
Current liabilities 2359669222491067
Non current liabilities 2265843122317166
Total liabilities 4625512244808233
Owner’s equity 3087544430542024
Income statement January March 2022, 2021
Total operating income 173453304880194
Operating profit -1788211 -213740
Total profit -1748700 -189231
Net profit -1732383 -212833
3、 Main contents of loan extension
Extension loan limit: 740 million yuan;
Purpose of loan: repayment of loan and supplement of working capital;
Extension interest rate: 5%;
Extension period: calculated from the due date of the loan, the extension period is 1 year, and the principal and interest can be repaid at maturity (prepayment is allowed). 4、 Pricing policy and basis of transaction
The interest rate of this extension is 5%. The interest rate pricing of loan extension follows the principles of fairness, rationality and fairness, conforms to the market price, and does not damage the interests of the listed company and all shareholders.
5、 Purpose and impact of related party transactions on the company
1. This loan extension is conducive to alleviating the company’s capital demand, further reducing the financing cost, ensuring the normal development of the company’s business, and is in line with the interests of the company and all shareholders.
2. This related party transaction will not have a significant impact on the company’s financial status, operating results and independence, and the company’s main business will not rely on related parties due to this related party transaction.
6、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
In addition to the above related party transactions, the total amount of various related party transactions between the company and the related person and its subsidiaries from the beginning of the year to the disclosure date was 2.351 million yuan.
7、 Prior approval and independent opinions of independent directors
The proposal on applying for loan extension from the controlling shareholder huarongtai has been submitted to the independent directors of the company for prior approval in accordance with relevant regulations. The independent directors agreed to the matter and submitted it to the 13th interim meeting of the seventh board of directors of the company for deliberation and approval. And express the following independent opinions on this matter:
This loan extension is based on the company’s capital needs. This related party transaction follows the principles of market fairness, impartiality and openness, which is in line with the interests of the company and all shareholders. There is no case that related parties infringe on the interests of the company and damage the interests of all shareholders, especially small and medium-sized shareholders, which is in line with the interests of the company and all shareholders. The voting procedures of the board of directors of the company comply with relevant laws and regulations, normative documents and the articles of association, and the related directors avoided voting.
Therefore, it is agreed that the company will apply to the controlling shareholder huarongtai for loan extension and submit it to the general meeting of shareholders for deliberation.
8、 Documents for future reference
1. Resolution of the 13th interim meeting of the seventh board of directors;
2. Prior approval opinions of independent directors on matters related to the 13th interim meeting of the seventh board of directors;
3. Independent opinions of independent directors on matters related to the 13th interim meeting of the seventh board of directors; It is hereby announced.
Shenzhen Huakong Seg Co.Ltd(000068) board of directors may 20, 2002
