Securities code: 300345 securities abbreviation: Hunan Huamin Holdings Co.Ltd(300345) Announcement No.: (2022) 003 Hunan Huamin Holdings Co.Ltd(300345)
Announcement on providing financial assistance and related party transactions to holding subsidiaries
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Hunan Huamin Holdings Co.Ltd(300345) (hereinafter referred to as "the company") held the 25th meeting of the Fourth Board of directors and the 20th meeting of the Fourth Board of supervisors on January 14, 2022, deliberated and adopted the proposal on providing financial assistance and related party transactions to holding subsidiaries. The relevant information is hereby announced as follows: I. overview of the financial assistance
In order to support the business development of the holding subsidiary Hunan Hongyu Intelligent Manufacturing Co., Ltd. (hereinafter referred to as "Hongyu intelligent"), the board of directors agreed that the company would provide Hongyu intelligent with financial assistance with a total amount of no more than 25 million yuan without affecting its normal production and operation. The source of financial assistance provided by the company is the company's own funds.
As natural person shareholders, Mr. Luo Defu and Ms. Wan Jianlin, other shareholders of Hongyu intelligence, do not have the economic ability to provide the same proportion of financial assistance and guarantee for Hongyu intelligence due to their limited financial ability. Therefore, they will not provide the same proportion of financial assistance and guarantee for this financial assistance. Mr. rodford has served as a director and chief engineer of the company in the past 12 months; Ms. Wan Jianlin is the wife and sister of Mr. Ren Lijun, a shareholder holding more than 5% of the company; Mr. rodford and Ms. Wan Jianlin are connected natural persons of the company, and this financial assistance constitutes a connected transaction. Within the authority of the board of directors, this transaction does not need to be submitted to the general meeting of shareholders for deliberation, and does not constitute a major asset restructuring as stipulated in the measures for the administration of major asset restructuring of listed companies.
2、 Basic information of related parties
Related party I:
1. Basic information
Name: rodford
Gender: Male
Nationality: Chinese nationality
Address: No. 68, Jinsha West Road, Jinzhou new area, Ningxiang County, Changsha City, Hunan Province
2. Association relationship
Mr. rodford holds 10% equity of Hongyu intelligent, a holding subsidiary of the company, and has served as a director and chief engineer of the company in the past 12 months. He is an associated natural person of the company.
Except for the above circumstances, there is no other related relationship between Mr. rodford and the company. After verification, Mr. rodford is not a dishonest person.
Related party II:
1. Basic information
Name: Wan Jianlin
Gender: Female
Nationality: Chinese nationality
Address: No. 68, Jinsha West Road, Jinzhou new area, Ningxiang County, Changsha City, Hunan Province
2. Association relationship
Ms. Wan Jianlin holds 12.5% of the equity of Hongyu intelligent, a holding subsidiary of the company. She is the wife and sister of Mr. Ren Lijun, a shareholder holding more than 5% of the company. She is an associated natural person of the company.
Except for the above circumstances, there is no other related relationship between Ms. Wan Jianlin and the company. After verification, Ms. Wan Jianlin is not a dishonest person.
3、 Basic information of financial aid object
1. Basic information
Company name: Hunan Hongyu Intelligent Manufacturing Co., Ltd
Date of establishment: December 28, 2015
Registered address: No. 68, Jinsha West Road, Jinzhou new area, Ningxiang County, Changsha City, Hunan Province
Legal representative: Ouyang Shaohong
Registered capital: 40 million yuan
Business scope: metal surface treatment and heat treatment processing; Repair of special equipment; Self operated and acting as an agent for the import and export of various commodities and technologies; Except for the commodities and technologies restricted or prohibited from import and export by the state; Manufacturing of metal wear-resistant materials, wear-resistant and impact resistant materials and metal surface treatment machinery. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Ownership structure:
Name of shareholder subscribed capital contribution (10000 yuan) contribution proportion (%)
Hunan Huamin Holdings Co.Ltd(300345) 3,100 77.5
Wan Jianlin 500 12.5
Rodford 400 10
Total 4000 100
3. Main financial data of the latest year and the latest period:
Unit: Yuan
Project September 30, 2021 December 31, 2020
Total assets 46524987.39 39115649.66
Total liabilities 18983220.23 14298141.60
Total receivables 18287062.74 10988035.13
Total amount involved in contingencies --
Net assets 27541767.16 24817508.06
Project from January to September 2021 to 2020
Operating income 29885423.33 25151084.01
Operating profit 2737609.10 3084560.58
Net profit 2724259.10 2961253.12
Net cash flow from operating activities: 809645.65 -17304033.72
Note: the financial data of 2020 was audited by Tianzhi International Certified Public Accountants (special general partnership). The financial data of the third quarter of 2021 was preliminarily calculated by the financial department and was not audited.
4. Other
Hongyu intelligence does not have judicial measures such as pledge, seizure and freezing, nor does it belong to the dishonest executee. 4、 Main contents of financial assistance
At present, the company has not signed a specific agreement with Hongyu intelligence on this proposal. The company will sign the agreement in accordance with relevant regulations. The main contents of the agreement are as follows:
1. Amount and duration of financial assistance: the company plans to provide Hongyu intelligence with financial assistance with a total amount of no more than 25 million yuan, which will be paid in separate amounts according to the actual business needs within the limit. The term shall be subject to the actual loan agreement.
2. Source of funds: self owned funds.
3. Purpose of fund: for the production and operation of Hongyu intelligent.
4. Loan interest rate: Based on the actual use time of the funds, the interest shall be paid at a rate not lower than the benchmark loan interest rate for the same period published by the people's Bank of China, which shall be subject to the actual loan agreement.
The board of directors authorizes the chairman to handle the signing of agreements related to this financial assistance, the payment of financial assistance funds, and the signing of supplementary agreements on outstanding matters within the scope of authorization of the board of directors.
5、 Accumulated financial assistance provided by the company
As of the disclosure date of this announcement, except for the holding subsidiaries, the company has not provided other external financial assistance, nor has the external financial assistance been overdue.
6、 Purpose of this transaction and its impact on the company
At present, Hongyu intelligence is in a period of business growth, with good operation and great demand for funds. In order to make up for its capital gap, the company provides financial assistance to Hongyu intelligence without affecting its own production and operation. Considering the company's holding position in Hongyu intelligence, the operation mode of group management and the principle of compensation for financial assistance, the company can implement effective risk control in its business, finance and fund management, and its current operation is growing steadily, so the risk of the above financial assistance is controllable. At the same time, the company will continue to strengthen the supervision and management of its holding subsidiaries in accordance with the requirements of internal control to ensure the safety of funds.
The financial assistance provided by the company to Hongyu intelligence this time does not damage the interests of the company and its shareholders, especially the minority shareholders, and will not have a significant impact on the financial status and operating results of the listed company.
7、 Opinions of independent directors
(I) prior approval opinions of independent directors
All independent directors of the company believe that the financial assistance and related party transactions are necessary and reasonable to meet the capital needs of Hongyu intelligent business. The above related party transactions comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and are in the interests of the company and all shareholders. We unanimously agree to submit the above proposal to the 25th meeting of the Fourth Board of directors for deliberation.
(II) opinions of independent directors
All independent directors of the company believe that the financial assistance and related party transactions make up for the fund gap in the daily operation of Hongyu intelligence and contribute to the further development of its business. The fund use rate is not lower than the benchmark loan interest rate for the same period published by the people's Bank of China. The voting procedures are legal and compliant, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree to provide financial assistance and related party transactions.
8、 Opinions of the board of supervisors
The board of supervisors believes that the financial assistance and related party transactions can effectively solve the provisions of Hongyu intelligent's daily business laws, regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The board of supervisors agreed to this related party transaction.
9、 Documents for future reference
1. Resolutions of the 25th meeting of the 4th board of directors;
2. Resolutions of the 20th meeting of the 4th board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 25th meeting of the Fourth Board of directors; 4. Independent opinions of independent directors on matters related to the 25th meeting of the Fourth Board of directors.
It is hereby announced.
Hunan Huamin Holdings Co.Ltd(300345) board of directors
January 15, 2002
