China Securities Co.Ltd(601066)
About Jiangsu Nata Opto-Electronic Material Co.Ltd(300346)
Provide verification opinions on loan extension and related party transactions to holding subsidiaries
China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) " or "sponsor") as a sponsor of Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) (hereinafter referred to as " Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) " or "company") issuing shares to specific objects and listing on the gem in 2020, in accordance with the measures for the administration of securities issuance and listing sponsorship business and the rules for the listing of shares on the gem of Shenzhen Stock Exchange In accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, the matters of Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) providing loan extension and related party transactions to holding subsidiaries have been verified. The details are as follows:
1、 Overview of loan extension and related party transactions
In order to meet the needs of the business development of the holding subsidiary Shandong feiyuan Gas Co., Ltd. (hereinafter referred to as "feiyuan gas") and ensure the capital needs of the daily operation of feiyuan gas, the company held the 23rd Meeting of the seventh board of directors on January 21, 2020 and deliberated and adopted the proposal on providing loans to the holding subsidiary, It is agreed that the company will provide a loan of 60 million yuan to feiyuan gas, with an annual interest rate of 7.2%, and the loan deadline is January 21, 2022. The above borrowings are about to expire. In order to continue to support the development of feiyuan gas, the company decided to extend the above borrowings to January 21, 2024 and charge interest at an annual interest rate of 7.2%.
The source of funds for the loan is self raised by the company. Other shareholders of feiyuan gas do not have the ability to provide loans for feiyuan gas, so they do not provide loans for feiyuan gas in the same proportion this time. The company holds 72.83% of the shares of feiyuan gas, has absolute control over it, and enjoys the corresponding right of interest distribution. Therefore, the company unilaterally provides loans to it and charges interest according to the actual loan amount and time. The interest rate is not lower than the bank loan interest rate in the same period. There is no case of transferring interests to related parties or damaging the interests of the company and all shareholders.
Feiyuan gas promises to provide mortgage guarantee for the loan. When the above guarantee is insufficient to pay off the debt, Mr. Song Xuezhang, who directly holds 15.58% of the shares of feiyuan gas, and Ms. Wang Yanqiu, his spouse, agree to act as joint and several co guarantors to pay off 27.17% of the remaining debt.
Mr. Song Xuezhang is the deputy general manager of the company, and his provision of guarantee for feiyuan gas constitutes a related party transaction stipulated in the Listing Rules of gem shares of Shenzhen Stock Exchange.
2、 Basic information of flying source gas
1. Company name: Shandong feiyuan Gas Co., Ltd
2. Unified social credit Code: 91370322ma3q66tg0h
3. Registered capital: one hundred and twenty-seven million one hundred and ten thousand three hundred and sixty-seven yuan only
4. Type: limited liability company
5. Date of establishment: July 10, 2019
6. Legal representative: Chen Jinjun
7. Address: No. 5, No. 4 road, Gaoqing Chemical Industrial Park, Gaocheng Town, Gaoqing County, Zibo City, Shandong Province
8. Business term: July 10, 2019 to no term
9. Business scope: production of hazardous chemicals; Experience in hazardous chemicals. (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: Sales of chemical products (excluding licensed chemical products); Import and export of goods. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
10. Ownership structure:
Shareholder's name (full name) registered capital (10000 contribution ratio, contributor yuan) (%) type
Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) 9257.0367 72.8268 currency
Song Xuezhang 1980.0000 15.5770 currency
Qingdao feiyuan fossil venture capital partnership (limited partnership) 1474.0000 11.5962 currency
Total 12711.0367 100.0000
The participating shareholders of feiyuan gas do not include the largest shareholder of the company and its affiliates.
11. Main financial indicators:
Unit: 10000 yuan
December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 58712.22 75440.56
Total liabilities 31465.4 41080.13
Owner's equity 27246.82 34360.43
Asset liability ratio 53.59% 54.45%
Project 2020: January 1 to September 30, 2021 (audited) (Unaudited)
Operating income 31914.78 37135.43
Total profit 4979.28 8010.85
Net profit 4391.77 7113.61
12. Credit status: feiyuan gas is in good credit status and is not a dishonest executee.
Three. The basic information of the related persons 1, Song Xuezhang's name: stateless: Chinese ID number: 370305*********18 Residence: Address: Wenxing garden, Zhangdian Road, Zhangdian, Zibo, China. The address is: Taiwan Industrial Park in Gaoqing County, Zibo City, Shandong Province, has the right of permanent residence in other countries and regions: whether or not the person who has failed in the letter is: no
Related relationship: Mr. Song Xuezhang has served as the deputy general manager of the company since January 11, 2021.
2, Wang Yanqiu has been used: stateless: China ID number: 370305*********4X
Address: Wenxing garden, century garden, Liantong Road, Zhangdian District, Zibo City, Shandong Province
Mailing address: Taiwan Industrial Park, Gaoqing County, Zibo City, Shandong Province
Whether it has the right of permanent residence in other countries and regions: none
Dishonest executee: no
Related relationship: Ms. Wang Yanqiu is the spouse of Mr. Song Xuezhang, deputy general manager of the company.
4、 Risk prevention measures
The company's loan extension for flying source gas is carried out without affecting its normal operation. Flying source gas currently operates stably and has established a good risk control system. During the loan period, the company will strengthen the operation and management of flying source gas and implement effective risk control such as financial and fund management to ensure the safety of the company's funds. Meanwhile, feiyuan gas provided mortgage guarantee for the loan, and its minority shareholder Mr. Song Xuezhang and his spouse agreed to provide guarantee, which effectively reduced the possible risks faced by the company. The loan extension will not have a significant adverse impact on the normal operation of the company and will not damage the interests of the company and all shareholders.
5、 The company's accumulated loan amount for flying source gas
From December 2019 to now, the company has used its own funds to provide loans to feiyuan gas for daily operation of 190 million yuan, and used the raised funds to provide loans to feiyuan gas for the implementation of raised investment projects of 104.748 million yuan. In December 2021, feiyuan gas returned the company's loan of 90 million yuan for daily operation.
As of the date of issuance of this verification opinion, the loan amount provided by the company to feiyuan gas for daily operation with its own funds is RMB 100 million, and the loan amount provided to feiyuan gas for the implementation of raised investment projects with raised funds is RMB 104.748 million.
6、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of 2022 to the issuance date of this verification opinion, the company has no related party transactions with Mr. Song Xuezhang.
7、 Relevant review and approval procedures and opinions of intermediaries
(I) opinions of the board of directors
Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) the board of directors held the 9th meeting of the 8th board of directors on January 17, 2022, deliberated and adopted the proposal on loan extension and related party transactions to holding subsidiaries.
The board of Directors believes that the company's loan extension to the holding subsidiary feiyuan gas is to meet the needs of its actual business development, help support its main business development and meet the overall interests of the company and all shareholders. The object of this loan is the holding subsidiary of the company, which is in good operation and has the ability to perform the contract, and the company can implement effective risk control; Necessary mortgage guarantee and guarantee measures have been taken to effectively reduce the possible risks faced by the company. Therefore, it is agreed that the company will provide loan extension and related party transactions.
(II) prior approval opinions and independent opinions of independent directors
Prior approval opinion: the company provided the holding subsidiary with loan extension, which was guaranteed by related parties, which effectively reduced the possible risks faced by the company. This connected transaction is in line with the interests of the company and all shareholders, there are no acts and circumstances damaging the interests of minority shareholders, and it is in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange. We agree to submit this related party transaction proposal to the board of directors of the company for deliberation.
Independent opinion: the company provides loan extension according to the capital demand of feiyuan gas, which is conducive to the business development of feiyuan gas and the overall development of the company, and will not affect the production, operation and asset status of the company. The guarantee by related parties effectively reduces the possible risks faced by the company. The relevant decision-making procedures comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the interests of shareholders, especially minority shareholders. Therefore, we agree to provide loan extension and related party transactions to our holding subsidiaries.
(III) opinions of the board of supervisors
The board of supervisors held that the company provided loan extension to feiyuan gas, and the related parties provided guarantee, and the financial risk was basically within the controllable range. The contents and decision-making procedures of the loan provided this time comply with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of gem shares of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies No. 2 - standardized operation of GEM listed companies, as well as the articles of association. The procedures are legal, and the relevant connected transactions comply with the requirements of relevant laws and regulations, There is no situation that damages the interests of the company and shareholders. Therefore, we agree to provide the holding subsidiary with loan extension and related party transactions.
8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company's loan extension and related party transactions for the holding subsidiary feiyuan gas have been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued their prior approval opinions and agreed independent opinions, and fulfilled the necessary approval procedures; The above borrowings do not harm the interests of minority shareholders, are in line with the interests of all shareholders and the company, and comply with relevant provisions such as Shenzhen Stock Exchange gem stock listing rules, self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies, etc. In conclusion, the recommendation institution has no objection to the loan extension and related party transactions provided by the company to its holding subsidiaries. (no text below)
(there is no text on this page, which is the seal page of China Securities Co.Ltd(601066) verification opinions on Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) providing loan extension and related party transactions to holding subsidiaries)
Sponsor representative:
Anyuan Zhouyang
China Securities Co.Ltd(601066) mm / DD / yy
