Securities code: 600149 securities abbreviation: Langfang Development Co.Ltd(600149) Announcement No.: pro 2022-003 Langfang Development Co.Ltd(600149)
Announcement on the resolutions of the 16th meeting of the ninth board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
(I) the convening of this board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) the company sent the notice of the board meeting on January 21, 2022 by telephone, e-mail and other means, and the meeting materials were delivered by e-mail, written report and other means.
(III) the company held this meeting by means of communication voting on January 24, 2022. (IV) the number of directors who should attend the meeting is 11, and the number of directors actually attending the meeting is 11.
(V) the meeting was presided over by Wang Dawei, chairman of the company.
2、 Deliberations of the board meeting
(I) proposal on providing guarantee for bank financing of subordinate holding companies
Langfang Guangyan heating Co., Ltd. (hereinafter referred to as “Guangyan heating”), a holding company of the company, intends to apply for financing from the bank in order to supplement working capital. The main information is as follows:
(I) Guangyan heating plans to apply for a loan of 10 million yuan from the business department of Langfang Bank Co., Ltd. (hereinafter referred to as “Langfang bank business department”) to pay for coal purchase. The loan term is 12 months, and the fixed interest rate of the loan is 3.75% of the annualized interest rate, with monthly interest settlement. The company provides joint and several liability guarantee for the above loans of Guangyan heating, and Guangyan heating provides counter guarantee for the company with all its assets.
(II) Guangyan heating plans to apply to Industrial Bank Co.Ltd(601166) Langfang Branch (hereinafter referred to as “industrial Langfang Branch”) for a comprehensive credit line of 75 million yuan and an exposure line of 30 million yuan for daily business turnover. The exposure amount of 30 million yuan will be put into use in the later stage by issuing bank acceptance bills. 30% of the deposit will be paid each time, and the maximum term of the bills is one year. Guangyan heating provides mortgage guarantee for the exposure limit of 30 million yuan with the use right of national useful land and the ownership of aboveground real estate under its name. Langfang Huayi development Smart Energy Co., Ltd. (hereinafter referred to as “Huayi development”), a subsidiary holding company of the company, provides joint and several liability guarantee for Guangyan heating. Guangyan heating provides counter guarantee for Huayi development with all its assets.
The independent directors believe that the provision of guarantee and counter guarantee between the company and its subordinate holding companies is to meet the needs of the normal operation of its subordinate companies, and the financial risk is within the controllable range. There is no situation that damages the interests of the company and shareholders. The deliberation and voting procedures of the above guarantee matters comply with the provisions of relevant laws and regulations, and the guarantee matters are agreed.
The board of Directors believes that this financing and guarantee is to meet the normal business needs of Guangyan heating, conducive to the realization of sound development, and will not have a significant adverse impact on production and operation. It agrees with the above financing matters. All parties to this guarantee have sufficient ability to repay debts. The risk of this guarantee is controllable. The counter guarantee can protect the interests of the company and will not damage the interests of the company and shareholders. We agree to the above guarantee. For details, see the announcement on providing guarantee for bank financing of subordinate holding companies (Announcement No.: p.2022-004) disclosed at the same time with this announcement. The 2020 annual general meeting of shareholders of the company deliberated and approved the proposal on the company’s 2021 annual financing and guarantee plan, and authorized the board of directors to decide that the company (including Huayi development and Guangyan heating) should apply to banks and other financial institutions for a financing amount of no more than 140 million yuan, and provide guarantees for the financing amount of no more than 140 million yuan. The authorization period is from the date of deliberation and approval of the company’s 2020 annual general meeting to the convening of the 2021 annual general meeting (see the company’s Announcement No. 2021-006 and 2021-012 for details). The amount of this financing and guarantee is within the scope of the financing and guarantee amount in 2021 and does not need to be submitted to the general meeting of shareholders for deliberation.
Voting results: 11 in favor, 0 against and 0 abstention. It was adopted after deliberation.
It is hereby announced.
Langfang Development Co.Ltd(600149) board of directors
January 24, 2022
