Securities code: 002192 securities abbreviation: Youngy Co.Ltd(002192) Announcement No.: 2022-004 Youngy Co.Ltd(002192)
Announcement on the amount of financial assistance and guarantee provided by controlling shareholders and actual controllers for the company in 2022
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
In order to support the company’s production and operation, project construction and strategic development in 2022, the controlling shareholder of the company Rongjie Investment Holding Group Co., Ltd. (hereinafter referred to as “Rongjie group”) and the actual controller Mr. LV Xiangyang plan to provide a total amount of financial assistance and guarantee of 1.2 billion yuan for the company (including subsidiaries within the scope of consolidated statements, hereinafter referred to as “the company”), The transaction contract shall be valid within one year from the date of approval by the general meeting of shareholders. Among them, the amount of financial assistance shall not exceed 500 million yuan, and the fund occupation fee shall be calculated according to the loan interest rate of the financial institution that Rongjie group obtains the funds in the same period; The guarantee amount shall not exceed 700 million yuan, which shall be provided free of charge. The above total amount refers to the maximum amount of financial assistance and guarantee received by the company from the controlling shareholder and the actual controller. The financial assistance can be received by providing funds, entrusted loans, payment on behalf of the controlling shareholder and the actual controller.
In 2021, Rongjie group and its controlled enterprises provided the company with 114 million yuan of paid financial assistance and 120 million yuan of free guarantee.
Rongjie group is the controlling shareholder of the company, Mr. LV Xiangyang is the actual controller of the company, and Rongjie group and Mr. LV Xiangyang provide financial assistance and guarantee amount for the company, which constitutes a connected transaction. It has been deliberated at the 24th Meeting of the seventh board of directors held on January 26, 2022, and the connected directors Mr. LV Xiangyang, Mr. Zhang Shunxiang and Mr. Xie Yegen avoided voting. Independent directors have issued their prior approval opinions and agreed independent opinions. See http://www.cn.info.com.cn for details.
In accordance with the provisions of the stock listing rules, the guidelines for self regulatory supervision of listed companies and the articles of association, this proposal shall be submitted to the general meeting of shareholders for deliberation, and the affiliated shareholder Rongjie group and its persons acting in concert shall avoid voting when the general meeting of shareholders deliberates this proposal.
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
(I) Rongjie group, the controlling shareholder
1. Basic information
Company name: Rongjie Investment Holding Group Co., Ltd
Type: limited liability company (invested or controlled by natural person)
Address: room 4501, No. 5, Zhujiang West Road, Tianhe District, Guangzhou
Legal representative: LV Xiangyang
Registered capital: 70 million yuan
Date of establishment: April 18, 1995
Unified social credit Code: 91440101231224546a
Main business: equity investment and industrial operation. The investment field involves new energy, new materials, new technology and related industries.
2. Ownership structure
Rongjie group was founded by LV Xiangyang and Zhang Changhong in 1995. Since its establishment, it has been controlled by LV Xiangyang and Zhang Changhong. LV Xiangyang now directly holds 89.50% of the shares of Rongjie group; Zhang Changhong directly holds 10.50% of the shares of Rongjie group.
The main business of Rongjie group has developed well in the past three years. The financial data of the latest year are as follows:
September 30, 2021 December 31, 2020
Total assets (10000 yuan) 4908145.39 4017854.55
Net assets (10000 yuan) 3308929.39 2690427.18
January September 2021 2020
Operating income (10000 yuan) 32577441 337159.56
Net profit (10000 yuan) 41401.09 43982.51
Note: the above financial data have not been audited.
(II) actual controller: Mr. LV Xiangyang
Mr. LV Xiangyang, the actual controller, chairman and President of the company, also serves as the chairman of Rongjie group and is the actual controller of Rongjie group.
Mr. LV Xiangyang worked in Chaohu branch of the people’s Bank of China; He co founded Byd Company Limited(002594) (002594. SZ) with Mr. Wang Chuanfu in February 1995 and Rongjie Investment Holding Group Co., Ltd. in April 1995. Since July 4, 2014, he has served as the chairman and President of the company, as well as the chairman of Rongjie Investment Holding Group Co., Ltd., Youngy Health Co.Ltd(300247) (300247. SZ), vice chairman and non-executive director of Byd Company Limited(002594) (002594. SZ), chairman of Guangzhou Wenshi Information Technology Co., Ltd., chairman of Nanjing rongjiekang Biotechnology Co., Ltd., chairman of Guangdong Rongjie Financial Leasing Co., Ltd Director of Anhua Agricultural Insurance Co., Ltd., honorary president of Guangdong Anhui chamber of Commerce, honorary president of Guangdong Manufacturing Association, honorary president of Guangdong Industrial Development Promotion Association, Byd Company Limited(002594) vice president of charity foundation, etc.
Mr. LV Xiangyang has decades of experience in industrial investment and financial investment. He has more than ten years of industrial operation experience in lithium batteries and new energy materials, and has made extraordinary achievements in these fields.
(III) description of association relationship
Rongjie group is the controlling shareholder of the company, Mr. LV Xiangyang is the actual controller, chairman and President of the company, and Mr. LV Xiangyang is also the chairman and actual controller of Rongjie group. According to the relevant provisions of article 6.3.3 of the stock listing rules, Rongjie group and Mr. LV Xiangyang are related parties of the company, Rongjie group and Mr. LV Xiangyang provide financial support and guarantee amount for the company, which constitutes a connected transaction.
(IV) credit status
Rongjie group and Mr. LV Xiangyang have good credit and are not included in the list of dishonest Executees.
3、 Main contents of related party transactions
The total amount of financial assistance and guarantee provided by Rongjie group and Mr. LV Xiangyang to the company is 1.2 billion yuan; Among them, the amount of financial assistance shall not exceed 500 million yuan, and the fund occupation fee shall be calculated according to the loan interest rate of the financial institution obtained by Rongjie group in the same period; The guarantee amount shall not exceed 700 million yuan, which shall be provided free of charge.
The above total amount refers to the maximum amount of financial assistance and guarantee provided by the controlling shareholder and the actual controller to the company. The financial assistance can be carried out by means of direct provision of funds, entrusted loans, agency payments, etc.
4、 Pricing principle and basis of related party transactions
In order to support the company’s strategic development and project construction in 2022, and give full play to the role of controlling shareholders and actual controllers, the above financial assistance is provided with compensation, and the fund occupation fee is calculated according to the loan interest rate of the financial institution obtained by Rongjie group in the same period; The guarantee is provided free of charge.
5、 Main contents of related party transaction agreement
No agreement has been signed for this connected transaction. After the approval of the general meeting of shareholders, the company will sign a financial assistance agreement or guarantee agreement with related parties according to the actual needs.
6、 The purpose of this connected transaction and its impact on the listed company
The amount of financial assistance and guarantee provided by the controlling shareholders and actual controllers to the company is mainly based on the needs of the company’s operation, project construction and strategic development, which is conducive to saving financial expenses, reducing financing costs and improving financing efficiency. It also fully reflects the support of the controlling shareholders and actual controllers to the listed company. The above funds are mainly used to supplement the company’s working capital or project construction, which is conducive to improving the efficiency of fund use and promoting the sustainable and stable development of the company. The amount of financial assistance and guarantee provided to the company does not occupy the company’s funds, and does not damage the interests of the company and its shareholders, especially minority shareholders and non affiliated shareholders, which will not have a significant adverse impact on the company’s financial status, operating results and independence.
7、 Accumulated various connected transactions with the connected person
From the beginning of 2022 to the disclosure date, the company had related party transactions of 2.968 million yuan in sales type and 88.4906 million yuan in purchase type with enterprises controlled by Rongjie group; The company returned 10 million yuan of financial assistance provided by Rongjie group in the previous year.
8、 Prior approval and independent opinions of independent directors
The independent directors of the company approved the related party transaction in advance and expressed their agreed independent opinions. Details are as follows:
(I) prior approval
“We believe that the amount of financial assistance and guarantee provided by the controlling shareholders and actual controllers to the listed company reflects their confidence and support for the development of the company. The fund occupation fee of financial assistance is calculated according to the loan interest rate of the financial institution that obtains the funds from Rongjie group in the same period, and the guarantee is provided free of charge, which is conducive to ensuring the implementation of the company’s strategic objectives and meeting the company’s production economy The demand for operating and project construction funds does not harm the interests of the company and minority shareholders, and complies with the provisions of relevant laws, regulations and the articles of association of the company.
We agree to submit this matter to the 24th Meeting of the 7th board of directors of the company for deliberation, and the related directors need to withdraw from voting. “
(II) independent opinions
“1. The related party transaction is a powerful measure for the controlling shareholders and actual controllers of the listed company to support the development of the company, which is conducive to ensuring the implementation of the company’s strategic objectives and meeting the capital needs of the company’s production, operation and project construction, reflects the confidence and support of the controlling shareholders for the development of the company, and does not harm the interests of the company and its shareholders, especially small and medium-sized shareholders and non related shareholders The situation will not have a significant adverse impact on the company’s financial status, operating results and independence.
2. The voting procedure of the board of directors on the related party transaction complies with the relevant provisions of the stock listing rules, the guidelines for self regulatory supervision of listed companies, the articles of association and so on. The related directors avoided voting. We voted in favour of the proposal and agreed to submit it to the general meeting of shareholders for deliberation. “
7、 Documents for future reference
1. The resolution of the 24th Meeting of the Youngy Co.Ltd(002192) 7th board of directors signed by the attending directors;
2. The prior approval letter of Youngy Co.Ltd(002192) independent directors on the consideration of relevant matters at the 24th Meeting of the seventh board of directors signed by independent directors;
3. Independent opinions of Youngy Co.Ltd(002192) independent directors on relevant matters considered at the 24th Meeting of the seventh board of directors signed by independent directors;
4. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Youngy Co.Ltd(002192) board of directors January 26, 2022
