Securities code: 002192 securities abbreviation: Youngy Co.Ltd(002192) Announcement No.: 2022-006 Youngy Co.Ltd(002192)
About 2022 as a holding subsidiary
Announcement on the amount of financial assistance provided
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Important content tips:
1. The object of this financial assistance is the holding subsidiary of the company. The financial assistance methods are providing funds, entrusted loans, payment items, etc. the amount of financial assistance is no more than 100 million yuan, and the term is valid after signing the financial assistance contract within one year from the date of approval by the general meeting of shareholders. The fund occupation fee is calculated according to the loan interest rate of the financial institution that the company obtains the funds in the same period.
2. The amount of financial assistance has been deliberated and approved by the board of directors and needs to be submitted to the general meeting of shareholders for approval.
3. Other shareholders of the financial assistance object did not provide financial assistance with the same conditions according to the proportion of capital contribution, and other shareholders were related persons of the company. The amount of financial assistance provided by the company to the holding subsidiary constituted a related party transaction.
1、 Overview of financial assistance
In order to support the development of lithium battery equipment business of the company and meet the capital turnover and daily operation needs of the holding subsidiary, Youngy Co.Ltd(002192) (hereinafter referred to as "the company") plans to provide financial assistance of no more than 100 million yuan to the holding subsidiary Dongguan Derui precision equipment Co., Ltd. (hereinafter referred to as "Dongguan Derui"), The financial assistance contract signed within one year from the date of approval by the general meeting of shareholders is valid. The above financial assistance can be provided in the form of funds, entrusted loans, payment terms, etc. it is provided in batches according to the needs of Dongguan Derui, and the fund occupation fee is calculated according to the loan interest rate of the financial institution that obtains the funds of the company in the same period. The matters related to the amount of financial assistance provided this time will not affect the normal business development and capital use of the company, and do not belong to the situation that financial assistance is not allowed under the provisions of the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board.
The financial assistance agreement has not been signed yet, and the assistance agreement will be gradually signed according to the needs of the holding subsidiary after being approved by the general meeting of shareholders.
The amount of financial assistance provided to the holding subsidiary has been deliberated at the 24th Meeting of the 7th board of directors held on January 26, 2022. Because other shareholders of Dongguan Derui failed to provide financial assistance with the same conditions for Dongguan Derui according to the proportion of capital contribution, and they were all related parties of the company, the company unilaterally provided financial assistance exceeding the shareholding proportion for the holding subsidiary, which constituted a related party transaction, and the related 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.
The board of directors authorizes the management of the company to be specifically responsible for handling matters related to the provision of financial assistance, including confirming the actual amount, term, interest and other agreement terms of financial assistance and signing agreement documents related to financial assistance. 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.
2、 Basic information of funded objects
(I) basic information of the funded object
Enterprise name: Cai Zelin, legal representative of Dongguan Derui precision equipment Co., Ltd
The registered capital is 20 million yuan, and the domicile is Tonghui Road, Dongcheng science and Technology Industrial Park, Tongsha Dongcheng Street, Dongguan City
Unified social letter 91441900568282290n establishment date: January 28, 2011
The code is mainly engaged in the R & D, production and solution provision of lithium battery equipment, as well as non-standard customized equipment of lithium battery and other related industries
September 30, 2021 December 31, 2020
Total assets 27575.08 15334.52
Net assets 12281.49 9685.49
Total bank loans in the last year 2000 1000
The total current liabilities of main financial assets in the current period are 15247.80 and 5649.02
Business data (total amount of single contingencies) 0.00 0.00
(10000 yuan) from January to September 2021 to 2020
Operating income 22904.94 11796.36
Total profit 2814.66 106.72
Net profit 2596.00 194.64
Is it dishonest? Is the person being executed no
ownership structure
Shenzhen Byd Company Limited(002594) Guangzhou Derui Enterprise Management Co., Ltd
Youngy Co.Ltd(002192) Lithium Battery Co., Ltd. partnership (limited partnership) 55% 32.5% 12.5%
Dongguan Derui precision equipment Co., Ltd
(II) basic information of other shareholders
1. Shenzhen Byd Company Limited(002594) Lithium Battery Co., Ltd. (hereinafter referred to as " Byd Company Limited(002594) lithium battery")
Company name: Shenzhen Byd Company Limited(002594) Lithium Battery Co., Ltd
Type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Address: No. 3001, Baohe Road, Baolong Industrial City, Longgang street, Longgang District, Shenzhen
Legal representative: Wang Chuanfu
Registered capital: 6160 million yuan
Date of establishment: June 9, 1998
Unified social credit Code: 91440300708416327m
Business scope: development, production and sales of battery harness; R & D, production and sales of echelon utilization and recycling of waste power batteries; Development, production and sales of lithium ion batteries, lithium manganese oxide materials, power supply systems (uninterruptible power supply, communication power supply, electronic power supply, power supply), ferrosilicon modules; Cecep Solar Energy Co.Ltd(000591) production, development and sales of battery components (limited to the first floor of A2 plant).
Byd Company Limited(002594) lithium battery is a wholly-owned subsidiary of Byd Company Limited(002594) (002594. SZ) and an affiliate of the company. It did not provide financial assistance with the same conditions to Dongguan Derui according to the proportion of capital contribution.
2. Guangzhou Derui enterprise management partnership (limited partnership) (hereinafter referred to as "Guangzhou Derui") Enterprise Name: Guangzhou Derui enterprise management partnership (limited partnership)
Type: limited partnership
Address: room 206, floor 2, No. 215, Guangbao Avenue, Huangpu District, Guangzhou
Executive partner: LV Xiangyang
Registered capital: 1 million yuan
Date of establishment: December 29, 2018
Unified social credit Code: 91440101ma5ckwpk6r
Business scope: enterprise management services (except those involving licensed business projects); Enterprise management consulting services; Corporate image planning services; Enterprise financial advisory services; Entrusted agent of enterprise property right transaction; Trade advisory services; Investment advisory services; Commodity information consulting services.
Guangzhou Derui is an associated person of the company and did not provide financial assistance with the same conditions to Dongguan Derui according to the proportion of capital contribution.
The company directly holds 55% equity of Dongguan Derui, which can effectively control the operation and management, finance, investment and financing of Dongguan Derui, has the ability to fully grasp and monitor the cash flow of Dongguan Derui, and the financial risk is within the effective control range of the company. Therefore, other shareholders did not provide financial assistance with the same conditions according to the proportion of capital contribution. In addition, Dongguan Derui is in good operating condition, with sustainable operation ability and profitability, low asset liability ratio, strong solvency, controllable financial support risk and no damage to the interests of the company.
(III) financial assistance provided to the target in the previous year
Last year, the company did not provide any form of financial assistance to Dongguan Derui.
3、 Main contents of financial assistance agreement
The company plans to provide Dongguan Derui with a total amount of financial assistance of no more than 100 million yuan. The assistance agreement signed within one year from the date of approval by the general meeting of shareholders is valid.
The financial assistance agreement has not been signed yet. The specific contents of the agreement will be signed according to the financing needs of the subsidiary after being approved by the general meeting of shareholders. At that time, the method, term, amount, interest and other contents of providing financial assistance will be agreed. The specific terms are subject to the agreement signed by both parties.
The company will continue to perform the obligation of information disclosure in accordance with the provisions of the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines.
4、 Financial aid risk analysis and risk control measures
Dongguan Derui is a holding subsidiary of the company with 55% equity. The company can implement effective risk control in its business, finance and fund management. While providing subsidies, the company will strengthen the operation and management of the holding subsidiary, actively track the progress of its daily production and operation and project construction, and pay close attention to the production and operation Continue to strengthen the supervision and management of holding subsidiaries, control capital risks and ensure the safety of the company's funds.
5、 Opinions of the board of directors
The amount of financial assistance provided this time is mainly to support the development of lithium battery equipment business of the company, meet the capital turnover and daily operation needs of subsidiaries, facilitate the business development and fund-raising of Dongguan Derui, and meet the overall interests of the company.
The company directly holds 55% equity of Dongguan Derui, which can effectively control the operation and management, finance, investment and financing of Dongguan Derui, has the ability to fully grasp and monitor the cash flow of Dongguan Derui, and the financial risk is within the effective control range of the company. Therefore, other shareholders did not provide financial assistance with the same conditions according to the proportion of capital contribution. In addition, Dongguan Derui is in good operating condition, with sustainable operation ability and profitability, low asset liability ratio, strong solvency, controllable financial assistance risk, and no damage to the interests of listed companies and all shareholders, especially small and medium-sized shareholders.
To sum up, the board of directors agreed that the amount of financial assistance provided to Dongguan Derui should not exceed RMB 100 million, and agreed to submit the matter to the general meeting of shareholders of the company for deliberation.
6、 Opinions of independent directors
The independent directors of the company have expressed their independent opinions approved and agreed in advance on this matter, as follows:
(I) prior approval
"We believe that the amount of financial assistance provided this time is mainly to support the development of lithium battery equipment business of the company, meet the capital turnover and daily operation needs of subsidiaries, facilitate the business development and fund-raising of Dongguan Derui, and is in line with the overall interests of the company. The capital occupation rate of the amount of financial assistance provided this time is calculated with reference to the loan interest rate of the financial institution that does not exceed the same period of the company's funds According to the calculation, there is no damage to the interests of listed companies and shareholders, especially small and medium-sized shareholders.
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. After verification, on the premise of not affecting the normal operation, the amount of financial assistance provided by the company this time is to support the development of lithium battery equipment business of the company, meet the needs of capital turnover and daily operation of subsidiaries, be conducive to business development and fund-raising of Dongguan Derui, improve the efficiency of fund use of the company, comply with the development strategy of the company and the overall interests of the company The fund occupation rate of the subsidy amount is calculated with reference to the loan interest rate of the financial institution that does not exceed the company's funds in the same period, and there is no damage to the interests of listed companies and shareholders, especially small and medium-sized shareholders.
2. The voting procedures of the board of directors on the above matters comply 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、 Accumulated amount of financial assistance and overdue amount
As of the disclosure date of this announcement, the company has not provided any form of financial assistance to Dongguan Derui. After the amount of financial assistance is provided this time, the total balance of financial assistance provided by the company to Dongguan Derui, a holding subsidiary, is RMB 0 billion, accounting for 0% of the company's latest audited net assets.
Except for the amount of financial assistance provided to the holding subsidiaries this time, the company and the holding subsidiaries do not provide financial assistance to units outside the consolidated statements.
8、 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;
