Sifangda: Announcement on Providing Entrusted Loans to Foreign Countries
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Stock code: 300179 Securities abbreviation: Sifangda Announcement No.: 2015-059
Announcement of Henan Sifangda Superhard Materials Co., Ltd. on Providing Entrusted Loans to Foreign Countries
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Henan Sifangda Superhard Materials Co., Ltd. (hereinafter referred to as “the companyâ€) held the 11th meeting of the third board of directors on September 10, 2015, and reviewed and approved the “Proposal on Providing Entrusted Loans to the Companyâ€. The specific circumstances of Zhengzhou Muhe Industrial Co., Ltd. (hereinafter referred to as “Wuhe Industrialâ€) providing entrusted loans are as follows:
I. Overview of entrusted loans
In order to improve the efficiency of the company's capital use, rational use of idle funds, and increase the company's revenue, the company intends to sign an entrusted loan contract with the bank without enforcing normal operations, entrusting the bank to issue a total of RMB 30 million to the company. For 6 months, the annual interest rate of entrusted loans is 14%. Li Jianbin, Zheng Xinqiao and Henan Yulin Real Estate Co., Ltd. (hereinafter referred to as “Yulin Real Estateâ€) provide unlimited joint liability guarantees to the company, and Zheng Xinqiao holds the Yulin Real Estate held by him. The 26 million shares of the company provide pledge guarantees. Yulin (Changsha) Real Estate Co., Ltd. (hereinafter referred to as “Zhulin Changshaâ€) is located in the 31st and 32nd floors of Block B, Yulin Business Center, No. 53 Binjiang Road, Yuelu District, Changsha City, with a total area of ​​3,650 square meters. The office building under construction provides a mortgage guarantee.
On September 10, 2015, the 11th meeting of the third board of directors of the company reviewed and approved the “Proposal on Providing Entrusted Loans to the Companyâ€. This transaction does not constitute a connected transaction and does not need to be submitted to the shareholders meeting for consideration.
Second, the basic situation of the entrusted loan object
Name: Zhengzhou Muhe Industrial Co., Ltd.
Type: limited liability company
Address: No. 508, 5th Floor, No. 226 Jinshui Road, Jinshui District, Zhengzhou City
Legal representative: Li Guangyu
Registered capital: 11 million yuan
Date of establishment: October 13, 2012
Business scope: mechanical and electrical equipment, construction materials wholesale and retail; computer software development; enterprise management consulting; corporate marketing planning.
On May 31, 2015, Muhe Industrial Assets totaled 256,164,800 yuan, total liabilities amounted to RMB12,956,300, and net assets amounted to RMB12,659,600. From January to May 2015, Muhe Industrial's operating income was RMB13,546,900 and net profit was RMB2,683,300.
Third, the basic situation of the entrusted loan guarantee party
1. Henan Yulin Real Estate Co., Ltd.
Name: Henan Yulin Real Estate Co., Ltd.
Type: limited liability company
Address: No. 9 Jiangshan Road, Huiji District, Zhengzhou City
Legal representative: Zheng Xinqiao
Registered capital: 110 million yuan
Date of establishment: August 22, 2003
Business Scope: Real estate development in business (after obtaining the qualification certificate, operating with valid qualification certificate), real estate investment and consulting.
On May 31, 2015, Yulin Real Estate Assets totaled RMB 1,143,760,700, total liabilities were RMB 1,118,420,900, and net assets were RMB 253,397,700; from January to May 2015, Yulin Real Estate's operating income was RMB 2,737,700 and net profit was RMB 519,900. . (The above data has not been audited)
2. Yulin (Changsha) Real Estate Co., Ltd.
Name: Yulin (Changsha) Real Estate Co., Ltd.
Type: limited liability company
Registered address: 4th Floor, Office Building, Wuqiang Science and Technology Park, No. 2, Yutian Road, Changchun High-tech Industrial Development Zone Legal Representative: Zheng Xinqiao
Registered capital: 325 million yuan
Date of establishment: April 5, 2012
Business scope: real estate development, operation; real estate investment; real estate brokerage.
Yulin Changsha provides mortgage guarantee for the construction of a total of 3,650 square meters of office space on the 31st and 32nd floors of Block B, Yulin Business Center, 53 Binjiang Road, Yuelu District, Changsha City. The pre-assessment value of collateral is RMB 4,015.
Ten thousand yuan. Up to now, the above-mentioned projects under construction have handled the legal procedures such as the “Construction Land Use Planning Permitâ€, “State-owned Land Use Certificateâ€, “Construction Engineering Planning Permitâ€, “Construction Engineering Construction Permitâ€, “Commodity House Pre-sale Permit†and so on. The property of the collateral is clear and no mortgage is set.
3. Zheng Xinqiao
Zheng Xinqiao, male, Han nationality, born in February 1965, senior economist, MBA. He is currently Chairman of Henan Yulin Real Estate Co., Ltd. and Chairman of Yulin (Changsha) Real Estate Co., Ltd.
4. Li Jianbin
Li Jianbin, male, Han nationality, born in September 1973, accountant, MBA, China Europe International Business School. He is currently the director and general manager of Henan Yulin Real Estate Co., Ltd. and the director of Yulin (Changsha) Real Estate Co., Ltd.
Fourth, the main content of the entrusted loan contract
1. Entrusted loan amount
The company entrusted the bank to issue loans to Muhe Industrial for a total amount of RMB 30 million.
2. Main use of funds
Wood and Industry are used to supplement working capital
3. Entrusted loan term
The loan period is 6 months.
4. Entrusted loan interest rate
The annual interest rate of the entrusted loan is 14%.
5. Issuance and recycling of entrusted loans
The company opens an entrusted loan settlement account at the bank, and the bank is responsible for allocating and recovering the entrusted loan funds. Entrusted loans are paid quarterly and repay principal and interest due.
5. The purpose of the entrusted loan and its impact on the company
1. The purpose of the entrusted loan
The company's entrusted loans are mainly to improve the efficiency of capital use. The source of funds is the company's idle self-owned funds, non-raised funds or bank loans. By not affecting the normal operation of the company, the company's earnings are increased through short-term entrusted loans.
2. Impact on the company
At present, the business status of Muhe Industrial is stable and there is no bad credit record. The company will strengthen market analysis and research to prevent the company's investment risks and ensure the safe and effective value-added of investment funds. The company can use its own funds to carry out entrusted loans while ensuring the funds required for daily operations, which can improve the efficiency of capital use and help to increase the company's performance.
Sixth, other
In the past 12 months, the company has not used idle funds to temporarily replenish liquidity. There is no change in the investment of funds to permanent replenishment of liquidity or the use of super-raised funds for permanent replenishment of liquidity or repayment of bank loans. .
The company promises that within 12 months after the above-mentioned entrusted loan is provided, in addition to having withdrawn the entrusted loan, the investment will not be changed to permanently supplement the working capital, and the super-raised funds will not be used for permanent replenishment of liquidity or return. Bank loan.
VII. Opinions of independent directors
Independent directors of the company issued independent opinions as follows:
1. The proposal of the company to provide entrusted loans to the outside world was reviewed and approved at the eleventh meeting of the third board of directors of the company, and the relevant approval procedures were fulfilled;
2. Without affecting the normal operation of the company, entrusted loans can help improve the efficiency of the company's capital use, increase the company's investment income, in line with the interests of the company and all shareholders, and there is no harm to the interests of the company and other shareholders, especially small and medium shareholders. situation. We agree that the company will provide entrusted loans to Muhe Industrial.
Eight, for reference documents
1. Resolutions of the eleventh meeting of the third board of directors;
2. Resolutions of the tenth meeting of the third board of supervisors;
3. Independent opinions of independent directors on the company's external provision of entrusted loans.
September 10, 2015