Negotiable securities code: Abbreviation of 000591 negotiable securities: Number of solar energy announcement: 2018 - 86
The content that our company and member of ensemble of board of directors assure to information is announced is true, accurate, complete, be stated without sex of false account, misdirect or great omit.
For dish the vivid asset that put an amount, reduce financing cost, widen financing channel, in company wholy-owned subsidiary limited company of science and technology of energy-saving solar energy (the following abbreviation " company of solar energy science and technology " ) subordinate is medium energy-saving (Linyi) limited company of science and technology of Guang Funong industry (the following abbreviation " Linyi agriculture company " ) in reaching energy-saving Guang Funong industry science and technology (action is far) limited company (, financing amount does not exceed 24, 0 yuan, integrated capital cost does not exceed 6.5% , deadline 5 years. Company of solar energy science and technology is offerred for afore-mentioned financing assure to assure.
One, the financing correlation that rent trades business overview
By 2013, far company of Linyi agriculture company and action is passed with get together source financing is rented (too storehouse) after limited company signs financing to rent carry out, answer hire a contract, financing 23, 0 yuan (among them Linyi company financing 18, 4 million yuan, financing of action far company 4, 6 million yuan) , deadline 5 years, this financing business that rent is about to expire by 2018.
Current, far company of Linyi agriculture company and action drafts its partial smooth dog days generates electricity the pattern that machine equipment hires with be being answered after carry out and energy-saving rent begin financing to rent business, financing amount does not exceed 24, 0 yuan (financing of Linyi agriculture company does not exceed 19, 0 yuan, enrol far company financing not to exceed 5, 0 yuan) , integrated capital cost does not exceed 6.5% , deadline 5 years. Company of solar energy science and technology is offerred for afore-mentioned financing assure to assure.
End assets of company of agriculture of the Linyi end October 2018 is indebted rate 57.48% ; Assets of action far company is indebted lead 67.17% . Company of solar energy science and technology is offerred for afore-mentioned financing assure to assure, in give an official of plenary meeting of shareholder of the beginning of the year assure in budgetary limits.
Energy-saving rent controlling a partner is a company accuse a limited company of group of partner China energy-saving environmental protection enterprise, this second trade form correlation to trade.
The 9th board of directors of company that this second correlation trades to had been held on December 4, 2018 too the 7th times the conference discusses the 7th conference and the 9th supervision board through, associated trustee is evasive vote, independent director expressed opinion of consent obtaining in advance and independent opinion to this item. This second correlation trades to still must win the approval of shareholder plenary meeting, trade with this correlation the associated person that has interests will be evasive vote.
This second correlation trades to be not formed " appear on the market company gross assets recombines administrative measure " major asset of the regulation recombines, need not pass concerned department approval.
2, associated square fundamental condition introduces
1, basic message
Company name: In energy-saving (Tianjin) financing hires limited company
Register an address: Tianjin experiments from trade area (east border the port area that keep tax) Luoyang 601 (Hai Feng content sheds garden 9 - 1-4-103)
Company property: Finite liability company (stage HongKong and Macow and churchyard are joint-stock)
Legal representative: Li Junfeng
Register capital: 500 million yuan of RMBs
Scope of operations: Financing rents business; The business that rent; To buy the property that rent domestic and internationally; The incomplete of the belongings that rent is worth processing and maintenance; Rent trade to seek advice and assure. (the item that needs classics approval lawfully, sectional approval is rear related classics can develop management activity)
Control a partner: Energy-saving capital controls a limited company in contributive 225 million yuan, contributive scale is 45% ; In energy-saving (Tianjin) investment group limited company is contributive 150 million yuan of RMBs, contributive scale is 30% ; Chinese energy-saving environmental protection (Hong Kong) limited company of investment of luck of card of subordinate of investment limited company is contributive dollar of equivalence of 125 million yuan of RMB, contributive scale is 25% . Limited company of group of Chinese energy-saving environmental protection is indirect and total hold is energy-saving rent 100% equity, for energy-saving rent control a partner.
Control a person actually: State-owned asset supervises the State Council administrative committee
2, historical evolution:
Energy-saving rent experiment from trade at was in Tianjin on June 26, 2014 area (east border the port area that keep tax) register hold water, period capital is registered first 200 million yuan of RMBs, minor details can be rented 2015 register capital to increase to 500 million yuan of RMB (contain foreign capital) full already specified amount reachs the designated position. Energy-saving rent hold water up to now, already accumulative total runs more than 10 financing to rent a project, total capital puts the forehead on more than 1 billion yuan.
Up to on December 31, 2017, energy-saving total of capital of audit of the classics that rent is 875, 894, 340.5 yuan, 2017 year realize business income 36, 206, 687.75 yuan (classics audit) . Up to on September 30, 2018, energy-saving rent it is without audit capital total 749, 107, 989.94 yuan, net assets 504, 477, 363.04 yuan.
3, concern with the correlation of the company
Energy-saving hire company of pilot of limited company of group of energy-saving environmental protection of as congeneric as the company China, accord with " stock of Shenzhen stock exchange appears on the market regular " the related concern case of 10.1.3 regulations.
4, correlation just breaks his promise circumstance
Classics inquiry, energy-saving renting is not to break his promise to be carried out person.
3, correlation trades the fundamental condition of mark
This second financing rents correlation to trade sell, the equipment of partial smooth dog days that the content of counter-purchased mark is far company of company of agriculture of company subordinate Linyi and action to be had legally.
1, the content of the mark that rent: The 20.0MW of project of power station of big canopy of science and technology of agriculture of river Dong Guangfu of hold of Linyi agriculture company sends electrical engineering Cheng significant asset, and 9.8MW of smooth hot season delivers the solar energy of Yantai silkworm village that enrols far company hold electrical engineering Cheng is effective asset;
2, asset category: Fixed assets (machine equipment) ;
3, seat: Shandong saves Linyi city a prescription for a medical decoction to press down the village austral channel, and all Zhuang Zhen of silkworm of remote town of action of Shandong province Yantai is small shedding village east.
4, trade the Zhang face value of mark: End on September 30, 2018, the 20.0MW of project of power station of big canopy of science and technology of agriculture of river Dong Guangfu of hold of Linyi agriculture company sends electrical engineering Cheng the net value of significant asset is 19, 9.202 million yuan; 9.8MW of smooth hot season delivers the solar energy of Yantai silkworm village that enrols far company hold the net value of significant asset is electrical engineering Cheng 7, three million three hundred and sixty thousand one hundred yuan.
4, the price policy that correlation trades and price basis
Trading interest rate it is a company on the base that rents market money rate in financing of referenced the corresponding period, with energy-saving rent talk things over affirmatory. This second financing rents interest rate to borrow money for bank of the corresponding period rise of standard interest rate 15% to 20% , integrated capital cost does not exceed 6.5% .
5, correlation trades main content of the agreement
1, financing amount: Do not exceed a RMB 24, 0 yuan;
2, the deadline that rent: 5 years;
3, integrated cost: Do not exceed 6.5% ;
4, company of solar energy science and technology is offerred assure.
6, the purpose that correlation trades and influence
Before Linyi agriculture company reachs those who enrol far company, second financing rents business the end of the year to be about to expire, gap of capital of these two companies is bigger, need proceed financing, need in order to make sure production of two projects company runs place.
7, the of all kinds correlation that already happened with this associated person accumulative total trades circumstance
This year, company and subordinate subsidiary not with energy-saving rent new happening correlation trades; Up to announcement day, company subordinate subsidiary produces total in accumulative total of the energy-saving financing that rent for 12, 0 yuan.
8, accredit item
Submit to accredit company president is discussed in shareholder plenary meeting through this second reading hind, with energy-saving rent sign relevant agreement.
9, opinion of independent director consent obtaining in advance and independent opinion
Company independent director undertook consent obtaining in advance to this item, expressed independent opinion: After company subordinate subsidiary begins carry out, answer hire financing to rent business, be helpful for widening further financing channel, contented company runs business capital requirement, optimize company financing structure, accord with company and the interest of all partner, nonexistent damage a company to reach all partner, especially in the case of small shareholder interest. The program that the board of directors discusses this matter closes legally compasses, associated trustee is evasive vote. We agree with this second reading, agree to refer shareholder plenary meeting to discuss.
10, independent and financial advisory opinion
Via checking, independent and financial adviser thinks:
Solar energy this second trade involved correlation trades item already the 9th board of directors of company the 7th times the conference discusses the 9th the 7th conference, supervision board through, associated trustee is relevant and second reading undertook evasive vote, independent director traded to undertook beforehand is approbated and express the opinion that agrees clearly to this second correlation, the item such as this still must refer company shareholder plenary meeting to discuss approval.
Up to the day that checks an opinion to issue originally, this second correlation trades item is accorded with " company rules " set and " stock of Shenzhen stock exchange appears on the market regular " , " Shenzhen stock exchange advocate board appear on the market company standard is run how-to " the requirement that waits for legal laws and regulations fulfilled necessary legal order. Far company of Linyi agriculture company and action and in energy-saving (Tianjin) of the financing limited company that rent trade be helpful for dish of vivid asset that put an amount, reduce financing cost, widen financing channel, this correlation trades won't harm company and shareholder especially in the interest of small shareholder, won't major to company production management generation effect.
On put together, this independent and financial adviser agrees with solar energy afore-mentioned correlation trade item.
11, for future reference file
1, the 9th board of directors resolution of the 7th conference
2, the 9th supervision board resolution of the 7th conference
3, independent director about the 9th board of directors the 7th conference is relevant the opinion of consent obtaining in advance of item
4, independent director about the 9th board of directors the 7th conference is relevant the independent opinion of item
5, Inc. of southwest negotiable securities, Magenshidanlihua Xin negotiable securities is limited liability company about in correlation of Inc. of energy-saving solar energy trades the checking opinion of item
In Inc. of energy-saving solar energy
Board of directors
On December 5, 2018
