1A Stock Code: 000585
A Stock Abbreviation: *ST Dongdian
Announcement Number: 2022-013
Northeast Electric Development Co., Ltd. Announcement on Subsidiary's Acceptance of Financial Assistance and Related Party Transactions
The company and all members of the board guarantee that the content of this announcement is true, accurate, and complete, without false records, misleading statements, or significant omissions.
I. Overview of Related Party Transactions
(1) Basic Situation of the Related Party Transaction
To meet the operational needs of the listed company and enhance its ongoing operational capability, the related party Yunshangtong International Holdings Ltd. (hereinafter referred to as "Yunshang Holdings") intends to lend a maximum principal amount of 50 million RMB to the company's wholly-owned subsidiary Shenyang Kaiyi Electric Co., Ltd. (hereinafter referred to as "Shenyang Kaiyi") within the year 2022. The funds will be used to support the company's operations, including but not limited to production organization, purchasing raw materials and machinery, and repaying debts. The listed company is not required to provide any collateral or guarantees for the aforementioned loan, and the interest rate will not exceed the Loan Prime Rate (LPR) published by the People's Bank of China. The loan term is one year, ending on December 31, 2022.
(2) Relationship with the Company
Currently, Yunshang Holdings and Northeast Electric are both controlled by HNA Group Co., Ltd., establishing a related party relationship.
(3) Board Review and Necessary Approval Procedures
On March 30, 2022, the company held the 28th meeting of the 9th Board of Directors. In accordance with the relevant regulations of the China Securities Regulatory Commission, Shenzhen Stock Exchange, Hong Kong Stock Exchange, and the Articles of Association of Northeast Electric Development Co., Ltd. (hereinafter referred to as "the Articles of Association"), related directors Shang Duxu and Wang Yongfan abstained from voting on this proposal. Non-related directors Su Weiguo, Guo Qianli, Mi Hongjie, and independent directors Fang Guangrong, Wang Hongyu, and Li Zhengning voted in favor. The independent directors conducted a prior review of the related party transaction and expressed independent opinions, unanimously agreeing to this transaction. This transaction does not constitute a major asset reorganization as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies" and does not require approval from relevant regulatory authorities. According to the relevant provisions of the "Shenzhen Stock Exchange Stock Listing Rules" (2022 revision), Section 6.3.10, the company applied to the Shenzhen Stock Exchange's Company Management Department for an exemption from submitting the proposal for shareholder meeting review and has received consent. According to the relevant provisions of the Hong Kong Stock Exchange's "Securities Listing Rules," the financial assistance from the related party is conducted under general business terms and does not involve asset collateral, qualifying for the "full exemption" under Rule 14A.90, which allows for exemption from shareholder approval, annual review, and all disclosure requirements.