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Nanjing Textile Import And Export Limited By Share Ltd Announcement On Related Pactions Of The Company'S Borrowing From Controlling Shareholders And Their Subsidiaries

2011/7/16 9:46:00 60

Our company

Director

There will be no false record, misleading statement or major omission in the contents of this announcement, and the individual shall be jointly and severally liable for the authenticity, accuracy and completeness of its contents.

Important note:

paction

Contents: our company's controlling shareholder's investment management of state assets in Nanjing

Holding

(Group) limited liability company borrows RMB 50 million yuan.

Loan

The term is three months, and the loan interest rate is the people's Bank.

loan

Benchmark interest rate, that is, the year

interest rate

6.10%, the company borrows 30 million yuan to the affiliated Nanjing Nan Tai Group Co., Ltd., and the loan term is three months. The loan interest rate is the benchmark interest rate of the people's Bank of China, that is, the annual interest rate is 6.10%.

The impact of the paction on Listed Companies: this related paction will alleviate the pressure of fund demand in the short run and meet the needs of normal operation and development of the company.

The paction is related party pactions, and the company has applied for exemption from the consideration of related party pactions.

In the past 24 months, the company and Nanjing state owned assets investment management holding (Group) limited liability company do not have any other related pactions except this paction; in the past 24 months, there are related pactions between the company and Nanjing Nan Tai Group Co., Ltd.

Overview of related party pactions

The Nanjing textiles import and export Limited by Share Ltd (hereinafter referred to as "company" or "Nanfang share") borrows RMB 50 million yuan from the controlling shareholder, Nanjing state owned assets investment management holding (Group) limited liability company (hereinafter referred to as "state-owned assets group"), the loan term is three months, the annual interest rate is 6.10%. At the same time, the company borrows 30 million yuan to the affiliated Nanjing Nantai Group Co., Ltd. (hereinafter referred to as "Nantai group"), the loan period is three months, and the annual interest rate is 6.10%.

According to the provisions of the Shanghai stock exchange's listing rules, this loan item constitutes a related paction.

Two. Introduction of related parties

(1) Nanjing state owned assets investment management holding (Group) Co., Ltd.

1, Nanjing state owned assets investment management holding (Group) limited liability company, the registered capital is RMB 4 billion 200 million yuan, the company's business scope is: the operation and supervision of authorized assets, capital operation, assets entrusted operation, property management, project evaluation and analysis, venture capital, industrial investment, project development, property management, disposal of non-performing assets, debt collection, financial advisors and other related business entrusted by the municipal government according to the law.

2. Correlation

Our controlling shareholder, Nanjing state owned Assets Management (Holdings) Co., Ltd. is a wholly owned subsidiary of the state owned group. At the same time, Mr. Guo Suqiang, the deputy general manager of the state owned assets group, is the chairman of our company, and MS. Xia Shuping, vice general manager of the state owned assets group, is the director of our company.

Therefore, our company and the state-owned assets group belong to the related parties stipulated in the rules of the stock exchange listing of the Shanghai stock exchange.

According to the fifty-sixth guideline for implementation of related pactions of listed companies on the Shanghai stock exchange, which is implemented in May 1, 2011, "related persons provide financial assistance to listed companies, and the interest rate of financial assistance is not higher than the benchmark lending rate stipulated by the people's Bank of China at the same time, and if a listed company has no corresponding mortgage or guarantee for the financial subsidy, the listed company may apply to the Institute for exemption from deliberation and disclosure in accordance with the way of affiliated pactions."

The company has applied to the Shanghai stock exchange for exemption from the loan to the state owned group, and has been approved by the affiliated paction mode.

3, main financial data of state owned assets group

As of December 31, 2010, the state-owned assets group had audited the total assets of 51734133704.57 yuan, attributing to the parent company's net assets of 13252189824.26 yuan, liabilities totaled 31733431226.84 yuan, and the company's asset liability ratio was 61.34%.

In 2010, the state owned group realized 12368260920.70 yuan in operating income, and the net profit attributable to the parent company was 618799389.12 yuan.

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(two) Nanjing Nan Tai Group Co., Ltd.

1, the South Thai group was founded in September 2002.

Company registration: No. 77 North Yunnan Road, Gulou District; the registered capital is RMB 70 million yuan; the legal representative is Xia Shuping; the business scope of the company is: the management and operation of the state-owned shares of the authorized Limited by Share Ltd, the limited liability company and the state-owned assets of the state-owned enterprises; business and exhibition; and the import and export of all kinds of commodities and technologies by the self agency and Agency (except for the state limited companies operating or prohibiting the import and export of goods and technologies); department stores, hardware and electrical appliances, electronic products, chemical products, metal materials, and building materials sales.

2. Correlation

Nan Tai Group is the wholly owned subsidiary of Nanjing state owned Assets Management (Holdings) Limited, which is a wholly owned subsidiary of Nanjing state owned assets investment management holding (Group) limited liability company. At the same time, Ms. Xia Shuping, chairman of the NTI group, is our company director. Because of this, our company and Nan Tai Group belong to the affiliated parties stipulated in the Shanghai Stock Exchange Listing Rules.

The company has applied to the Shanghai stock exchange for the exemption of loan items to the South Thai group, and has been approved according to the related paction mode.

3. Major financial data of Nam Tai Group

As of December 31, 2010, the total assets of the group were 1123823042.92 yuan, the net assets attributable to the parent company were 380406329.47 yuan, liabilities totaled 707303154.64 yuan, and the company's asset liability ratio was 62.94%.

In 2010, the South Tai Group achieved an operating income of 115592477.91 yuan, and its net profit attributable to the parent company was 132024070.10 yuan.

Three, the basic situation of related party pactions

(1) borrower: Nanjing textiles import and export Limited by Share Ltd

Lender: Nanjing state owned assets investment management holding (Group) Co., Ltd.

In July 14, 2011, the company signed a "loan contract" with the state owned assets group. The contract stipulates that the company will borrow 50 million yuan to the state owned assets group.

The loan period is three months. From July 14, 2011 to October 13, 2011, the lending rate is the benchmark rate of RMB loans published by the people's Bank of China, that is, the annual interest rate is 6.10%.

(two) borrower: Nanjing textiles import and export Limited by Share Ltd

Lender: Nanjing Nan Tai Group Co., Ltd.

In July 14, 2011, the company signed a loan contract with Nan Tai Group. The contract stipulates that the company will borrow 30 million yuan to the Thai group.

Four, the pricing policy and pricing basis of the paction.

The contract has agreed that the loan interest rate is the benchmark interest rate for Renminbi Loans announced by the people's Bank of China at the same time, that is, the annual interest rate is 6.10%.

The loan interest rate method is: the interest rate is calculated once the loan is repaid.

Interest is calculated from the borrower's actual borrowing date, and the daily interest rate is calculated to be 360 days a year based on the actual amount of borrowing and the amount of money spent.

Five, the purpose of related party pactions and its impact on the company.

In the second half of last year, due to the overheated domestic economy and strong inflation expectations, the PBC continuously increased the reserve requirement ratio of banks and the benchmark interest rate of RMB loans. Many banks appeared the phenomenon of "tight credit lines", and the interest rate of loans increased sharply, and the cost of financing increased sharply.

The purpose of this loan is to supplement the company's liquidity, which will relieve the pressure of short-term fund demand and meet the normal operation and development needs of the company.

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Six, the history of related pactions.

In the past 24 months, there were no other related pactions between the company and the state-owned group except the related paction.

In the past 24 months, in addition to the related pactions of this announcement, the company has the following related pactions with Nan Tai Group:

(1) related pactions related to day-to-day operations (2009)

Relation

Trading party

Types of related pactions

Related paction content

The pricing principle of related party pactions

Related paction price

Relation

Transaction amount

Proportion of similar pactions (%)

Nanjing Nan Tai Group Co., Ltd.

purchase

commodity

Textile and clothing, mechanical and electrical products, general merchandise, chemical raw materials and metal materials.

The principle of fairness, fairness and openness

The single business is independently contracted and single vote pricing.

76 million 943 thousand yuan

One point three five

Nanjing Nan Tai Group Co., Ltd.

Sale

commodity

Textile and clothing, mechanical and electrical products, general merchandise, chemical raw materials and metal materials.

The principle of fairness, fairness and openness

The single business is independently contracted and single vote pricing.

19 million 194 thousand and 600 yuan

Zero point three two

(2) the guarantee provided by the company and the controlling shareholder to the South Thai Group (10000 yuan).

Guarantor

Secured party

Guarantee amount

Loan period

Guarantee period

Has the guarantee been fulfilled?

Nanfang Textile Co., Ltd.

Nan Tai Group

Nine thousand

December 2008 to December 2018

The main contract expires two years.

yes

Nanfang Textile Co., Ltd.

Nan Tai Group

Five thousand

April 2009 to October 2010

The main contract expires two years.

yes

Nanjing Nan Tai International Exhibition Center Co., Ltd.

Nan Tai Group

Twelve thousand

September 2010 to March 2012

The main contract expires two years.

yes

Nanfang shares and Nanjing Nantai International Exhibition Center Co., Ltd.

Nan Tai Group

Seven thousand

June 2011 to June 2012

The main contract expires two years.

Among them, Nanjing Nan Tai International Exhibition Center Co., Ltd. is a wholly-owned subsidiary of our company.

As of July 15, 2011, the company and its subsidiaries have provided a total guarantee of 70 million yuan for the South Thai group, and the related guarantee items are detailed in the company's related announcements.

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(3) the guarantee provided by the Nan Tai Group for the company (10000 yuan)

Guarantee unit

Secured unit

Debt bank

Amount of guaranteed debt

Debt maturity

Nan Tai Group

Nanfang Textile Co., Ltd.

Bank of China

Twenty-four thousand