Ya Yun Shares (603790): Announcements (Series)

Securities code: 603790 securities short: Ya Yun share announcement number: 2019-007

Shanghai Ya Yun textile chemical Limited by Share Ltd

Announcement of the sixteenth meeting of the third board of directors

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

The Shanghai Ya Yun textile chemical Limited by Share Ltd (hereinafter referred to as "the company") issued a notice on the sixteenth meeting of the third board of directors of the company in January 18, 2019 by special delivery and e-mail. The meeting was held in January 23, 2019 on the spot and with communication.

The meeting was presided over by Mr. Xie Bing, chairman of the board. He should attend 9 directors. He actually attended 9 directors and some of the company's supervisors and senior management attended the meeting.

The convening and convening of this conference is in line with the relevant laws and regulations of the People's Republic of China company law and the provisions of the Shanghai Charter of the textile and chemical industry of Shanghai (hereinafter referred to as the "articles of association"). The conference is lawful and effective.

Following the careful discussion and deliberation of the directors attending the meeting, the following motion was unanimously adopted by voting:

1. Deliberation and adoption of the motion on applying for financing and credit to banks by the company.

According to the needs of the company's operation and development, the company intends to apply to the Shanghai branch of Limited by Share Ltd, Xuhui branch of the Bank of China to apply for a financing credit of no more than RMB 40 million yuan, with a term of not more than 12 months.

Voting result: 9 votes agreed, 0 votes against, 0 abstentions.

Two. Deliberation and adoption of the motion of a wholly owned subsidiary to provide guarantee for the company.

The company's wholly owned subsidiary, Shanghai Ya Yun new material Co., Ltd. (hereinafter referred to as "Ya Yun new material") intends to sign the highest guarantee contract with the Shanghai branch of the Bank of Shanghai, Limited by Share Ltd branch, on providing 40 million yuan of liquid capital financing to the company, with a guarantee that the amount will not exceed RMB 40 million yuan, with a term of one year.

The company's independent director made clear agreement on this.

The details are listed in the Shanghai stock exchange website (www.sse.com.cn) and the company's designated media disclosure of the Shanghai Yat Yun textile chemical Limited by Share Ltd's announcement of a wholly owned subsidiary's guarantee for the company (Bulletin number: 2019-008).

Voting result: 9 votes agreed, 0 votes against, 0 abstentions.

Notice hereby.

Shanghai Ya Yun textile chemical Limited by Share Ltd board

January 24, 2019

Securities code: 603790 securities short: Ya Yun share announcement number: 2019-008

Shanghai Ya Yun textile chemical Limited by Share Ltd

Notice of a wholly owned subsidiary providing guarantee for the company

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

Important note:

The name of the guarantor: Shanghai Ya Yun textile chemical Limited by Share Ltd

The guarantee amount is 40 million yuan RMB. As of the date of this announcement, the guarantee balance provided by Shanghai Ya Yun new material Co., Ltd. is 49 million 500 thousand yuan RMB.

There is no counter guarantee in this guarantee.

There is no overdue guarantee in the company and the controlling shareholder.

I. summary of guarantee situation

Shanghai Ya Yun textile chemical Limited by Share Ltd (hereinafter referred to as the "company") held the sixteenth meeting of the third board of directors in January 23, 2019. The meeting adopted the motion on the guarantee of a wholly owned subsidiary for the company.

The company's wholly owned subsidiary, Shanghai Ya Yun new material Co., Ltd. (hereinafter referred to as "Ya Yun new material") intends to sign the highest guarantee contract with the Shanghai branch of the Bank of Shanghai Limited by Share Ltd (hereinafter referred to as "Shanghai bank") for its financing of RMB 40 million Yuan working capital provided to the company, with a guarantee that the amount will not exceed RMB 40 million yuan.

The guarantee matters are considered by the board of directors and shall not be submitted to the shareholders' meeting for consideration.

Two. The basic situation of the guarantor

(1) basic information of the assured

The name of the guarantor: Shanghai Ya Yun textile chemical Limited by Share Ltd

Place of registration: room 275-278, 16 building, 388 Yin do road, Xuhui District, Shanghai.

Legal representative: Xie Bing

Business scope: chemical products (except dangerous chemicals, monitoring chemicals, fireworks, explosives, precursor chemicals) sales, production of dyes, pigments and auxiliaries (limited companies), technology consulting, technology development, technology pfer, technical services, textile technology consulting services in the field of chemical technology, engaged in import and export of goods and technology import and export business.

Projects approved according to law can be launched after approval by the relevant departments.

Last year's financial data for the company:

Unit: RMB yuan.

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(two) relationship between guarantor and listed company

Guarantor Shanghai Ya Yun new material Co., Ltd. is a wholly owned subsidiary of the company.

Three, the main contents of the guarantee agreement

Guarantee: joint and several liability guarantee.

Guarantee period: one year.

Guarantee amount: 40 million yuan.

Scope of guarantee: in addition to the principal creditor's rights mentioned in the contract, it also proceeds from interest arising therefrom, liquidated damages, damages, commission charges and other expenses incurred for signing or fulfilling the contract, as well as the expenses incurred by the creditor in realizing the rights and claims of the creditor's rights, as well as the guaranty money required by the debtor according to the principal contract.

Four. Board opinion

The guarantee provided by a wholly owned subsidiary of a company is designed to meet the daily operational needs of the company.

The company's operation and credit standing are good, its ability to repay debts is strong, and the secured object is the company, and the guarantee risk is controllable.

The guarantee of the wholly owned subsidiary Ya Yun new material to the company is in line with the relevant regulations of the regulatory body on the external guaranty of the listed company and the relevant requirements of the company, which is in line with the interests of the company and all shareholders, and will not adversely affect the normal operation and business development of the company.

We agree that the wholly owned subsidiary of the company will provide joint and several liability guarantee for the company's bank financing business.

Independent directors express their views: the wholly owned subsidiary, the new material of Ya Yun, provides the highest guarantee for the company to apply for RMB 40 million yuan of liquidity financing, which can meet the capital needs of the company in its development and operation, and is conducive to the sustainable development of the company, which is in line with the overall interests of the company.

The guarantee and decision-making procedures conform to the relevant provisions of the company law, the rules of stock listing of the Shanghai stock exchange and the articles of association, and the company's system. They follow the principles of fairness, openness and fairness. The voting procedure is lawful and effective, without prejudice to the interests of the company and other shareholders.

Therefore, we agree that this new material will provide guarantee for the company.

Five. Cumulative amount of external guarantee and quantity of overdue guarantee.

As of the date of this announcement, the total guarantee amount of the company and the controlling subsidiary is RMB 140 million yuan (excluding the guarantee amount of RMB 40 million yuan), accounting for 21.66% of the net assets attributable to the shareholders of the listed company on the 30 th of June 2018, and the total guarantee amount of the wholly owned subsidiary to the company is RMB 130 million yuan. The total guarantee for the wholly owned subsidiary is RMB 10 million yuan.

The accumulated guarantee balance of the company and the controlling shareholder actually amounted to RMB 59 million 500 thousand yuan, accounting for 9.20% of the net assets attributable to shareholders of the listed company after the company's deadline of 30 June 2018.

There is no overdue guarantee for the company and the controlling shareholder.

This guarantee will not bring uncontrollable risks to the company.

Notice hereby.

Shanghai Ya Yun textile chemical Limited by Share Ltd board

January 24, 2019