Securities code: 000668 securities abbreviation: Rongfeng Holding Group Co.Ltd(000668) Announcement No.: 2022-009 Rongfeng Holding Group Co.Ltd(000668)
Supplementary announcement on the amount of connected transactions between the company and Ma’anshan rural commercial bank in 2022
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Rongfeng Holding Group Co.Ltd(000668) (hereinafter referred to as “the company”) was published in Securities Daily, securities times and cninfo on January 29, 2022（ http://www.cn.info.com.cn. ）The announcement on the estimated amount of connected transactions between the company and Ma’anshan rural commercial bank in 2022 (Announcement No.: 2022-004) was disclosed on the. Now, according to the regulatory requirements, the supplementary disclosure is as follows in accordance with the requirements of the announcement form for daily connected transactions of trading No. 10 listed companies:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
1. According to the needs of business development and in combination with the company’s fund management plan, the company and its holding subsidiaries are expected to handle related transactions including deposits, loans, settlement and related businesses in Anhui MAANSHAN Rural Commercial Bank Co., Ltd. (hereinafter referred to as “MAANSHAN rural commercial bank”) in 2022, with a limit of no more than 600 million yuan. By the end of 2021, the balance of the company’s deposits in Ma’anshan rural commercial bank was 213289500 yuan, and the amount of the construction project entrusted management contract signed was 3.3 million yuan.
2. Wu Qing, the chief financial officer of the company, serves as the director of Ma’anshan rural commercial bank. According to the provisions of item (IV) of article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Ma’anshan rural commercial bank, as an enterprise with Wu Qing as the director of the company’s affiliated natural person, belongs to the affiliated party of the company, and the above transaction constitutes a connected transaction.
3. The company held the 11th meeting of the 10th board of directors on January 28, 2022, and deliberated and adopted the proposal on the estimated amount of connected transactions between the company and Ma’anshan rural commercial bank in 2022 with 7 affirmative votes, 0 negative votes and 0 abstention. After reviewing the relevant contents of the proposal, the independent directors of the company issued their independent opinions of prior approval and consent, This matter needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. 4. This connected transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
(II) estimated category and amount of daily connected transactions
Unit: 10000 yuan
The estimated amount of related party transactions of related party transactions has occurred as of the date of disclosing the pricing principle amount of related party transactions of related parties in the previous year
amount of money
The market price of one-day deposit balance is 5828.40 21328.95. The market price of Ma’anshan agricultural loan and bill financing is 0
Commercial firm
Market price of financial products 60000
Entrusted management of Ma’anshan agricultural construction project to related parties
Market price 0 330
Service provider
Subtotal 60000 5828.40 21658.95
Note:
1. As of December 31, 2021, the company’s deposit balance in Ma’anshan rural commercial bank was 213289500 yuan;
As of November 2022, the balance of deposits in Maanshan Agricultural Bank was 5.848 million yuan.
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Actual hair actual hair
Difference between the actual expected amount of related party transactions in the amount of related party transactions and the amount of related party transactions of related parties of the same category on the disclosure date, the expected amount of similar industries and the proportion of Index Services
（%） （%）
Deposit and loan industry MAANSHAN
Single day deposit balance of agricultural commercial banks 37921.33 99%
60,000 36%
Entrusted management of Ma’anshan construction project to the related party
330 100% 2021-070 providing labor services Agricultural and Commercial Bank
Subtotal 38251.33 60000 36%
The actual amount of related party transactions between the company and Ma’anshan rural commercial bank in 2021 was lower than the expected amount, which was mainly due to the fact that the board of directors of large Changchun project sales revenue company failed to meet the expectation of the actual decline of daily related party transactions, In addition, if the actual situation of Chongqing Rongfeng equity sale project is significantly different from the expected one (if applicable), the payment has been adjusted according to the supplementary agreement, and the settlement time of the amount temporarily withheld due to restricted land cannot be predicted, so the actual amount in 2021 is lower than the expected amount.
The independent directors of the company explained that the daily related party transactions actually occurred, and the daily related party transactions occurred in 2021 were in line with the actual production and economic conditions of the company and there was a large difference between them (such as business suitability and development needs, and the transaction pricing was fair, fair and just, which was used), and the actual amount of related party transactions was less than the expected amount of the whole year, It does not harm the interests of the company and minority shareholders.
Note: the one-day deposit balance of 379.2133 million yuan is the company’s one-day deposit in Ma’anshan rural commercial bank in 2021
Maximum deposit balance.
2、 Related person introduction and relationship
1. Basic information
Company name: Anhui MAANSHAN Rural Commercial Bank Co., Ltd
Registered address: No. 1659, Hongqi South Road, Yushan District, Ma’anshan City, Anhui Province
Enterprise type: other joint stock limited companies (unlisted)
Legal representative: Jinhui
Registered capital: 150 million yuan
Date of establishment: December 16, 2005
Unified social credit Code: 91340500783084721c
Business scope: absorbing public deposits; Issuing short-term, medium-term and long-term loans; Handle China settlement; do
Bill acceptance and discount; Acting as an agent for issuing, cashing and underwriting government bonds; Buying and selling government bonds and financial
Bonds; Engage in interbank lending; Engage in bank card and debit card business; Acting for collection and payment of funds and insurance business;
Provide safe deposit box service; Other businesses approved by Bank Of China Limited(601988) Industry Regulatory Commission. (approval required by law)
Approved projects can only be operated after being approved by relevant departments).
Historical evolution: Ma’anshan rural commercial bank is the first prefecture level rural commercial bank in China. In December 2005, it was established by
Ma’anshan rural cooperative bank is also the first rural cooperative bank in the province
As a bank; In 2009, the rural cooperative bank was restructured into a rural commercial bank. Registration of Ma’anshan agricultural commercial firm
With a capital of 1.5 billion yuan, it has 58 outlets in Hefei, Huaibei, Xuancheng, Suzhou, Bengbu, Chuzhou and Huangshan
Nine other provincial branches have been set up, and 21 Xinhua Village and town banks have been initiated throughout the country.
Financial data: as of December 31, 2021 (Unaudited), the total assets of Ma’anshan Rural Commercial Bank
77341393400 yuan, net assets 6597439300 yuan, operating income 1648045000 yuan and net profit
729.4678 million yuan.
2. Wu Qing, the chief financial officer of the company, served as the director of Ma’anshan rural commercial bank according to the stock exchange of Shenzhen Stock Exchange
According to item (IV) of article 6.3.3 of the listing rules, Ma’anshan rural commercial bank is an affiliated natural person of the company
The enterprise with Qing as the director belongs to the related party of the company. The company handles deposit, loan, settlement and related businesses in Ma’anshan rural commercial bank, which constitutes a related party transaction.
3. Ma’anshan rural commercial bank operates normally and has good performance and payment capacity.
3、 Main contents of related party transactions
1. The company and its holding subsidiaries handle the following businesses within the limit of RMB 600 million:
(1) The company deposits in Ma’anshan agricultural commercial bank;
(2) The company accepts the comprehensive credit business provided by Ma’anshan rural commercial bank, including but not limited to various loans, upstream and downstream supply chain financing, bank guarantee, structured financing, bill financing, etc., and enjoys the preferential interest rate of the same industry;
(3) The company invests in short-term financial products of Ma’anshan agricultural commercial bank;
(4) The company handles entrusted loans and other intermediate business services through Ma’anshan rural commercial bank, and the intermediate rate enjoys the preferential rate of Ma’anshan rural commercial bank in the same industry;
(5) In addition to the above businesses, the company accepts other businesses within the business scope provided by Ma’anshan rural commercial bank, and provides Ma’anshan rural commercial bank with construction project entrusted management services and other professional services related to real estate;
2. Term: from the date of deliberation and approval at the first extraordinary general meeting of shareholders in 2022 to the time when the annual general meeting of shareholders in 2022 deliberates the amount of connected transactions with Ma’anshan rural commercial bank.
3. Pricing and policy basis:
Follow the principle of fair and reasonable pricing, based on the market price, and determine the transaction price through negotiation between both parties. (1) The deposit interest rate of the company in Ma’anshan rural commercial bank shall not be lower than the lower limit of the interest rate set by the people’s Bank of China for deposits of the same kind at that time, nor lower than the interest rate determined by other cooperative financial institutions to provide the same kind of deposit services to the company.
(2) The comprehensive pricing (charge) of the comprehensive credit business provided by Ma’anshan rural commercial bank to the company is not higher than the standard upper limit specified by the people’s Bank of China for this type of credit business (charge) at that time, nor higher than the price provided by other cooperative financial institutions for the overall credit business provided to the company.
(3) Fees charged for other services shall be charged in accordance with the relevant provisions of the people’s Bank of China.
4、 Purpose of related party transactions and its impact on Listed Companies
The deposit, loan, settlement and other related businesses carried out by the company and its subsidiaries within the scope of consolidated statements in Ma’anshan rural commercial bank are normal financial businesses, and the transaction pricing follows the market-oriented principle, is fair and reasonable, does not damage the association’s dependence on related parties, and will not affect the independence of listed companies.
5、 Prior approval and independent opinions of independent directors
1. Prior approval opinions of independent directors:
The independent directors of the company conducted a pre review on the related party transactions and believed that: the company’s handling of various deposits, loans, settlement and other related businesses in Ma’anshan rural commercial bank is a normal business behavior, which meets the needs of the company’s daily operation, the transaction pricing is fair, and the deposit interest rate and settlement expenses strictly comply with the requirements of relevant laws and regulations, There is no situation that damages the interests of the company and non affiliated shareholders. Therefore, the independent directors unanimously agreed to this matter and agreed to submit the proposal on the amount of connected transactions between the company and Ma’anshan rural commercial bank in 2022 to the 11th meeting of the 10th board of directors of the company for deliberation.
2. Independent opinions of independent directors:
After verification, the convening, convening and voting procedures and methods of the 11th meeting of the 10th board of directors of the company comply with the relevant provisions of the company law, the securities law and the articles of association, and the resolutions of the meeting are legal and effective. The company handles all kinds of deposits in Ma’anshan agricultural commercial bank
