Securities code: 000529 securities abbreviation: Guangdong Guanghong Holdings Co.Ltd(000529) Announcement No.: 2021-64 Guangdong Guanghong Holdings Co.Ltd(000529)
Announcement on the company’s termination of leasing office space and related party transactions
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.
1、 Overview of related party transactions
（1） Basic information of related party transactions
Due to the development of Guangdong Guanghong Holdings Co.Ltd(000529) (hereinafter referred to as the company or Guangdong Guanghong Holdings Co.Ltd(000529) ) and meeting the needs of daily operation and office, the company held the sixth interim meeting of the board of directors in 2020 on December 22, 2020, deliberated and approved the proposal on leasing office space and related party transactions, and agreed that the company would transfer to the holding shareholder Guangdong Guanghong Asset Management Co., Ltd. (hereinafter referred to as “Guanghong asset”) ）The leased house and its supporting facilities are used for office. The two parties signed the house lease contract on December 22, 2020, The leased office space of this related party transaction is located in Building 1, Guanghong courtyard, No. 680, North Guangzhou Avenue, Tianhe District, Guangzhou The house and its supporting facilities on the first, second and third floors have a usable area of 3000 square meters and a lease term of 10 years. From January 1, 2021 to December 31, 2030, the rent is 2520000 yuan / year, with an annual increase of 2% from the second year. The first six months are the decoration rent-free period. This related party transaction is within the authority of the board of directors and does not need to be submitted to the general meeting of shareholders for approval (for the above matters, see the company Announcement No.: 2020-54, 55 published in China Securities Journal, securities times and cninfo.com on December 23, 2020).
Affected by the epidemic of covid-19 pneumonia, the progress of the decoration project of the leased site slowed down. In order to reduce the rent burden of Guangdong Guanghong Holdings Co.Ltd(000529) , strive to minimize the impact of the epidemic and promote the accelerated development of Guangdong Guanghong Holdings Co.Ltd(000529) , Guanghong assets signed the supplementary agreement on house lease contract with the company on June 30, 2021, Party A and Party B agree to extend the decoration rent free period agreed in Article 5 (2) of the house lease contract for 6 months, i.e. until December 31, 2021. The matters of the supplementary agreement signed this time are within the authority of the company’s management authorized by the board of directors and do not need to be submitted to the board of directors and the general meeting of shareholders for deliberation (see the above matters published in China Securities Journal on July 1, 2021) Company Announcement No.: 2021-39) of securities times and cninfo.
Due to the influence of covid-19 pneumonia epidemic in the early stage and the planning of Guanghong assets for the site at this stage, both parties signed the termination agreement on December 14, 2021 to terminate the lease of the house and its supporting facilities of Guanghong assets located in Building 1 (first, second and third floors) prepared by Guanghong compound, No. 680 North Guangzhou Avenue, Tianhe District, Guangzhou in advance.
（2） Association relationship
As of the date of this announcement, Guanghong assets directly or indirectly holds 312018687 shares of the company, accounting for 54.60% of the total share capital of the company, and is the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Guanghong assets is an affiliated legal person of the company. This transaction constitutes a connected transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
（3） Implementation of approval procedures
On December 14, 2021, the company held the fourth interim board meeting in 2021. The meeting deliberated and adopted the proposal on terminating related party transactions of leased office space with 5 affirmative votes, 0 negative votes and 0 abstention votes. Three related directors, Mr. Cai Biao, Mr. Gao Hongbo and Mr. Xia Bin, avoided voting. The independent directors of the company approved the matter in advance, unanimously agreed to submit the matter to the fourth interim board meeting in 2021 for deliberation, and expressed independent opinions on the matter.
The termination of related party transactions is within the authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Main contents and performance arrangements for terminating related party transactions
On December 14, 2021, the company signed the termination agreement with Guanghong assets. The main contents are as follows: lessor (Party A): Guangdong Guanghong Assets Management Co., Ltd
Lessee (Party B): Guangdong Guanghong Holdings Co.Ltd(000529)
1. From the date of signing and coming into force of this agreement, the original contract shall be terminated, the rights and obligations of Party A and Party B shall be terminated, and the unperformed contract contents shall be terminated, and Party A and Party B shall not be liable for breach of contract.
2. Party A shall return the lease deposit paid by Party B in full amount of RMB 420000 within 10 natural days from the date of signing and taking effect of this agreement.
3、 Purpose of terminating related party transactions and its impact on the company
As of the disclosure date of this announcement, except that the company has paid the lease deposit of RMB 420000 to Guanghong assets as agreed in the original lease agreement, no other settlement expenses have been incurred between the two parties. The two parties have made agreed arrangements for the return of the lease deposit in the termination agreement, which is conducive to the safety of the company’s funds. Meanwhile, the termination of the lease of office space will not affect the development and daily office needs of the company, help to reduce related party transactions, do not damage the interests of the listed company and all shareholders, and have no adverse impact on the current and future financial status and operating results of the company. 4、 Prior approval and independent opinions of independent directors
The independent directors of the company reviewed the related party transaction in advance and agreed to submit the matter to the board of directors as a proposal for deliberation. Independent directors express independent opinions on the above connected transactions as follows:
(i) The termination of the related party transactions of the leased office space by the company has been amicably negotiated by both parties in advance. The termination of the relevant lease contract is the true intention of both parties and complies with the provisions of relevant laws, administrative regulations and normative documents.
（2） This transaction does not cause the company to tilt the interests of related parties, and does not damage the interests of the company and shareholders, especially minority shareholders, which is in line with the interests of the company and all shareholders.
（3） When considering the proposal, the related directors avoided voting. The voting procedures of related party transactions comply with the company law, securities law, Shenzhen Stock Exchange Stock Listing Rules and other laws and regulations, as well as the relevant provisions of the articles of association of the company. We agree with the proposal.
5、 Documents for future reference
(i) Resolution of the fourth extraordinary board meeting of the company in 2021
（2） Independent opinions of independent directors on prior recognition of related party transactions
（3） Independent opinions of independent directors on related party transactions
（4） Termination agreement
It is hereby announced.
Guangdong Guanghong Holdings Co.Ltd(000529) board of directors December 15, 2001
