Securities code: 002157 securities abbreviation: Jiangxi Zhengbang Technology Co.Ltd(002157) Announcement No.: 2021-260 bond Code: 112612 bond abbreviation: 17 Zhengbang 01
Bond Code: 128114 bond abbreviation: Zhengbang convertible bond
Jiangxi Zhengbang Technology Co.Ltd(002157) about
Announcement on loans and related party transactions from controlling shareholders and persons acting in concert 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.
1、 Overview of related party transactions
On December 27, 2021, the 34th meeting of the 6th board of directors of the company deliberated and adopted the proposal on borrowing and related party transactions from controlling shareholders and persons acting in concert in 2022 with 4 votes in favor, 0 against, 0 abstention and 1 abstention, It is agreed that the company applies for loans from the controlling shareholder Zhengbang Group Co., Ltd. (hereinafter referred to as “Zhengbang group”) and its concerted actor Jiangxi Yonglian agricultural Holding Co., Ltd. (hereinafter referred to as “Jiangxi Yonglian”), with a total loan amount of no more than 5 billion yuan (including) to meet the short-term and temporary needs of replenishing the company’s working capital and repaying bank loans. The loan interest rate is the bank loan interest rate of the same period. The validity period of the loan limit is 12 months after it is deliberated and approved by the general meeting of shareholders, and the limit can be recycled within the validity period.
On the same day, the company signed the loan agreement with Zhengbang group and Jiangxi Yonglian in Nanchang, Jiangxi Province. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, Zhengbang group is the controlling shareholder of the company, and this transaction constitutes a connected transaction.
Mr. Lin Feng, a related director of the company, avoided voting. The independent directors expressed their independent opinions approved and agreed in advance on this matter, and the board of supervisors and the recommendation institution of the company expressed their verification opinions on this matter.
As the amount of this related party transaction exceeds 5% of the company’s latest audited net assets, this related party transaction still needs to be approved by the company’s general meeting of shareholders, and the related shareholders Zhengbang group and Jiangxi Yonglian agricultural Holding Co., Ltd., which are interested in the related party transaction, will avoid voting.
This connected transaction does not constitute a major asset reorganization or listing as stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by other relevant departments.
2、 Basic information of related parties
(i) Related party 1: Zhengbang Group Co., Ltd
Company name: Zhengbang Group Co., Ltd
Nature of enterprise: limited liability company (invested or controlled by natural person)
Unified social credit Code: 91360100723937956p
Registered address: Fenglin street, Changbei Economic Development Zone, Nanchang City, Jiangxi Province
Main office location: No. 569, aixihu 1st Road, high tech Zone, Nanchang City, Jiangxi Province
Legal representative: Lin yinsun
Registered capital: RMB 80 million
Main business: investment in agriculture, chemical industry, food industry, animal husbandry, machinery manufacturing and other fields; Educational information consultation; Production of agricultural machinery and equipment; China trade; Research and popularization of planting technology of economic forest; Planting of crops; Agricultural technology extension services (for the above projects that need to be approved according to law, business activities can be carried out only after being approved by relevant departments)
Actual controller: Lin yinsun
Ownership structure:
Name of shareholder contribution amount (RMB 10000) contribution proportion
Lin yinsun 4860060.75%
Cheng fangui 14001.75%
Jiangxi Anbang Industrial Co., Ltd. 3000037.50%
Total 80000100.00%
Founded in 2000, Zhengbang group is a national key leading enterprise in agricultural industrialization. Since its establishment, the actual controller has been Mr. Lin yinsun. At present, the main business of Zhengbang group is developing well, and the main financial data are as follows: as of December 31, 2020, through audit, the total assets are 73208233500 yuan, the total liabilities are 44655473700 yuan, and the net assets are 28552759800 yuan; From January to December 2020, the operating income was 49190.741 million yuan and the net profit was 5979.9873 million yuan. As of September 30, 2021, without audit, the total assets are 7098.19191 million yuan, the total liabilities are 52136.6668 million yuan, and the net assets are 18845.2523 million yuan; From January to September 2021, the operating revenue was 39978413500 yuan and the net profit was -8265359100 yuan.
Description of related relationship: Zhengbang group holds 779677352 shares of the company, accounting for 24.78% of the total share capital of the company, and is the controlling shareholder of the company. According to the Listing Rules of Shenzhen Stock Exchange, Zhengbang group is an affiliated legal person of the company, and the company forms an affiliated relationship with Zhengbang group.
Upon inquiry by the company, Zhengbang group does not belong to the “dishonest executee”.
（2） Related party 2: Jiangxi Yonglian agricultural Holding Co., Ltd
Enterprise name: Jiangxi Yonglian agricultural Holding Co., Ltd
Nature of enterprise: limited liability company (invested or controlled by natural person)
Unified social credit Code: 913601066984906610
Registered address: North of Hudong 4th Road and east of Gongye Road, high tech Development Zone, Nanchang City, Jiangxi Province
Main office location: North of Hudong 4th Road and east of Gongye Road, high tech Development Zone, Nanchang City, Jiangxi Province
Legal representative: Li Taiping
Registered capital: 105 million yuan
Main business: industrial investment, agricultural technology consulting; Agricultural and sideline products processing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Actual controller: Lin yinsun
Ownership structure:
Name of shareholder contribution amount (RMB 10000) contribution proportion
Lin yinsun 1020697.20%
Cheng fangui 2942.80%
Total 10500100.00%
As of December 31, 2020, through audit, the total assets are 18907.2637 million yuan, the total liabilities are 11740.0189 million yuan, and the net assets are 7167.2448 million yuan; From January to December 2020, the operating revenue was 2212391600 yuan and the net profit was -55932900 yuan. As of September 30, 2021, without audit, the total assets are 13870431100 yuan, the total liabilities are 11000691000 yuan, and the net assets are 2869.7401 million yuan; From January to September 2021, the operating revenue was 1615076600 yuan and the net profit was 197094000 yuan. Description of related relationship: Jiangxi Yonglian and the company are enterprises controlled by the same actual controller. According to the Listing Rules of Shenzhen Stock Exchange, Jiangxi Yonglian is an affiliated legal person of the company, and the company forms an affiliated relationship with Jiangxi Yonglian.
According to the company’s inquiry, Jiangxi Yonglian does not belong to the “dishonest executee”.
3、 Main contents and pricing basis of related party transactions
This transaction is a temporary loan of no more than RMB 5 billion from the controlling shareholder Zhengbang group and its concerted actor Jiangxi Yonglian, which is used to temporarily supplement the company’s working capital and repay bank loans in a short term. The term is one year, and it is borrowed step by step according to the actual operation of the company. After negotiation with Zhengbang group and Jiangxi Yonglian, the company will pay interest to Zhengbang group and Jiangxi Yonglian according to the bank loan interest rate in the same period, and the interest will be calculated according to the actual use days. The pricing of related party transactions follows the principles of fairness, rationality and fairness, conforms to the market price, and does not damage the interests of the listed company and all shareholders.
4、 Main contents of loan agreement
1. Loan amount and purpose: Zhengbang group and Jiangxi Yonglian agreed to temporarily borrow no more than 5 billion yuan to the company for short-term and temporary company to supplement working capital and repay bank loans.
2. Loan term: recycled within 12 months.
3. Loan interest rate: the bank loan interest rate in the same period, calculated according to the actual use days.
4. Repayment: when the loan is about to expire, Zhengbang group and Jiangxi Yonglian will notify the company one month in advance to raise funds. On the loan maturity date, the company will repay the loan principal and interest in one time or by installments according to the repayment account provided by Zhengbang group and Jiangxi Yonglian.
5. Rights, obligations and liabilities for breach of contract
(1) The borrower guarantees to use the loan for the purpose agreed in this agreement.
(2) If the loan is overdue and the deferred repayment agreement cannot be signed due to the borrower, the lender shall charge interest on the overdue part of the loan at the daily interest rate of 0.05%.
(3) When the borrower finds any situation endangering the safety of the lender’s creditor’s rights, it shall timely notify the lender and take preservation measures in time; otherwise, the lender has the right to take corresponding sanctions and preventive measures to protect the loan from loss.
6. Effective conditions: this Agreement shall come into force after being deliberated and approved by the borrower’s general meeting of shareholders and performing the obligation of information disclosure, and signed and sealed by both parties to the transaction.
5、 Purpose of related party transactions and its impact on Listed Companies
The company plans to borrow a total of no more than 5 billion yuan from the controlling shareholder Zhengbang group and its concerted actor Jiangxi Yonglian temporarily to meet the short-term and temporary capital needs of the company and the demand for bank loans, which can optimize the loan structure of the company and reduce the financing cost of the company, which is in line with the interests of the company and all shareholders, especially small and medium-sized shareholders. The loan interest rate is the benchmark interest rate of bank loans in the same period, the pricing is fair, and there is no behavior damaging the interests of the listed company and all shareholders.
This related party transaction will not have a significant impact on the company’s financial status, operating results and independence, and the company’s main business will not rely on related parties due to this related party transaction.
6、 Accumulated related party transactions with controlling shareholders
From the beginning of 2021 to the disclosure date of the announcement, the company borrowed 199 million yuan from Zhengbang group. Within the loan limit deliberated by the general meeting of shareholders, as of the disclosure date of the announcement, the company has paid off the loan, and the loan balance from Zhengbang group is zero yuan.
7、 Opinions approved and expressed by independent directors in advance
(i) Prior approval opinions of independent directors of the company
The company’s borrowing and related party transactions from the controlling shareholder Zhengbang group and its persons acting in concert, Jiangxi Yonglian, submitted relevant materials to us in advance. We conducted a prior review and agreed that the company would submit the proposal on borrowing and related party transactions from the controlling shareholder and its persons acting in concert in 2022 to the 34th meeting of the sixth board of directors for deliberation.
This connected transaction is in line with the actual situation of the company and aims to supplement the working capital required by the company’s operation and repay bank loans.
Meanwhile, the loan interest rate is the benchmark interest rate of bank loans in the same period, and the pricing is fair and reasonable. The transaction follows the principles of objectivity, fairness and fairness, conforms to the fundamental interests of the company, and does not damage the interests of the company and all non affiliated shareholders of the company, especially the minority shareholders.
Mr. Lin Feng, an affiliated director of the company, needs to avoid voting on this proposal. This connected transaction shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
（2） The independent directors of the company expressed independent opinions on daily connected transactions
The 34th meeting of the 6th board of directors of the company deliberated on the related party transaction. We believe that the related party transaction is in line with the actual situation of the company, and the purpose is to supplement the working capital required by the company’s operation and repay the bank loan.
Meanwhile, the loan interest rate is the benchmark interest rate of bank loans in the same period, and the pricing is fair and reasonable. The transaction follows the principles of objectivity, fairness and fairness, conforms to the fundamental interests of the company and does not damage the interests of non affiliated shareholders of the company. When the board of directors of the company considered this related party transaction, Mr. Lin Feng, a related director, avoided voting. The voting procedure was legal and effective, and complied with the provisions of relevant laws, regulations and the articles of association. There was no situation that harmed the interests of the company and all non related shareholders, especially minority shareholders.
In conclusion, we agree to the company’s borrowing and related party transactions from Zhengbang group and its concerted actor Jiangxi Yonglian, and agree to submit the matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
8、 Opinions of the board of supervisors
The board of supervisors believes that the loan complies with national laws and regulations, is conducive to alleviating the shortage of working capital of the company, can help the company repay the loan, revitalize the capital flow, is conducive to the long-term development of the company, and does not damage the interests of the company and all non affiliated shareholders, especially minority shareholders. The borrowing and related party transactions from Zhengbang group and its concerted actors need to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
9、 Opinions of the sponsor
The sponsor believes that the above decision-making procedures for related party transactions comply with the provisions of relevant laws and regulations, the transactions follow the principles of objectivity, fairness and fairness, are in line with the fundamental interests of the company, and do not harm the interests of the company and all non related shareholders, especially minority shareholders. When the board of directors of the company deliberated on the above related party transactions, the voting procedures were legal and effective, and complied with the provisions of relevant laws, regulations and the articles of association. The related party transactions involved did not find any damage to the interests of the company and shareholders, and the decision-making procedures complied with the provisions of relevant laws and regulations.
The company’s borrowings and related party transactions from Zhengbang group and its concerted actor Jiangxi Yonglian need to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Guosen Securities Co.Ltd(002736) has no objection to the above related party transactions.
10、 Documents for future reference
1. Company
