Securities code: 000912 securities abbreviation: Sichuan Lutianhua Company Limited(000912) Announcement No.: 2021-051 Sichuan Lutianhua Company Limited(000912)
About business cooperation with Bank Of China Limited(601988)
Announcement of related party transactions
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records and errors
Leading statements or material omissions.
1、 Overview of related party transactions
(i) In order to meet the needs of working capital turnover and improve the use efficiency of the company’s funds, It is proposed to apply to Bank Of China Limited(601988) (hereinafter referred to as ” Bank Of China Limited(601988) “) for comprehensive business such as deposit and financing. It is expected that the company’s financing business in Bank Of China Limited(601988) (including but not limited to loan, bill discount, letter of guarantee, import letter of credit, China letter of credit and other financing businesses) in 2022 will not exceed RMB 1 billion at any time; deposit business (including but not limited to demand deposits, time deposits, call deposits, structured deposits and other deposit businesses) the maximum deposit balance at any time point shall not exceed 1 billion yuan.
（2） The proportion of shares held by Bank Of China Limited(601988) in the total share capital of the company is 16.45%. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the transactions between the company and Bank Of China Limited(601988) belong to related party transactions.
（3） The 21st Meeting of the 7th board of directors of the company deliberated and adopted the proposal on business cooperation and related party transactions with Bank Of China Limited(601988) , the related director Zhou Yongjian avoided voting, and the independent director approved the related party transactions in advance and expressed independent opinions. According to the stock listing rules of Shenzhen Stock Exchange The matter still needs to be submitted to the general meeting of shareholders for deliberation.
（4） 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 relevant departments.
2、 Basic information of related parties
(i) Name: Bank Of China Limited(601988)
（2） Registered address: No. 1, fuxingmennei street, Xicheng District, Beijing, China
（3） Legal representative: Liu Liange
（4） Enterprise type: other joint stock limited companies (listed and state-owned holding)
（5） Date of establishment: February 5, 1912
（6） The main business composition disclosed in the 2021 semi annual report: personal financial business, corporate financial business, capital business, insurance business, investment banking business and other businesses
Main financial data of the latest unaudited financial report: as of September 30, 2021, the group’s assets were 2622.992 billion yuan, liabilities were 2394.604 billion yuan, operating revenue was 456.074 billion yuan, net profit was 172.358 billion yuan, and the net profit attributable to the owner of the parent company was 163.523 billion yuan, with a return on net assets of 11.57%.
Bank Of China Limited(601988) is not a dishonest person.
3、 Pricing policy and basis of transaction
In Bank Of China Limited(601988) , the company will follow the market pricing principle in carrying out the above-mentioned business. The relevant deposit interest rate shall not be lower than the benchmark deposit interest rate of the same period, and the interest rate involved in the relevant financing business shall not be higher than the benchmark loan interest rate of the same period or the market-oriented interest rate under the same conditions. The fees charged for handling the business shall be charged in accordance with the relevant regulations of the people’s Bank of China.
4、 Main contents of transaction agreement
The actual financing, deposit and other business applications of the company shall be negotiated and determined with Bank Of China Limited(601988) within the above limit, and specific agreements shall be signed.
5、 Purpose and impact of related party transactions
(i) Bank Of China Limited(601988) is a normative financial institution approved by the China Banking and Insurance Regulatory Commission. It provides financial services for the company within its business scope, which complies with the provisions of relevant laws and regulations.
（2） The company’s financial business in Bank Of China Limited(601988) is in line with the company’s fund management needs, which is conducive to the company to improve the efficiency of fund use and maintain the stability of daily production and operation activities. The pricing of related party transactions involved by the company will follow the market-oriented principle, there will be no damage to the interests of the company and shareholders, and there will be no impact on the independence of the company.
6、 The total amount of accumulated related party transactions with the related party
From the beginning of the year to the disclosure date, the balance of deposits of the company and its holding subsidiaries in Bank Of China Limited(601988) Luzhou Branch was 484.94 million yuan, and the balance of loans (including bill financing) was 245.94 million yuan.
7、 Opinions of independent directors
According to the guiding opinions on the establishment of independent director system by listed companies, the standards for the governance of listed companies, the articles of association and other relevant provisions, the independent directors of the company expressed their prior approval and independent opinions on this connected transaction: the convening and convening procedures and process of the 21st Meeting of the seventh board of directors comply with relevant laws Regulations and articles of Association; The related directors avoided voting, and the other non related Directors voted and passed the proposal on business cooperation and related party transactions with Bank Of China Limited(601988) and found no violation of the principle of good faith.
Bank Of China Limited(601988) is a normative financial institution approved by the China Banking and Insurance Regulatory Commission. It provides financial services for the company, which is conducive to improving the efficiency of capital use and maintaining the stability of daily production and operation activities. The service standards provided by Bank Of China Limited(601988) will be priced with reference to the market situation. The price is fair and reasonable. There is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders, which will not affect the independence of the company.
8、 Documents for future reference
(i) Sichuan Lutianhua Company Limited(000912) resolution of the 21st Meeting of the seventh board of directors
（2） Prior approval opinions of independent directors on relevant proposals of the 21st Meeting of the seventh board of directors (III) independent opinions of independent directors on relevant proposals of the 21st Meeting of the seventh board of directors
It is hereby announced
Sichuan Lutianhua Company Limited(000912) board of directors
December 27, 2021
