Securities code: 000912 securities abbreviation: Sichuan Lutianhua Company Limited(000912) Announcement No.: 2021-052 Sichuan Lutianhua Company Limited(000912)
Announcement on business cooperation and related party transactions with Agricultural Bank Of China Limited(601288)
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, misleading statements or major omissions.
1、 Overview of related party transactions
(i) In order to meet the company’s working capital turnover needs, improve capital use efficiency and maintain the stability of daily production and operation activities, It is proposed to apply to Agricultural Bank Of China Limited(601288) (hereinafter referred to as “ABC”) for comprehensive business such as deposit and financing. It is expected that the company’s financing business in ABC in 2022 (including but not limited to loan, bill discount, letter of guarantee, import letter of credit, China letter of credit and other financing businesses), and the credit balance used at any time will not exceed 1 billion yuan; 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 shares held by ABC account for 10.54% of the total share capital of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the transactions between the company and ABC 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 Agricultural Bank Of China Limited(601288) , the related director Xu Rong 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 proposal 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: Agricultural Bank Of China Limited(601288)
（2） Registered address: No. 69, Jianguomen inner street, Dongcheng District, Beijing, China
（3） Legal representative: Gu Shu
（4） Enterprise type: joint stock limited company (listed, state-owned holding)
（5） Date of establishment: December 18, 1986
Main financial data of the latest unaudited financial report: as of September 30, 2021, the group had assets of RMB 28988663 million, liabilities of RMB 26661.513 billion, operating revenue of RMB 544.897 billion and net profit of RMB 187.370 billion. The net profit attributable to the owners of the parent company was RMB 64.431 billion and the return on net assets was 12.74%.
ABC is not a dishonest person.
3、 Pricing policy and basis of transaction
The company will follow the market pricing principle in carrying out the above-mentioned loan business in ABC. The relevant deposit interest rate shall not be lower than the benchmark deposit interest rate in the same period, and the interest rate involved in the relevant financing business shall not be higher than the benchmark loan interest rate in 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 provisions 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 ABC within the above limit, and specific agreements shall be signed.
5、 Purpose and impact of related party transactions
(i) ABC 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 ABC meets the needs of the company’s fund management, which is conducive to improving the efficiency of fund use and maintaining the stability of daily production and operation activities. The pricing of related party transactions involved by the company will follow the market-oriented principle, and there will be no damage to the interests of the company and its shareholders, especially the interests of minority shareholders, which will not affect 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 ABC was RMB 212.25 million, and the balance of loans (including bill financing) was RMB 674.91 million.
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 Agricultural Bank Of China Limited(601288) , and no violation of the principle of good faith was found.
ABC is a normative financial institution approved by the China Banking and Insurance Regulatory Commission. Its provision of financial services for the company is conducive to the company to improve the efficiency of capital use and maintain the stability of daily production and operation activities. The service standards provided by ABC will be priced with reference to the market situation. The price is fair and reasonable. No damage to the interests of the company and minority shareholders is found, 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
