Securities code: Sunny Loan Top Co.Ltd(600830) securities abbreviation: Sunny Loan Top Co.Ltd(600830) Announcement No.: temporary 2022011 Sunny Loan Top Co.Ltd(600830)
Announcement of daily connected transaction plan in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important:
● whether it needs to be submitted to the general meeting of shareholders for deliberation: Yes
● the company’s 2022 daily related party transaction plan meets the actual needs of the company’s business development, and the company will not rely on related parties due to the related party transaction.
1、 Basic information of daily connected transactions
(I) review procedures for daily connected transactions
The company’s budget and Audit Committee issued the following written opinions on the daily related party transaction plan in 2022: the daily related party transactions between the company and related parties are conducive to the diversified business development of the company, the related parties continue to operate, have strong performance ability, and the risk of related party transactions is controllable; The transaction follows the principles of fair market and equal negotiation, the pricing is reasonable, reflects the principles of fairness, impartiality and openness, and is in line with the overall interests of the company and all shareholders. It is agreed to submit the daily connected transaction plan of 2022 to the fifth meeting of the 10th board of directors for deliberation. Before being submitted to the board of directors for deliberation, the independent directors of the company also approved the daily connected transaction plan of 2022 in advance.
The company held the fifth meeting of the 10th board of directors on March 9, 2022. Four affiliated directors, Mr. Shao songchang, Mr. Hu Qiuhua, Mr. Ruibin and Ms. sun Danping, avoided voting, and five non affiliated directors unanimously agreed on the company’s daily connected transaction plan for 2022.
The independent directors expressed their independent opinions on the daily related party transactions in 2022: 1. The daily related party transactions plan between the company and related parties is the actual needs of the company’s operation and business expansion, which does not affect the independence of the company, and the company does not rely on related parties. The price of related party transactions is based on the principles of fair market and equal negotiation, with reference to the market peers or the internal guidance price of the company. The pricing is transparent and reasonable, and meets the requirements of fairness and impartiality. 2. During the deliberation of this proposal, the related directors avoided voting, and the voting procedures of the board of directors were legal and effective, and there was no damage to the interests of the company and other shareholders of the company, especially small and medium-sized shareholders and non related shareholders.
(II) prediction and implementation of the company’s daily connected transactions in 2021
Unit: 10000 yuan
The reason for the large difference between the estimated amount in 2021 and the actual amount (including tax) of the pre paid amount in 2021
Leased assets Zhejiang Xiangyi Holding Co., Ltd. leased office space Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) not applicable
department
Zhejiang Xiangyi Financial Media Technology Co., Ltd. has financial leasing direct leasing industry
The leasing investment is limited to the company’s business, and the leasing object is zhi800 21.04, which is not applicable to the integrated terminal equipment
Provide labor services to local tobacco companies or China tobacco advertising business 100080.62 is not applicable to industrial companies
Sign and operate Zhejiang Xiangyi Business Technology Co., Ltd. with advertising platform operation right Yantai Longyuan Power Technology Co.Ltd(300105) inapplicability contract
(III) estimated amount and category of daily connected transactions of the company in 2022
Unit: 10000 yuan
Transaction category related party transaction content estimated amount in 2022 (tax included)
Leased assets: office space leased by Zhejiang Xiangyi Holding Co., Ltd. 300
Tobacco companies or local advertising companies providing labor services
Sign the 155 right contract to operate the advertising platform of Zhejiang Xiangyi Business Technology Co., Ltd
Due to the development of guarantee business
Deposit business Yunnan Hongta Bank Co., Ltd. wants to handle 5000 certificate deposit business in the bank
2、 Introduction and relationship of related parties
(I) basic information and relationship of related parties
1. Zhejiang Xiangyi Holding Co., Ltd
Limited liability company (solely state-owned), with a registered capital of 1022411 million yuan; Legal representative: Shao zuomin; Office address: Hangzhou, Zhejiang Province; Mainly engaged in industrial investment, asset management, investment management, project management, hotel management, etc.
As of September 30, 2021, the total assets of the company were 3.575 billion yuan and the net assets were 3.431 billion yuan. From January to September 2021, the operating revenue was 112418 million yuan and the net profit was 1.3318 million yuan. (Unaudited) affiliated relationship: it refers to the person acting in concert with the controlling shareholders of the company, which belongs to the situation of “legal person directly controlling the listed company” and “legal person holding more than 5% of the shares of the listed company” specified in the stock listing rules.
2. Zhejiang Xiangyi Business Technology Co., Ltd
Limited liability company (sole proprietorship of legal person invested or controlled by non natural person), with a registered capital of 45 million yuan; Legal representative: Shao zuomin; Office address: Hangzhou, Zhejiang Province; Mainly engaged in technical services, technology development, technical consulting, Internet data services, supply chain management services, information consulting services, etc.
As of December 31, 2021, the total assets of the company were 163.31 million yuan and the net assets were 53.78 million yuan. In 2021, the operating income was 214.76 million yuan and the net profit was 15.43 million yuan. (Unaudited) affiliated relationship: it is a wholly-owned subsidiary of Zhejiang tobacco Investment Management Co., Ltd., the concerted action of the controlling shareholders, and belongs to the situation of “legal persons directly controlled by the subject directly controlling the listed company and other than the listed company and its controlling subsidiaries” stipulated in the stock listing rules.
3. Yunnan Hongta Bank Co., Ltd
Joint stock limited company (unlisted and state-controlled), with a registered capital of 6297519017 million yuan; Legal representative: Li Guanglin, office address: Yuxi City, Yunnan Province; It is mainly engaged in absorbing public deposits, issuing short-term, medium-term and long-term loans, handling settlement outside China, handling bill acceptance and discount, issuing financial bonds, issuing, cashing and underwriting government bonds, etc.
As of December 31, 2021, the total assets of the company were 146924705600 yuan, the net assets were 12363706400 yuan, the operating income in 2021 was 2031681000 yuan, and the net profit was 916224100 yuan. (Unaudited)
Affiliated relationship: the largest shareholder of Hongta bank and the company are enterprises controlled by the same actual controller. (II) performance capability analysis
The above related parties exist in accordance with the law, have normal production and operation, good economic benefits and financial conditions, and have strong performance ability; The related parties have obvious advantages in channel resources, can strictly abide by the transaction regulations in the process of early cooperation, and there is no risk of default. It is expected that there is little possibility of risk in the transaction with related parties.
3、 Main contents and pricing strategy of related party transactions
For the related party transactions between the company and the above-mentioned related parties, the pricing strategy refers to the market price or the internal guidance price set by the company. After negotiation and communication between the two parties and determined by signing a written agreement, the company always adheres to the principle of fairness and impartiality, and there is no transfer and inclination of interests. The main contents of related party transactions are as follows:
(1) Leased assets: the company determines the lease price through negotiation and signs the lease agreement based on the comprehensive consideration of the lease market and price of the location.
(2) Providing labor services: directly or indirectly (the publicity services of tobacco companies or industrial companies are represented by the related party Zhejiang Xiangyi Business Technology Co., Ltd. or other non related third parties) provide advertising services for local tobacco companies, China tobacco industry company and subordinate enterprises of the controlling shareholder. The pricing is determined through negotiation based on the internal guidance price set by the company.
(3) Signing of management right contract: Zhejiang Xiangyi advertising planning Co., Ltd. (hereinafter referred to as “Xiangyi advertising”), the holding subsidiary of the company, is assigned the exclusive operation right of some advertising resources of Xiangyi retail system in Zhejiang Province owned by Xiangyi business technology. With reference to the market price factors of similar transactions, through negotiation, The use fee for the operation right of Xiangyi business technology advertising resources adopts the form of fixed use fee plus excess income share (or insufficient reduction).
(4) Deposit business: Based on the needs of the company’s holding subsidiary Zhejiang Xiangyi Financing Guarantee Co., Ltd. (hereinafter referred to as Xiangyi guarantee) to carry out Xiangyi loan guarantee business, the maximum limit of guarantee for the debtor approved by Yunnan Hongta Bank Co., Ltd. for Xiangyi guarantee is RMB 1 billion, Xiangyi guarantee must ensure that the margin balance in the margin account of Hongta bank during the duration of business is not less than 5% of the guarantee balance. The interest of margin deposit shall be calculated according to the intelligent interest calculation rules of a RMB intelligent interest bearing deposit product for corporate customers, and the corresponding listed time deposit interest rate shall be implemented according to the actual deposit period of the deposit. Transaction pricing is open and transparent, in line with the principle of market fairness.
4、 Purpose of related party transactions and its impact on Listed Companies
The related party transactions between the company and related parties are in line with the actual operation of the company, the pricing is fair and follow the market principle. The related party transactions do not affect the independence of the company’s operation, and the company’s main business or income and profit sources will not rely on the above related party transactions. The related party transactions do not damage the interests of the company’s shareholders, especially the minority shareholders.
It is hereby announced.
Sunny Loan Top Co.Ltd(600830) board of directors March 10, 2022
